This Agreement is made by and between Custom Speech USA, Inc. ("Custom Speech USA"), a corporation, and the Licensee. In return for a nonexclusive license to use the Custom Speech USA software program and its associated electronic or printed documentation ("Software"). Licensee agrees to the following:
1. LICENSE. The Licensee may use a single copy of the Software on a single computer at a time. Custom Speech USA may elect to provide new versions, upgrades, patches, or supplements ("updated Software") to Licensee. Price, terms, specifications, and availability of updated Software are subject to the discretion of Custom Speech USA and subject to change without notice.
2. RESTRICTIONS. Licensee shall not: (b) install Software licensed for a single computer on more than one computer at a time, (b) sell, sublicense, assign, rent, lease, loan, timeshare, donate, or otherwise transfer the Software to another party for use on another computer without first uninstalling the Software on licensee's computer, (c) modify, reverse engineer, or decompile the Software programming code, or reduce the programming code to a human-perceivable form, (d) tamper with, disconnect, alter, or interfere with any equipment, device, or software designed to limit or monitor use of the Software by Licensee or other party, (e) remove any proprietary, patent, copyright, or other legal notices or labels on the Software, or (f) use Software licensed for not-for-profit, academic, demonstration, or evaluation for any other purpose. NETWORK INSTALLATION: If the Software is installed to allow computers on a network to use the Software remotely, each computer on the network, which uses the Software, must have a separate license. LICENSE PACK: Software use may be restricted based upon (i) registration or online activation, (ii) person, group, computer, or network, (iii) features or functionality, (iv) time period, (v) number of times accessed by end-user, client application, or other software, (vi) files or bytes processed, (vii) other limits based upon time period, usage, users, network, or location, or (viii) other restrictions as Custom Speech USA may elect to impose. Controls limiting Software use, or any part thereof, may be contained within "license pack" or other program or device supplied to Licensee. OTHER AGREEMENTS: The License Agreement shall not be modified by any confidentiality, beta site, data provider, purchase, lease maintenance, support, service, distributor, reseller, license, or other agreement that exists, or is entered into, between Licensee and Custom Speech USA, unless expressly agreed to in writing by Custom Speech USA.
3. TITLE. Licensee may own or lease the media upon which the Software is fixed and any accompanying printed materials. Title to and ownership of intellectual property rights in the Software remain with Custom Speech USA.
4. TERM. This License Agreement is effective from purchase or lease subscription start date and continues until expiration or termination. If subject to expiration date or usage limits, expiration controls shall cause Software not to operate beyond that period or usage.
5. PAYMENT. Payment shall be determined by Licensee purchase or lease price or usage fee. Licensee shall be responsible for payment for any unauthorized use of the Software resulting from Licensee violation of restrictions listed in Paragraph 2. Custom Speech USA may (i) impose a finance charge of up to 1.5% per month on any balance due, (ii) exercise any rights allowed by law or equity, or both (i) and (ii). Custom Speech USA, or its assignee, retains a security interest in the Software and electronic media until full payment is received.
6. TAXES. Licensee shall pay sales taxes or other government charges, plus interest, resulting from entering into this License Agreement.
7. PROPRIETARY RIGHTS INDEMNIFICATION. If a claim is brought against Licensee that the Software infringes a patent, copyright, or trade secret, Licensee shall provide Custom Speech USA with prompt written notice of the claim, provide such information about the claim and use of the Software as Custom Speech USA may reasonably request, and allow Custom Speech USA to control the defense and settlement of the claim. Custom Speech USA reserves the right to modify or replace Licensee's Software, obtain a license, or otherwise resolve the infringement claim. Custom Speech USA shall have no obligation with respect to any infringement claim based upon Licensee's modification or alteration of the Software. This Paragraph states Custom Speech USA's entire obligation and liability with respect to infringement of any patent, copyright, trademark, or trade secret.
8. LIMITED WARRANTY. (a) Custom Speech USA warrants that media on which the Software may be furnished to Licensee shall be free from defects in materials and workmanship under normal use for a period of 90 days from the date of delivery to Licensee. THIS WARRANTY IS CONTINGENT ON LICENSEE'S PROPER USE OF THE SOFTWARE IN THE APPLICATION FOR WHICH IT WAS INTENDED. IT DOES NOT APPLY TO UNUSUAL MECHANICAL STRESS, ACCIDENT, MISUSE, ELECTRICAL POWER FAILURE, POWER SURGE, EXCESS HUMIDITY, OR OTHER CONDITION OUTSIDE OF NORMAL USE. (b) THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. CUSTOM SPEECH USA DISCLAIMS ALL WARRANTIES WITH REGARD TO THE SOFTWARE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, RELIABILITY, ACCURACY, OR PERFORMANCE. (c) Licensee acknowledges that the Software may not meet its requirements, that documentation may be inaccurate or outdated, that operation of computer software programs is not error free, that occurrence of these errors may be unpredictable, uncertain, and erratic, that speech recognition and other speech and language processing applications make mistakes, and that it is the users responsibility to correct these mistakes. (d) Licensee further acknowledges that protection against violation of restrictions in paragraph 2, security and backup of data stored in software, and protection against malicious code are Licensee's sole responsibility. "Malicious code" is defined as program code designed to contaminate other computer programs or computer data, consume computer resources, modify, destroy, record, or transmit data, or in some other fashion disrupt the normal operation of the computer system, or computer network, including, but not limited to, viruses, worms, Trojan horses, droppers, and logic bombs. (e) Refunds for Software are not available. Under warranty provisions of Section 8 (a), Licensee must first provide written proof of purchase or lease showing that the electronic media is under warranty and obtain a return merchandise authorization (RMA) number from Custom Speech USA before returning the item, prepay all shipping and insurance costs for original and replacement, and assume all risk of loss in damage in transit. All Custom Speech USA handling, restocking, or other charges must be prepaid to Custom Speech USA prior to return. Custom Speech USA may elect to provide the most recent version, upgrade, or update of its Software on replacement electronic media. If Custom Speech USA determines that there is no defect of electronic media under Section 8 (a), it may elect to return the original item to Licensee.
9. LIABILITY. LICENSEE AGREES TO HOLD CUSTOM SPEECH USA, ITS OFFICERS, DIRECTORS, STOCKHOLDERS OR OTHER OWNERS, EMPLOYEES, INDEPENDENT CONTRACTORS, OR RESELLERS HARMLESS FOR ALL DAMAGES ARISING FROM USE OF CUSTOM SPEECH USA SOFTWARE OR SERVICES FOR SUPPORT OR MAINTENANCE OF THIS SOFTWARE. CUSTOM SPEECH USA AND THESE OTHER PARTIES WILL NOT BE LIABLE IN ANY SUIT BROUGHT BY ANY LICENSEE FOR ANY LOST PROFITS OR DAMAGES, INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR ATTORNEYS FEES ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE SOFTWARE OR RELATED SERVICES, OR BASED ON ANY CLAIMED NEGLIGENCE OR BREACH OF THIS AGREEMENT. LICENSEE AGREES THAT IT SHALL BE LIABLE FOR ALL ATTORNEYS FEES AND OTHER COSTS INCURRED BY CUSTOM SPEECH USA IN DEFENSE OF ANY ACTION, INCLUDING, BUT NOT LIMITED TO, ACTION IN LAW OR EQUITY, GOVERNMENT ADMINISTRATIVE PROCEEDING, OR ARBITRATION PANEL, IF NO ADVERSE JUDGEMENT OR ACTION IS ENTERED AGAINST CUSTOM SPEECH USA. IF ACTION RESULTS IN LIMITED JUDGMENT OR ACTION AGAINST CUSTOM SPEECH USA, LICENSEE SHALL BE LIABLE TO CUSTOM SPEECH USA FOR ATTORNEYS FEES AND OTHER COSTS RESULTING FROM DEFENSE AGAINST THOSE CLAIMS, OR SECTIONS THEREOF, DECIDED IN FAVOR OF CUSTOM SPEECH USA.
10. REMEDIES. LICENSEE'S EXCLUSIVE REMEDY UNDER THIS LICENSE AGREEMENT FOR BREACH OF CONTRACT OR NEGLIGENCE FOR DEFECTIVE PRODUCT SHALL BE LIMITED TO REPLACEMENT OF ANY ELECTRONIC MEDIA NOT MEETING THE "LIMITED WARRANTY" PROVIDED ABOVE IN SECTION 8 AFTER RETURN TO CUSTOM SPEECH USA WITHIN THE WARRANTY PERIOD. IF CUSTOM SPEECH USA CANNOT REPLACE SOFTWARE MEDIA FREE OF DEFECTS IN MATERIALS OR WORKMANSHIP, THEN LICENSEE MAY TERMINATE THIS LICENSE BY RETURNING ALL COPIES OF THE SOFTWARE TO CUSTOM SPEECH USA AND UNINSTALLING SOFTWARE. LICENSEE'S EXCLUSIVE REMEDY FOR ALLEGED BREACH OF CONTRACT OR NELIGENCE CONCERNING ANY RELATED SUPPORT OR MAINTENANCE SERVICE PROVIDED BY CUSTOM SPEECH USA SHALL BE LIMITED TO AN ACTION IN LAW FOR PURCHASE OR LEASE PRICE.
11. DEFAULT. (a) If Licensee is in breach of any terms of this Agreement, Custom Speech USA may (i) terminate this Agreement and declare the unpaid balance due and payable immediately, (ii) exercise any other remedy at law or in equity, including the repossession, or both (i) and (ii). Licensee shall pay Custom Speech USA all costs incurred, including reasonable attorneys' fees, in exercising its rights or remedies. (b) If Licensee violates any restriction contained in Section 2, or attempts to do so, Custom Speech USA shall have the right to injunctive relief and any other remedies available in law or equity. Licensee hereby acknowledges that monetary relief alone for any violation or attempted violation under Section 2 is inadequate.
12. TERMINATION. (a) This Agreement remains in effect until terminated. (b) Licensee may terminate at any time by providing written notice to Custom Speech USA. (c) Custom Speech USA may terminate this License upon (i) Licensee's breach of any conditions of this License Agreement, or (ii) Licensee's violation of any law or regulation governing the use of the Software, including copyright, patent, export, embargo, or other legal restrictions. No notice shall be required from Custom Speech USA to effectuate such termination. (d) Upon termination by Licensee or after notice of termination by Custom Speech USA, Licensee shall immediately cease using the Software, and within 14 days of the written notice of termination perform the following: return, at Licensee's expense, all existing copies, if any, of Software on electronic media, and send written notice to Custom Speech USA that all Software has been uninstalled. No refund shall be available for Software or related support or maintenance due to termination of this Agreement.
13. SUPPORT. Customer, beta site, vendor, or developer support, if any, may be provided on such terms as Custom Speech USA elects to make available. Custom Speech USA may require registration, fee, or both. Price, terms, and availability of support are subject to change by Custom Speech USA without notice. Response time and accuracy, reliability, and completeness of any information provided by support personnel, online documentation, or other materials cannot be guaranteed. Custom Speech USA may use technical information concerning Software use provided by Licensee or its personnel for product development, support, and other business purposes. Licensee or other party has no intellectual property rights in software or documentation derived from information supplied to Custom Speech USA. Support terms may be further defined in user manual, online, or other means.
14. OTHER RIGHTS. All intellectual property rights in the Software are the property of Custom Speech USA. All rights not expressly granted are reserved to Custom Speech USA.
15. HEADINGS NOT CONTROLLING. The paragraph headings contained in this Agreement are inserted for identification purposes only. They shall not be deemed a part of this Agreement for purposes of interpretation.
16. SEVERABILITY. If any provision in this Agreement shall be determined to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.
17. ENTIRE AGREEMENT. This Agreement is the only license agreement between Custom Speech USA and Licensee. The License Agreement incorporates and supersedes all prior communications, written or oral, and representations, express or implied, between the parties concerning the subject matter of this Agreement, unless expressly agreed to in writing by Custom Speech USA.
18. AMENDMENT. No modification, change, discharge, or waiver of any term or provision of this License Agreement shall be valid or binding unless the same is in writing signed by all parties.
19. WAIVER. No delay or failure to take action under this Agreement shall constitute a waiver unless expressly waived in writing by Custom Speech USA. No single waiver shall constitute a continuing or subsequent waiver.
20. CONSTRUCTION. Whenever used in this Agreement, the singular may include the plural and the plural may include the singular, and the use of any gender shall be applicable to all genders.
21. VENUE. Licensee agrees that venue for any suit or action arising out of this Agreement, including but not limited to shall be the courts of Lake County, Indiana.
22. GOVERNING LAW. This Agreement will be governed by the laws of the State of Indiana without giving effect to choice of law principles.
23. NOTICE. Written notice to Custom Speech USA shall be sent to the U.S. postal service mail address provided below. Written notice to Licensee shall be provided to email address and/or mail address, as Custom Speech USA may elect. It shall be Licensee's responsibility to provide Custom Speech USA with valid email and/or mailing address and any changes thereto sent to the U.S. postal service mail address provided below.
Revision 10.11.07
We teach computers how to listen®
Custom Speech USA, Inc.
3 North Court Street, Suite B365
Crown Point, IN 46307
Web: www.customspeechusa.com
Email: info@customspeechusa.com
Custom Speech USA, Inc. SpeechServers™ (Dragon NaturallySpeaking v. 6 and IBM ViaVoice v. 10 versions) are distributed with software subject to the following license:
GNU GENERAL PUBLIC LICENSE
Version 2, June 1991
Copyright (C) 1989, 1991 Free Software Foundation, Inc.
59 Temple Place - Suite 330, Boston, MA 02111-1307, USA
Everyone is permitted to copy and distribute verbatim copies of this license document, but changing it is not allowed.
Preamble
The licenses for most software are designed to take away your freedom to share and change it. By contrast, the GNU General Public License is intended to guarantee your freedom to share and change free software--to make sure the software is free for all its users. This General Public License applies to most of the Free Software Foundation's software and to any other program whose authors commit to using it. (Some other Free Software Foundation software is covered by the GNU Library General Public License instead.) You can apply it to your programs, too.
When we speak of free software, we are referring to freedom, not price. Our General Public Licenses are designed to make sure that you have the freedom to distribute copies of free software (and charge for this service if you wish), that you receive source code or can get it if you want it, that you can change the software or use pieces of it in new free programs; and that you know you can do these things.
To protect your rights, we need to make restrictions that forbid anyone to deny you these rights or to ask you to surrender the rights. These restrictions translate to certain responsibilities for you if you distribute copies of the software, or if you modify it.
For example, if you distribute copies of such a program, whether gratis or for a fee, you must give the recipients all the rights that you have. You must make sure that they, too, receive or can get the source code. And you must show them these terms so they know their rights.
We protect your rights with two steps: (1) copyright the software, and (2) offer you this license which gives you legal permission to copy, distribute and/or modify the software.
Also, for each author's protection and ours, we want to make certain that everyone understands that there is no warranty for this free software. If the software is modified by someone else and passed on, we want its recipients to know that what they have is not the original, so that any problems introduced by others will not reflect on the original authors' reputations.
Finally, any free program is threatened constantly by software patents. We wish to avoid the danger that redistributors of a free program will individually obtain patent licenses, in effect making the program proprietary. To prevent this, we have made it clear that any patent must be licensed for everyone's free use or not licensed at all.
The precise terms and conditions for copying, distribution and modification follow.
TERMS AND CONDITIONS FOR COPYING, DISTRIBUTION AND MODIFICATION
0. This License applies to any program or other work which contains a notice placed by the copyright holder saying it may be distributed under the terms of this General Public License. The "Program", below, refers to any such program or work, and a "work based on the Program" means either the Program or any derivative work under copyright law: that is to say, a work containing the Program or a portion of it, either verbatim or with modifications and/or translated into another language. (Hereinafter, translation is included without limitation in the term "modification".) Each licensee is addressed as "you".
Activities other than copying, distribution and modification are not covered by this License; they are outside its scope. The act of running the Program is not restricted, and the output from the Program is covered only if its contents constitute a work based on the Program (independent of having been made by running the Program). Whether that is true depends on what the Program does.
1. You may copy and distribute verbatim copies of the Program's source code as you receive it, in any medium, provided that you conspicuously and appropriately publish on each copy an appropriate copyright notice and disclaimer of warranty; keep intact all the notices that refer to this License and to the absence of any warranty; and give any other recipients of the Program a copy of this License along with the Program.
You may charge a fee for the physical act of transferring a copy, and you may at your option offer warranty protection in exchange for a fee.
2. You may modify your copy or copies of the Program or any portion of it, thus forming a work based on the Program, and copy and distribute such modifications or work under the terms of Section 1 above, provided that you also meet all of these conditions:
" a) You must cause the modified files to carry prominent notices stating that you changed the files and the date of any change.
" b) You must cause any work that you distribute or publish, that in whole or in part contains or is derived from the Program or any part thereof, to be licensed as a whole at no charge to all third parties under the terms of this License.
" c) If the modified program normally reads commands interactively when run, you must cause it, when started running for such interactive use in the most ordinary way, to print or display an announcement including an appropriate copyright notice and a notice that there is no warranty (or else, saying that you provide a warranty) and that users may redistribute the program under these conditions, and telling the user how to view a copy of this License. (Exception: if the Program itself is interactive but does not normally print such an announcement, your work based on the Program is not required to print an announcement.)
These requirements apply to the modified work as a whole. If identifiable sections of that work are not derived from the Program, and can be reasonably considered independent and separate works in themselves, then this License, and its terms, do not apply to those sections when you distribute them as separate works. But when you distribute the same sections as part of a whole which is a work based on the Program, the distribution of the whole must be on the terms of this License, whose permissions for other licensees extend to the entire whole, and thus to each and every part regardless of who wrote it.
Thus, it is not the intent of this section to claim rights or contest your rights to work written entirely by you; rather, the intent is to exercise the right to control the distribution of derivative or collective works based on the Program.
In addition, mere aggregation of another work not based on the Program with the Program (or with a work based on the Program) on a volume of a storage or distribution medium does not bring the other work under the scope of this License.
3. You may copy and distribute the Program (or a work based on it, under Section 2) in object code or executable form under the terms of Sections 1 and 2 above provided that you also do one of the following:
" a) Accompany it with the complete corresponding machine-readable source code, which must be distributed under the terms of Sections 1 and 2 above on a medium customarily used for software interchange; or,
" b) Accompany it with a written offer, valid for at least three years, to give any third party, for a charge no more than your cost of physically performing source distribution, a complete machine-readable copy of the corresponding source code, to be distributed under the terms of Sections 1 and 2 above on a medium customarily used for software interchange; or,
" c) Accompany it with the information you received as to the offer to distribute corresponding source code. (This alternative is allowed only for noncommercial distribution and only if you received the program in object code or executable form with such an offer, in accord with Subsection b above.)
The source code for a work means the preferred form of the work for making modifications to it. For an executable work, complete source code means all the source code for all modules it contains, plus any associated interface definition files, plus the scripts used to control compilation and installation of the executable. However, as a special exception, the source code distributed need not include anything that is normally distributed (in either source or binary form) with the major components (compiler, kernel, and so on) of the operating system on which the executable runs, unless that component itself accompanies the executable.
If distribution of executable or object code is made by offering access to copy from a designated place, then offering equivalent access to copy the source code from the same place counts as distribution of the source code, even though third parties are not compelled to copy the source along with the object code.
4. You may not copy, modify, sublicense, or distribute the Program except as expressly provided under this License. Any attempt otherwise to copy, modify, sublicense or distribute the Program is void, and will automatically terminate your rights under this License. However, parties who have received copies, or rights, from you under this License will not have their licenses terminated so long as such parties remain in full compliance.
5. You are not required to accept this License, since you have not signed it. However, nothing else grants you permission to modify or distribute the Program or its derivative works. These actions are prohibited by law if you do not accept this License. Therefore, by modifying or distributing the Program (or any work based on the Program), you indicate your acceptance of this License to do so, and all its terms and conditions for copying, distributing or modifying the Program or works based on it.
6. Each time you redistribute the Program (or any work based on the Program), the recipient automatically receives a license from the original licensor to copy, distribute or modify the Program subject to these terms and conditions. You may not impose any further restrictions on the recipients' exercise of the rights granted herein. You are not responsible for enforcing compliance by third parties to this License.
7. If, as a consequence of a court judgment or allegation of patent infringement or for any other reason (not limited to patent issues), conditions are imposed on you (whether by court order, agreement or otherwise) that contradict the conditions of this License, they do not excuse you from the conditions of this License. If you cannot distribute so as to satisfy simultaneously your obligations under this License and any other pertinent obligations, then as a consequence you may not distribute the Program at all. For example, if a patent license would not permit royalty-free redistribution of the Program by all those who receive copies directly or indirectly through you, then the only way you could satisfy both it and this License would be to refrain entirely from distribution of the Program.
If any portion of this section is held invalid or unenforceable under any particular circumstance, the balance of the section is intended to apply and the section as a whole is intended to apply in other circumstances.
It is not the purpose of this section to induce you to infringe any patents or other property right claims or to contest validity of any such claims; this section has the sole purpose of protecting the integrity of the free software distribution system, which is implemented by public license practices. Many people have made generous contributions to the wide range of software distributed through that system in reliance on consistent application of that system; it is up to the author/donor to decide if he or she is willing to distribute software through any other system and a licensee cannot impose that choice.
This section is intended to make thoroughly clear what is believed to be a consequence of the rest of this License.
8. If the distribution and/or use of the Program is restricted in certain countries either by patents or by copyrighted interfaces, the original copyright holder who places the Program under this License may add an explicit geographical distribution limitation excluding those countries, so that distribution is permitted only in or among countries not thus excluded. In such case, this License incorporates the limitation as if written in the body of this License.
9. The Free Software Foundation may publish revised and/or new versions of the General Public License from time to time. Such new versions will be similar in spirit to the present version, but may differ in detail to address new problems or concerns.
Each version is given a distinguishing version number. If the Program specifies a version number of this License which applies to it and "any later version", you have the option of following the terms and conditions either of that version or of any later version published by the Free Software Foundation. If the Program does not specify a version number of this License, you may choose any version ever published by the Free Software Foundation.
10. If you wish to incorporate parts of the Program into other free programs whose distribution conditions are different, write to the author to ask for permission. For software which is copyrighted by the Free Software Foundation, write to the Free Software Foundation; we sometimes make exceptions for this. Our decision will be guided by the two goals of preserving the free status of all derivatives of our free software and of promoting the sharing and reuse of software generally.
NO WARRANTY
11. BECAUSE THE PROGRAM IS LICENSED FREE OF CHARGE, THERE IS NO WARRANTY FOR THE PROGRAM, TO THE EXTENT PERMITTED BY APPLICABLE LAW. EXCEPT WHEN OTHERWISE STATED IN WRITING THE COPYRIGHT HOLDERS AND/OR OTHER PARTIES PROVIDE THE PROGRAM "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PROGRAM IS WITH YOU. SHOULD THE PROGRAM PROVE DEFECTIVE, YOU ASSUME THE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.
12. IN NO EVENT UNLESS REQUIRED BY APPLICABLE LAW OR AGREED TO IN WRITING WILL ANY COPYRIGHT HOLDER, OR ANY OTHER PARTY WHO MAY MODIFY AND/OR REDISTRIBUTE THE PROGRAM AS PERMITTED ABOVE, BE LIABLE TO YOU FOR DAMAGES, INCLUDING ANY GENERAL, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE PROGRAM (INCLUDING BUT NOT LIMITED TO LOSS OF DATA OR DATA BEING RENDERED INACCURATE OR LOSSES SUSTAINED BY YOU OR THIRD PARTIES OR A FAILURE OF THE PROGRAM TO OPERATE WITH ANY OTHER PROGRAMS), EVEN IF SUCH HOLDER OR OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Custom Speech USA, Inc. SpeechMax™ and SpeechServers™ may be distributed with runtime license for Dragon NaturallySpeaking. This runtime license is for use only with these applications and is subject to the following End User License Agreement:
Nuance Communications, Inc.
END USER LICENSE AGREEMENT
This License Agreement (“Agreement”) is between you (“Licensee” or “you”) and Nuance Communications, Inc. and/or one or more of its affiliates (collectively, “Nuance”). By opening the sealed Software Package and/or by installing or otherwise using the software accompanying this Agreement (“Software”), you agree to be bound by the terms and conditions of this Agreement. The term “Software” shall also include any modified versions, updates, or upgrades of the Software licensed to you by Nuance. You may install and use a modified version, update, or upgrade of the Software only if you have a validly licensed existing 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 your license 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. If you do not agree to the terms and conditions of this Agreement, you may not install or use the Software and must promptly return the Software and all accompanying materials to Nuance Communications, Inc., 1 Wayside Road, Burlington, MA 01803.
As used in this Agreement, “Software Package” means the Software and the accompanying documentation and microphone (if applicable). As used in this Agreement, “User Profile” refers to the record of speaker-specific data that provides a consistent dictation experience across successive dictation sessions.
1(a). Grant of License (Except for Educational Institutions).
Nuance grants a non-exclusive license, without the right to sublicense or otherwise transfer, to Licensee (and Licensees employees who agree to be bound by the terms and conditions of this License, provided Licensee has entered into a Nuance volume license agreement), to install and use the Software contained on the provided installation media on a computer running a validly-licensed operating system and to use, in connection with such Software, the rest of the Software Package. An individual Licensee is permitted to create and use multiple User Profiles under this License. User Profiles can be stored on one machine or on a server to allow the speaker to move from machine to machine and still maintain a consistent dictation experience across machines. A separate license, however, must be purchased for each additional speaker whose User Profile or User Profiles is or are being used by the Software. Licensee may authorize a third party to use the Software in connection with any of Licensees User Profiles solely for the purpose of performing editing or correcting functions for Licensee; however, such third party must purchase a separate License to create his or her own User Profile. This license for the Software Package does not allow Licensee to use the Software as a run-time engine.
1(b). Grant of License (Educational Institutions Only).
Nuance grants a non-exclusive license, without the right to sublicense or otherwise transfer, to Licensee to install and use one copy of the Software contained on the provided installation media on a single computer running a validly-licensed operating system and to use, in connection with such Software, the rest of the Software Package. Licensee is permitted to create and use multiple User Profiles under this License. A single license for the Software Package does not allow Licensee to use the Software Package on a server. This license for the Software Package does not allow Licensee to use the Software as a run-time engine.
2. Nuances Rights
Licensee acknowledges that the Software Package consists of proprietary information and products of Nuance (or other third parties) protected under United States or other patent, copyright, or trade secret laws. Licensee further acknowledges and agrees that all right, title and interest in and to the Software Package, and each component thereof, are and shall remain with Nuance. This Agreement does not convey to Licensee an interest in or to the Software Package but only a limited right to use, revocable in accordance with the terms of this Agreement.
3. Term
This License is effective upon Licensees first installation and/or use of the Software and shall continue until terminated. Licensee may terminate this Agreement at any time by returning the Software Package to Nuance. Nuance may terminate this Agreement upon breach by Licensee of any terms hereof. Upon such termination by Nuance, Licensee agrees to uninstall the Software and promptly return the Software Package to Nuance.
4. Other Restrictions
This document is Licensees proof of a non-exclusive license to exercise the rights granted herein and must be retained by Licensee. Licensee may not rent, lease, or otherwise commercialize the Software Package in any manner. Licensee may not reverse engineer, decompile, modify, create derivative works (except for User Profiles or custom vocabularies as set forth in the accompanying documentation) of, or disassemble the Software, except to the extent that the foregoing restriction is expressly prohibited by applicable law. Licensee may not modify, make additions to or otherwise adapt the Software Package for the purpose of enabling or adding features or functionality from another version or edition of the Software. Licensee may not use the Software in conjunction with other software or data packages for the purpose of enabling or adding features or functionality from another version or edition of the Software. Licensee may only use the Software in accordance with and in the manner intended by its accompanying documentation. The following additional restriction applies to “Essentials,” “Standard,” and “Preferred” editions of the Software: Licensee may not knowingly use, or encourage or cause others to use, the Software in conjunction with any third party application that was developed using the Dragon NaturallySpeaking SDK or any of the features, functionality or documentation provided with the Dragon NaturallySpeaking SDK. Licensee may not publish the results of benchmarking the Software against competitive software. Licensee may not transfer or assign this license or the Software Package to any third party without the prior express written consent of Nuance. Any changes to, modifications to, or derivative works (except as set forth above) of the Software shall become the exclusive property of Nuance.
5. Notifications
The Software contains a component that will automatically activate Licensees Internet browser and attempt to initiate a connection through the Internet to a website maintained by Nuance. This connection will be made using the Internet connections and telephone lines under Licensees control. From time to time, Licensee may receive notices about the Software or other information through this Internet connection. By installing the Software on Licensees computer, Licensee hereby consents to have the Software initiate a connection through the Internet to Nuances website, to use Licensees resources to connect to such website, and to receive notices about the Software and other information through this Internet connection.
6. Proprietary Rights
Title, ownership rights, and intellectual property rights in the Software Package 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 Nuances or its suppliers or licensors ownership of or rights with respect to the Software Package. The Software Package is protected by copyright and other intellectual property laws and by international treaties.
7. Disclaimer of Warranty
THE SOFTWARE PACKAGE 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 OR RESELLERS ASSUMES THE ENTIRE COST OF ANY SERVICE OR 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.
8. Limitation of Liability
IN NO EVENT WILL NUANCE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, ECONOMIC OR CONSEQUENTIAL DAMAGES, ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE PACKAGE, INCLUDING THE SOFTWARE, DOCUMENTATION, OR MICROPHONE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO CASE SHALL NUANCES LIABILITY EXCEED THE AMOUNT PAID BY LICENSEE FOR THE SOFTWARE PACKAGE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO IN THOSE STATES, THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. AS A CONDITION OF YOUR USE OF THE SOFTWARE PACKAGE, YOU AGREE TO INDEMNIFY NUANCE FOR ALL CLAIMS RELATING TO YOUR USE, REPRODUCTION AND/OR RECEIPT OF CONTENT THROUGH USE OF THE SOFTWARE PACKAGE. LICENSEE UNDERSTANDS THAT SPEECH RECOGNITION IS A STATISTICAL PROCESS AND THAT RECOGNITION ERRORS ARE INHERENT IN THE PROCESS. LICENSEE ACKNOWLEDGES THAT IT IS LICENSEES RESPONSIBILITY TO CORRECT RECOGNITION ERRORS BEFORE USING THE RESULTS OF THE RECOGNITION.
9. Assignment
Licensee shall not sublicense, rent, lease or lend the Software to another party.
10. Remedies
If Licensee breaches this Agreement, Licensee shall promptly return the Software Package to Nuance. A breach by Licensee will irrevocably harm Nuance, and Nuance shall be entitled to injunctive and/or other equitable relief, in addition to any other remedies afforded by law.
11. Governing Law
This Agreement shall be governed by the laws of the Commonwealth of Massachusetts.
12. Severability
Should any term of this Agreement be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof.
13. No Waiver
The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
14. RealSpeak™ software
Some versions of the Software incorporate Nuances RealSpeak™ software and/or certain other components owned by Nuance or its affiliates. Licensee is permitted to use such components only as part of, and as incorporated in, the Software.
15. United States Government End Users
This Section applies to all acquisitions of the Software by or for the Federal government or by any prime contractor or subcontractor (at any tier) under any contract, grant, cooperative agreement, or other activity with the Federal 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 governments use and disclosure of the Software and shall supersede any conflicting contractual terms or conditions. If this Agreement fails to meet the governments needs or is inconsistent in any respect with Federal law, 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.
Copyright © 2006 Nuance Communications, Inc. All rights reserved. Nuance, the Nuance logo, Dragon, NaturallySpeaking, and RealSpeak are trademarks or registered trademarks of Nuance Communications, Inc. or its affiliates in the United States and/or other countries. The Software contains Macromedia Flash™ Player software by Macromedia, Inc., Copyright © 1995-2005 Macromedia, Inc. All rights reserved. Macromedia and Flash are trademarks of Macromedia, Inc.
Custom Speech USA, Inc. SpeechMax™ and SpeechServers™ may be distributed with runtime license for IBM ViaVoice. This runtime license is for use only with these applications and is subject to the following IBM International Program License Agreement (IPLA):
International Program License Agreement
Part 1 - General Terms
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE PROGRAM. IBM WILL LICENSE THE PROGRAM TO YOU ONLY IF YOU FIRST ACCEPT THE TERMS OF THIS AGREEMENT. BY USING THE PROGRAM YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, PROMPTLY RETURN THE UNUSED PROGRAM TO THE PARTY (EITHER IBM OR ITS RESELLER) FROM WHOM YOU ACQUIRED IT TO RECEIVE A REFUND OF THE AMOUNT YOU PAID.
The Program is owned by International Business Machines Corporation or one of its subsidiaries (IBM) or an IBM supplier, and is copyrighted and licensed, not sold.
The term "Program" means the original program and all whole or partial copies of it. A Program consists of machine- readable instructions, its components, data, audio-visual content (such as images, text, recordings, or pictures), and related licensed materials.
This Agreement includes Part 1 - General Terms, Part 2 - Country-unique Terms, and "License Information" and is the complete agreement regarding the use of this Program, and replaces any prior oral or written communications between you and IBM. The terms of Part 2 and License Information may replace or modify those of Part 1.
1. License
Use of the Program
IBM grants you a nonexclusive license to use the Program.
You may 1) use the Program to the extent of authorizations you have acquired and 2) make and install copies to support the level of use authorized, providing you reproduce the copyright notice and any other legends of ownership on each copy, or partial copy, of the Program.
If you acquire this Program as a program upgrade, your authorization to use the Program from which you upgraded is terminated.
You will ensure that anyone who uses the Program does so only in compliance with the terms of this Agreement.
You may not 1) use, copy, modify, or distribute the Program except as provided in this Agreement; 2) reverse assemble, reverse compile, or otherwise translate the Program except as specifically permitted by law without the possibility of contractual waiver; or 3) sublicense, rent, or lease the Program.
Transfer of Rights and Obligations
You may transfer all your license rights and obligations under a Proof of Entitlement for the Program to another party by transferring the Proof of Entitlement and a copy of this Agreement and all documentation. The transfer of your license rights and obligations terminates your authorization to use the Program under the Proof of Entitlement.
2. Proof of Entitlement
The Proof of Entitlement for this Program is evidence of your authorization to use this Program and of your eligibility for warranty services, future upgrade program prices (if announced), and potential special or promotional opportunities.
3. Charges and Taxes
IBM defines use for the Program for charging purposes and specifies it in the Proof of Entitlement. Charges are based on extent of use authorized. If you wish to increase the extent of use, notify IBM or its reseller and pay any applicable charges. IBM does not give refunds or credits for charges already due or paid.
If any authority imposes a duty, tax, levy or fee, excluding those based on IBM's net income, upon the Program supplied by IBM under this Agreement, then you agree to pay that amount as IBM specifies or supply exemption documentation.
4. Limited Warranty
IBM warrants that when the Program is used in the specified operating environment it will conform to its specifications. IBM does not warrant uninterrupted or error-free operation of the Program or that we will correct all Program defects. You are responsible for the results obtained from the use of the Program. The warranty period for the Program expires when its Program services are no longer available. The License Information specifies the duration of Program services.
During the warranty period warranty service is provided without charge for the unmodified portion of the Program through defect-related Program services. Program services are available for at least one year following the Program's general availability. Therefore, the duration of warranty service depends on when you obtain your license. If the Program does not function as warranted during the first year after you obtain your license and IBM is unable to resolve the problem by providing a correction, restriction, or bypass, you may return the Program to the party (either IBM or its reseller) from whom you acquired it and receive a refund in the amount you paid for it. To be eligible, you must have acquired the Program while Program services (regardless of the remaining duration) were available for it.
THESE WARRANTIES ARE YOUR EXCLUSIVE WARRANTIES AND REPLACE ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
These warranties give you specific legal rights, and you may also have other rights which vary from jurisdiction to jurisdiction. Some jurisdictions do not allow the exclusion or limitation of implied warranties, so the above exclusion or limitation may not apply to you. In that event such warranties are limited in duration to the warranty period. No warranties apply after that period.
5. Limitation of Liability
Circumstances may arise where, because of a default on IBM's part or other liability, you are entitled to recover damages from IBM. In each such instance, regardless of the basis on which you may be entitled to claim damages from IBM, (including fundamental breach, negligence, misrepresentation, or other contract or tort claim), IBM is liable for no more than 1) damages for bodily injury (including death) and damage to real property and tangible personal property and 2) the amount of any other actual direct damages up to the greater of U.S. $100,000 (or equivalent in your local currency) or the charges for the Program that is the subject of the claim.
IBM WILL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES OR FOR ANY ECONOMIC CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR SAVINGS), EVEN IF IBM, OR ITS RESELLER, HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
IBM will not be liable for 1) loss of, or damage to, your records or data or 2) any damages claimed by you based on any third party claim.
This limitation of liability also applies to any developer of a Program supplied to IBM. It is the maximum for which IBM and its suppliers are collectively responsible.
6. General
Nothing in this Agreement affects any statutory rights of consumers that cannot be waived or limited by contract.
IBM may terminate your license if you fail to comply with the terms of this Agreement. If IBM does so, your authorization to use the Program is also terminated.
You agree to comply with applicable export laws and regulations.
Neither you nor IBM will bring a legal action under this Agreement more than two years after the cause of action arose unless otherwise provided by local law without the possibility of contractual waiver or limitation.
Neither you nor IBM is responsible for failure to fulfill any obligations due to causes beyond its control.
The laws of the country in which you acquire the Program govern this Agreement, except 1) in Australia, the laws of the State or Territory in which the transaction is performed govern this Agreement; 2) in Albania, Armenia, Belarus, Bosnia/Herzegovina, Bulgaria, Croatia, Czech Republic, Georgia, Hungary, Kazakhstan, Kirghizia, Former Yugoslav Republic of Macedonia (FYROM), Moldova, Poland, Romania, Russia, Slovak Republic, Slovenia, Ukraine, and Federal Republic of Yugoslavia, the laws of Austria govern this Agreement; 3) in the United Kingdom, all disputes relating to this Agreement will be governed by English Law and will be submitted to the exclusive jurisdiction of the English courts; 4) in Canada, the laws in the Province of Ontario govern this Agreement; and 5) in the United States and Puerto Rico, and People's Republic of China, the laws of the State of New York govern this Agreement.
Part 2 - Country-unique Terms
AUSTRALIA:
Limited Warranty (Section 4):
The following paragraph is added to this Section:
The warranties specified in this Section are in addition to any rights you may have under the Trade Practices Act 1974 or other legislation and are only limited to the extent permitted by the applicable legislation.
Limitation of Liability (Section 5):
The following paragraph is added to this Section:
Where IBM is in breach of a condition or warranty implied by the Trade Practices Act 1974, IBM's liability is limited to the repair or replacement of the goods, or the supply of equivalent goods. Where that condition or warranty relates to right to sell, quiet possession or clear title, or the goods are of a kind ordinarily acquired for personal, domestic or household use or consumption, then none of the limitations in this paragraph apply.
EGYPT:
Limitation of Liability (Section 5):
The following replaces item 2 in the first paragraph of this Section:
2) as to any other actual direct damages, IBM's liability will be limited to the total amount you paid for the Program that is the subject of the claim.
FRANCE :
Limitation of Liability (Section 5):
The following replaces the second sentence in the first paragraph of this Section:
In such instances, regardless of the basis on which you are entitled to claim damages from IBM, IBM is liable for no more than 1) damages for bodily injury (including death) and damage to real property and tangible personal property; and 2) the amount of any other actual direct damages up to the greater of a) U. S. $100,000 (or equivalent in local currency) or b) the charges for the Program which is the subject of the claim.
GERMANY:
Limited Warranty (Section 4):
The following paragraphs are added to this Section:
The minimum warranty period for Programs is six months.
In case a Program is delivered without Specifications, we will only warrant that the Program information correctly describes the Program and that the Program can be used according to the Program information. You have to check the usability according to the Program information within the "money-back guaranty" period.
The following replaces the first sentence of the first paragraph of this Section:
The warranty for an IBM Program covers the functionality of the Program for its normal use and the Program's conformity to its Specifications.
Limitation of Liability (Section 5):
The following paragraph is added to the Section:
The limitations and exclusions specified in the Agreement will not apply to damages caused by IBM with fraud or gross negligence, and for express warranty.
In item 2, replace "U.S. $100,000" with "DEM 1.000.000".
The following sentence is added to the end of item 2 of the first paragraph:
IBM's liability under this item is limited to the violation of essential contractual terms in cases of ordinary negligence.
INDIA:
Limitation of Liability (Section 5):
The following replaces items 1 and 2 in the first paragraph:
1) liability for bodily injury (including death) or damage to real property and tangible personal property will be limited to that caused by IBM's negligence; and 2) as to any other actual damage arising in any situation involving nonperformance by IBM pursuant to, or in any way related to the subject of this Agreement, IBM's liability will be limited to the charge paid by you for the individual Program that is the subject of the claim.
General (Section 6):
The following replaces the fourth paragraph of this Section:
If no suit or other legal action is brought, within two years after the cause of action arose, in respect of any claim that either party may have against the other, the rights of the concerned party in respect of such claim will be forfeited and the other party will stand released from its obligations in respect of such claim.
IRELAND:
Limited Warranty (Section 4):
The following paragraph is added to this Section:
Except as expressly provided in these terms and conditions, all statutory conditions, including all warranties implied, but without prejudice to the generality of the foregoing, all warranties implied by the Sale of Goods Act 1893 or the Sale of Goods and Supply of Services Act 1980 are hereby excluded.
Limitation of Liability (Section 5):
The following replaces items 1 and 2 in the first paragraph of this Section:
1) death or personal injury or physical damage to your real property solely caused by IBM's negligence; and 2) the amount of any other actual direct damages, up to the greater of Irish Pounds 75,000 in respect of Programs or 125 percent of the charges for the Program that is the subject of the claim or which otherwise gives rise to the claim.
The following paragraph is added at the end of this Section:
IBM's entire liability and your sole remedy, whether in contract or in tort, in respect of any default will be limited to damages.
ITALY:
Limitation of Liability (Section 5):
The following replaces the second sentence in the first paragraph:
In each such instance unless otherwise provided by mandatory law, IBM is liable for no more than damages for bodily injury (including death) and damage to real property and tangible personal property and 2) as to any other actual damage arising in all situations involving non-performance by IBM pursuant to, or in any way related to the subject matter of this Agreement, IBM's liability, will be limited to the total amount you paid for the Program that is the subject of the claim.
NEW ZEALAND:
Limited Warranty (Section 4):
The following paragraph is added to this Section:
The warranties specified in this Section are in addition to any rights you may have under the Consumer Guarantees Act 1993 or other legislation which cannot be excluded or limited. The Consumer Guarantees Act 1993 will not apply in respect of any goods or services which IBM provides, if you require the goods or services for the purposes of a business as defined in that Act.
Limitation of Liability (Section 5):
The following paragraph is added to this Section:
Where Programs are not acquired for the purposes of a business as defined in the Consumer Guarantees Act 1993, the limitations in this Section are subject to the limitations in that Act.
PEOPLE'S REPUBLIC OF CHINA:
Charges (Section 3):
The following paragraph is added to the Section:
All banking charges incurred in the People's Republic of China will be borne by you and those incurred outside the People's Republic of China will be borne by IBM.
UNITED KINGDOM:
Limitation of Liability (Section 5):
The following replaces items 1 and 2 in the first paragraph of this Section:
1) death or personal injury or physical damage to your real property solely caused by IBM's negligence; 2) the amount of any other actual direct damages, up to the greater of Pounds Sterling 75,000 in respect of Programs or 125 percent of the charges for the Program that is the subject of the claim or which otherwise gives rise to the claim.
The following item is added:
3) breach of IBM's obligations implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982.
The following paragraph is added at the end of this Section:
IBM's entire liability and your sole remedy, whether in contract or in tort, in respect of any default will be limited to damages.
Z125-3301-10 (10/97)
LICENSE INFORMATION
The Programs listed below are licensed under the following terms and conditions in addition to those of the International Program License Agreement.
Program Name: ViaVoice for Windows Pro USB Upgrade Brazilian Portuguese
Program Number: C21AWBP
Guarantee: 1
Authorization for Use on Home/Portable Computer: 1
Program Services End Date: 2002/12/31
Y2K Readiness: 1
Program Name: ViaVoice for Windows Pro USB Upgrade U.S. English
Program Number: C21AUNA
Guarantee: 1
Authorization for Use on Home/Portable Computer: 1
Program Services End Date: 2002/12/31
Y2K Readiness: 1
EXPLANATIONS OF TERMS:
Guarantee:
The Program has a money-back guarantee. If for any reason you are unsatisfied with the Program, you may return it to the party (either IBM or its resellers) from whom you acquired it, to receive a refund of the amount you paid.
"1" means that this Program has a 30 day money-back guarantee.
"2" means that this Program has a 2 month money-back guarantee.
Authorization for Use on Home/Portable Computer:
"1" means that the Program may be stored on the primary machine and another machine, provided that the Program is not in active use on both machines at the same time.
"2" means that you may not copy and use this Program on another computer without paying additional license fees.
Program Services End Date:
The Program is warranted and program services will be available until the end date specified above.
Year 2000 Readiness:
"1" means that this Program does not have date dependencies and is therefore Year 2000 ready.
"2" means that this Program, when used in accordance with its associated documentation, is capable of correctly processing, providing and/or receiving date data within and between the twentieth and twenty-first centuries, provided that all products (for example, hardware, software, and firmware) used with this IBM Program properly exchange accurate date data with it.
Specified Operating Environment
The Program Specifications and Specified Operating Environment information may be found in documentation accompanying the Program such as the Installation/Users Guide.
U.S. Government Users Restricted Rights
U.S. Government Users Restricted Rights - Use, duplication, or disclosure restricted by the GSA ADP Schedule Contract with the IBM Corporation.
D/N: L-CBIS-52RRYD
P/N: L-CBIS-52RRYD
Custom Speech USA, Inc. acWAVE™ TTSVoice™ may be distributed with license for AT&T Natural Voices. This license is for use only with this applications and is subject to the following license agreements (Schedules A and B):
Schedule A: SOFTWARE LICENSE AGREEMENT for AT&T Natural Voices Text-to-Speech Engine: Desktop Edition for Microsoft Windows
ATTENTION: DO NOT INSTALL, COPY OR USE THIS SOFTWARE BEFORE READING THIS SOFTWARE LICENSE AGREEMENT (“LICENSE”) CAREFULLY. THIS LICENSE IS A LEGAL AGREEMENT BETWEEN THE INDIVIDUAL OR ENTITY THAT INSTALLS, COPIES OR USES THIS SOFTWARE ("YOU") AND AT&T CORP. ("AT&T"). BY INSTALLING, COPYING OR USING THIS SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THE LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT INSTALL, COPY OR USE THE SOFTWARE AND PROMPTLY RETURN THE SOFTWARE TO AT&T AT THE ADDRESS INDICATED BELOW.
This License provides the terms and conditions under which AT&T Corp. ("AT&T") is willing to grant you a non-exclusive right to use the software being provided to you pursuant to this License, namely the Desktop Edition of the software entitled "AT&T Natural Voices™ TTS Engine" and its associated printed or electronic documentation (the "Software"). The Software comprises any one or more of the following: (i) a text-to-speech engine, (ii) a software development kit that includes source code for exemplary client library interface programs for demonstrating how client applications may interact with the engine, and (iii) a means for extracting phonetic transcriptions of words. Also included within the meaning of Software are any audio files (e.g., .wav files) and descriptions thereof that You create using the Software. The Software is protected by copyright and other intellectual property laws and treaties.
By this License, AT&T grants You a limited, non-exclusive, non-transferable right to (1) install and maintain the Software on only one computer at any time (the “Computer”); (2) make one copy of the Software solely for backup or archival purposes of the Software installed on the Computer, provided that You must reproduce on the copy AT&T's copyright notice and any other proprietary legends on the original copy supplied by AT&T; (3) use the Software that You installed on such Computer solely for the Permitted Non-Commercial Purposes; and (4) modify only the exemplary client library interface program of the Software solely for the Permitted Non-Commercial Purposes.
As used in this License, "Permitted Non-Commercial Purposes" means solely the purposes of (1) synthesizing into speech phrases of text from software applications installed on the Computer that the Software is installed on, (2) saving such synthesized speech in computer files, (3) distributing or transmitting such files of synthesized speech to others, provided the text for such speech was provided solely by You, and (4) developing any value added software application program (“Your Developed Program”) that uses the Software to synthesize into speech no more than one phrase of text at a time from software application programs installed on the Computer that the Software is installed on. “Non-Commercial Purpose” excludes, without limitation, any distribution or transmission of the Software, speech synthesized from text provided by someone other than You by the Software, or Your Developed Program. “Non-Commercial Purpose” also excludes, without limitation, any use of the Software, speech synthesized by the Software, or Your Developed Program, for, as part of, or in connection with a product or service which is sold, offered for sale, licensed, leased, loaned or rented or otherwise provided or distributed for free, for a fee or otherwise. “Non-Commercial Purpose” also excludes use of the Subject Software with a text-to-speech software or speech recognition software not provided by AT&T. If You wish to perform any activity in connection with the Software not expressly authorized under this License, please contact AT&T Corp. for an appropriate license at the address or website indicated below.
You shall not have any rights under this License related to the source code of the Software, except for the source code of an exemplary client library interface program provided as part of the Software, which source code You may use solely in accordance with this License. EXCEPT AS EXPRESSLY AUTHORIZED UNDER THIS LICENSE, YOU SHALL NOT RENT, LEASE, LOAN, RESELL FOR PROFIT, USE, COPY, DISTRIBUTE, DISPLAY, PROVIDE OR TRANSFER THE SOFTWARE OR SPEECH SYNTHESIZED BY THE SOFTWARE IN ANY FORM, AND NO LICENSES ARE GRANTED OR IMPLIED. You shall not modify, adapt or translate the Software. You shall not reverse engineer, reverse compile or disassemble the Software or otherwise reduce the Software to human readable form. You shall not, directly or indirectly, export the Software to any country outside the country in which You reside. This License is personal between AT&T and You. No ownership interest in the Software is transferred to You. AT&T may assign or transfer to any company or person, or grant to any company or person a license or sublicense under, all or part of its interest in any rights to the Software, this License, or any license granted to AT&T hereunder. You may not assign, transfer or sublicense this License or your rights hereunder without the written consent of AT&T. You shall not assert against AT&T, its affiliates or authorized representatives any claim for infringement or misappropriation of any rights protectable under intellectual property law anywhere throughout the world, including rights protectable under patent, copyright, trade secret or trademark, in any way relating to the Software.
This License is effective until terminated. This License will terminate immediately without notice from AT&T if You fail to comply with any of the License's provisions. Upon termination You must destroy the Software and all copies thereof, and You may terminate this License at any time by doing so.
AT&T has no obligation to support or maintain the Software and grants you this right to use the Software "AS IS". No oral or written information or advice given by AT&T or its dealers, distributors, employees or agents shall in any way extend, modify or add to any warranty provided herein. You are receiving the current version of the Software. If You would like to upgrade to a new version or point release of the Software at a later point in time, you will have to purchase such release.
YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SOFTWARE. AT&T DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND THE WARRANTIES OF TITLE OR NON-INFRINGEMENT. YOU ASSUME ALL RISK AS TO THE SUITABILITY, QUALITY, AND PERFORMANCE OF THE SOFTWARE. IN NO EVENT SHALL AT&T OR ITS DIRECTORS, OFFICERS, EMPLOYEES OR AFFILIATES BE LIABLE FOR (i) ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF AT&T OR ANY OF ITS AUTHORIZED REPRESENTATIVES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (ii) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, VIRUSES, OR OTHER INACCURACIES IN THE SOFTWARE, OR (iii) ANY CLAIM BY ANY THIRD PARTY. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, AT&T'S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
AT&T'S LIABILITY TO YOU (IF ANY) FOR ACTUAL DIRECT DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED TO, AND IN NO EVENT SHALL EXCEED, THE AMOUNT ORIGINALLY PAID TO AT&T FOR THE LICENSE OF THE SOFTWARE.
This License shall be governed by and construed in accordance with the laws of the State of New York, USA, applicable to agreements made and to be performed wholly therein without regard to its conflicts of law rules. You agree that any legal action or proceeding between AT&T and you for any purpose concerning this License or the obligations hereunder shall be brought exclusively in a federal or state court of competent jurisdiction sitting in New York. Any cause of action or claim you may have with respect to the Software must be brought within one (1) year after the claim or cause of action arises or such claim or cause of action is barred. AT&T's failure to insist upon or enforce strict performance of any provision of this License is not a waiver of any provision or right.
If any provision of this License is held by a court of competent jurisdiction to be invalid or unenforceable to any extent under applicable law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this License will remain in full force and effect.
This License constitutes the entire agreement between You and AT&T with respect to the subject matter hereof, and all prior proposals, agreements, representations, statements and undertakings are hereby expressly cancelled and superseded. This License may not be changed or amended except by a written instrument executed by a duly authorized officer of AT&T. Any notices or other communications to be sent to AT&T should be mailed to AT&T Shannon Labs, 180 Park Avenue, Bldg 103, Room D171, Florham Park, NJ 07932 or communicated via http://www.naturalvoices.att.com.
BY INSTALLING, COPYING OR USING THIS SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. Should You have any questions concerning this License, contact AT&T at the address set forth above.
To Proceed with the installation of this software, accept the terms of this Software License Agreement by Pressing the following "OK, I Accept” Button
Copyright © 2002 AT&T Corp.
All Rights Reserved
Schedule B: MIMINUM END USER TERMS
1. No Other Rights. The End-User (herein referred to as 'Licensee') acknowledges that it obtains no ownership rights in the AT&T Natural Voices Software under these terms (referred to as "this Agreement") and that no other rights, other than those expressly set forth herein, are granted or implied. By way of example only, Licensee's customers obtains no right to make copies of or distribute the AT&T Natural Voices Software beyond the scope of license granted by the terms of this Agreement except to make a single copy of the AT&T Natural Voices Software for Licensee's customers archival purposes and copies Incident and necessary to Licensee's customers Installation of the AT&T Natural Voices Software on the hard disk drive of Licensee's customers computer. All rights in the AT&T Natural Voices Software, including but not limited to trade secrets, trademarks, service marks, patents, and copyrights associated therewith are, shall be and will remain the property and ownership of AT&T, the owner of the AT&T Natural Voices Software, including all physical copies thereof.
2. Legends: No Reverse Engineering. Neither Licensee nor its customers shall alter any proprietary markings on or in the AT&T Natural Voices Software, including copyright, trademark, trade secret and patent notices. Neither Licensee nor its customers shall reverse compile, disassemble or reverse engineer or otherwise attempt to derive the source code from any portion of the AT&T Natural Voices Software provided to Licensee or its customers in object code form.
3. DISCLAIMERS AND DAMAGE LIMITATIONS. LICENSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR ANY WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF ADVANTAGE, LOSS OF SAVINGS, LOSS OF REVENUES OF ANY KIND, INCREASED COST OF OPERATIONS, BUSINESS INTERRUPTION OR LOSS OF INFORMATION, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF THE AT&T NATURAL VOICES SOFTWARE DOES NOT PERFORM SUBSTANTIALLY IN ACCORDANCE WITH THE ACCOMPANYING DOCUMENTATION AND LICENSEE PROVIDES LICENSOR WITH NOTICE OF SAME DURING THE WARRANTY PERIOD, OR IN THE EVENT OF ANY BREACH OF THIS AGREEMENT, LICENSEE'S EXCLUSIVE REMEDY SHALL BE THAT LICENSOR SHALL EITHER, AT LICENSOR'S OPTION, RETURN THE ROYALTY PAYMENT OR REPLACE THE AT&T NATURAL VOICES SOFTWARE. For the purposes of this paragraph only, references to 'Licensor" and 'Licensee' shall be deemed to include licensor's and Licensee's subsidiaries, affiliates, employees, directors, officers, licensees, representatives and subcontractors, suppliers, customers and distributors. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF THE FOREGOING WARRANTIES OR LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO LICENSEE. IN THE EVENT APPLICABLE STATE OR FEDERAL LAW DOES NOT ALLOW THE COMPLETE EXCLUSION OR LIMITATION OF LIABILITY OF CLAIMS AND DAMAGES AS SET FORTH IN THIS AGREEMENT, LICENSOR'S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
4. End User Indemnification. Licensee shall indemnify and hold harmless AT&T, its Subsidiaries and authorized representatives against any claims, suits or proceedings asserted or commenced by any third party and arising out of, or relating to, Licensee's or its customer's use of the Client SDK and/or AT&T Natural Voices Software or the use, in violation of the terms of this Agreement or any license agreement with Wizzard of Client SDK and/or AT&T Natural Voices Software licensed from Wizzard. This obligation shall include indemnifying against all damages, losses, costs and expenses (including attorneys' fees) incurred by AT&T, its Subsidiaries and authorized representatives as a result of any such claims, suits or proceedings, including any costs or expenses incurred in defending against any such claims, suits, or proceedings.
5. Dispute Resolution. This Agreement shall be governed by the laws of the state of New York, U.S.A. without regard to its conflicts of law principles. Any suit and/or arbitration proceeding relating to any Claim shall be brought and prosecuted only in New York, New York. Except as provided in this paragraph, any and all controversies or claims of any nature arising out of or relating to this Agreement or the breach, termination or validity thereof, whether based on contract, tort, statute, fraud, misrepresentation or any other legal or equitable theory (the "Claim") shall be resolved solely and exclusively by arbitration by the AAA Institute for Dispute Resolution ("AAA") In accordance with this paragraph and the AAA Rules for Non-Administered Arbitration to the extent such rules do not conflict. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense and, if depositions are required, three (3) depositions of no longer than three (3) hours each for each Party. If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed but the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within six (6) months of Commencement and may be entered by either Party in any court having competent jurisdiction. Each Party shall bear its own expenses, but those related to the compensation of the arbitrator shall be borne equally. The existence and contents of the entire arbitration shall be maintained by all participants as confidential, except as provided. In no event shall this provision be deemed to require either Party to arbitrate any Claim (including defenses thereto) concerning the validity, enforceability or Infringement of any patent, copyright or trademark (including trade dress and service mark) right.
6. Severability. A determination by any entity with jurisdiction that any provision of this Agreement is unenforceable shall be severed from the remainder of this Agreement which shall remain in full force and effect and shall not be invalidated thereby.
Custom Speech USA, Inc. acWAVE™ TTSVoice™ may be distributed with license for NeoSpeech VoiceText. This license is for use only with this applications and is subject to the following:
EXHIBIT D. End User License Agreement.
NEOSPEECH INC.
END-USER LICENSE AGREEMENT TERMS.
Grant of License. You are granted a non-exclusive right to the use the Product (including any Error Corrections, standard enhancements or updates provided under Licensors maintenance and support program) for internal purposes only at the designated location (“Designated Location”), in machine-readable form. This license specifically prohibits redistribution, transfer or resale of the Product.
Limitations on Use. You may not use, copy, modify, or distribute the Product or output of product (electronically or otherwise), or make any copy, adaptation, transcription, or merge any portion thereof, except as expressly authorized by Licensor in separate written agreement signed by Licensor. You may not reverse assemble, reverse compile, or otherwise translate the Product. Your license may not be transferred, leased, assigned, or sub-licensed without Licensors prior written consent, which will not be unreasonably withheld. If you copy or modify the Product in anyway not expressly authorized by Licensor, your license is automatically terminated.
Ownership. Licensor shall have sole and exclusive ownership of the Product, in both object code and source code, all media and documentation related to the Product, (including their development, or their operation, testing or use, and all reports and copies thereof), and all intellectual property rights associated therewith (including, without limitation, rights to copyrights, trade secrets, or know-how).
Limited Warranty. Licensor warrants for a period of thirty (30) days after Live Processing of the Product for your benefit alone, that the Product or Modified Product, as applicable, when operated with the equipment, in the configuration and in the operating environment specified by Licensor, will perform substantially in accordance with the end-user documentation. Licensor does not warrant that the Product or Modified Product will be error-free in all circumstances. As your exclusive remedy for any defect or Material Error in the Product or Modified Product or its media covered by such warranty, and as Licensors entire liability in contract, tort, or otherwise, Licensor agrees to correct such Material Error or defect at Licensors facility by issuing corrected instructions, a restriction, or a bypass. If Licensor is unable to correct such defect or Material Error after a reasonable opportunity Licensor shall refund the Licensee Fees paid for such or Modified Product. However, Licensor is not responsible for any defect or Material Error not reported during the warranty period or any defect or Material Error in a Product or Modified Product you have modified, misused, or damaged.
Limitations on Warranty. Licensor makes and you receive nor warranties, express, implied, or statutory, or in any other provision of this agreement or any other communication; and Licensor specifically disclaims any warranty of merchantability or fitness for a particular purpose.
Exclusion of Consequential Damages. The cumulative liability of Licensor to you for any and all claims relating to the Product, and any services rendered under this Agreement, in contract, tort, or otherwise, shall not exceed the total amount of License Fees paid to Licensor for the Product, or fees paid for services within the prior year. In no event shall Licensor be liable to you for any consequential, indirect, special, or incidental damages, even if Licensor has been advised of the possibility of such potential loss or damage. The foregoing limitation of liability and exclusion of certain damages shall apply regardless of the success or effectiveness of other remedies.
“Confidential Information” means any data or information, or written, treated as confidential that related to either partys past, present, or future research, development or business activities, including any unannounced products and service(s), including any information relating to services, developments, inventions, processes, plans, financial information, customer lists, forecasts, and projects. Confidential Information shall also include the terms of this Agreement. Notwithstanding the foregoing, Confidential Information shall not be deemed to include information that: 1) is publicly available or in the public domain at the time disclosed; 2) is or becomes publicly available or enters the public domain through no fault of the party receiving such information; 3) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; 4) is already in the recipients possession free of any confidentiality obligations with respect thereto at the time of disclosure; 5) is independently developed by the recipient; or 6) is approved for release or disclosure by the disclosing party without restriction.