Nancy Client for PC, Software License
This software shall be provided for free of charge only for the purpose of personal use.
In case if it shall be used for commercial purpose, please contact us.
Nancy Client for PC cannot play contents clips created by Nancy producer for CP because of DRM.
On August 12, 2003, renewal
Revise with issuer of version before 15th Aug 2003
in case of not terminate process.
(the regenerated addition of SH251iS)
Please read the following description before downloading.
It is necessary to agree the license agreement of both companies with OFFICE NOA INC and VOICEAGE CORPORATION to use the Software.
Article 1. (Definition of Software)
“Software” is the software product that NOA grants usage license to the customer based on the Agreement and refers to the computer program in object code form, associated media, and printed materials (documents such as manuals), on line help, and electronic documentation.
Article 2. (License Grant)
The customer may install the Software into only one terminal and use the Software only on the terminal to which it is installed.
Article 3. (Limitation of License)
1.The customer may not make whole or partial copies of the Software without NOA’s consent except in installation operations for using the Software.
2The customer may not disassemble, decompile, reverse engineer, alter or transfer the Software.
3The customer shall use the Software according to the contents of relative materials with the understanding that the Software has not been specially developed, manufactured or its license granted conforming to substantially hazardous use possible of causing death or accidents by any defects, inconveniences or mishandling.
4The customer may not resale, lend, transfer, give possessory right or establish or mortgage sublicense rights of the Software to a third party.
Article 4. (Intellectual Property Rights)
Intellectual property rights such as copyrights concerning the Software are owned by NOA. No grants or transfers of intellectual property rights concerning the Software other than those granted in the Agreement have been given to the customer.
Article 5. (Legal compliance)
The customer shall comply with the Foreign Exchange and Foreign Trade Control Law, all related regulations of Japan, the United States and other related countries concerning the export of technology, and conditions of licenses of calculators and OS using the Software.
Article 6. (Liability)
NOA shall be under no liability concerning the use of Software including warranty against defects or warranty of no infringement upon intellectual property rights. NOA shall not be liable for any indirect or direct damages arising from the customer’s selection, use, or the result of the selection or use of the Software.
Article 7.(Personal Use)
The Software is offered to the user for personal use only. Office NOA Inc.’s approval is necessary for purposes other than for personal use.
______________________________________________
The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.
1. Definitions
The following terms, whenever used herein shall have the following meaning:
“3GPP” means the Third Generation Partnership Project of ETSI, ARIB, CWTS, TTA, TTC and T1.
“Authorized Use” means non-wireless use of the Software (i) which shall not affect or use the mandatory or optional speech codec functionality as specified in cellular mobile systems standards approved by the ARIB, TIA, ETSI, the ITU or similar recognized authorities and (ii) which shall be solely to enable decoding, and/or encoding of Content generated by the Software.
“Content” means digital audio, digital video, and any other digital information.
“Distribute” means distribute, license or otherwise disseminate.
“Licensed Copyright” means the Owners’ copyright or which they have the right to license, if any, in the NB-AMR Code.
“Licensed Patent(s)” means all claims, in patent and patent applications, owned by the Owners or which they have the right to license and that are considered by the Owners to be essential to the NB-AMR Standard.
“NB-AMR Standard” means the narrowband Adaptive Multi-Rate (AMR) speech compression standard, initially standardized by the European Telecommunications Standard Institute (ETSI), transferred to and maintained by 3GPP, as described in the Technical Specifications (TS) as the 3G mandatory speech codec.
“NB-AMR Code” means the ANSI-Code floating program necessary for implementing the NB-AMR Standard.
“Owners” means Nokia Corporation (“Nokia”), Telefonaktiebolaget LM Ericsson (“Ericsson”), VoiceAge Corporation and the Universite de Sherbrooke.
“Platform” means IntelRx86 supporting WindowsR 98, Millenium Edition, WindowsR 2000 or Windows XP operating systems. This expression excludes WindowsR CE or any other MicrosoftR or non-Microsoft operating systems.
“Software” means the object code version of the software program you are downloading or installing and licensed pursuant to this Agreement, including any updates, modifications, revisions, copies, and documentation, if any. This expression includes the NB-AMR Code.
“Term” shall have the meaning ascribed to it in Section 25.
“Trial Period” means the limited period of time (either 15, 30 days or any other limited period of time expressly granted by Licensor) for which the Software has been designed and supplied to Licensee.
2. Grant of License -
In consideration of your agreement to comply with the terms and conditions of this Agreement, and subject to the terms of this Agreement, Licensor grants you a limited, non-exclusive, personal, non-transferable, non-assignable, non-sub-licensable rights under Licensed Patents and Licensed Copyright (a) to download, install and use a single copy of the Software solely for Authorized Use on the Platform; and (b) to make one copy of the Software for archival purposes during the Term.
3. Restrictions and Exclusions -
(a) Notwitstanding anything to the contrary in this Agreement, YOU MAY NOT,
(i) use the Software on a computer other than the computer on which you installed the Software or otherwise network the Software. Use of the Software on a network requires payment of additional fees and/or may be subject to other terms;
(ii) use the Software for Simultaneous bi-directional voice and/or data communications. The expression “Simultaneous” includes real-time and successive transmissions;
(iii) use the Software as embedded in any third party software and/or hardware;
(iv) use the Software to run without the user interaction or through a command line, unless you have the necessary rights to do so and the Software has been designed and supplied with such functionality by Licensor;
(v) use the Software to encode Content and decode compressed Content, play back and/or create Content, unless you have the necessary rights to do so;
(vi) Distribute the Software through any means at any time;
(vii) modify, remove or replace any of Licensor’s, its suppliers’, and Owners’ copyright, patent, trademark or any other notices included in or placed upon the Software, in related documentation or any part thereof;
(viii) reverse engineer, decompile, disassemble, modify or otherwise attempt to derive the source code of the Software, create any derivative works therefrom or attempt to do so, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. If applicable law permits such activities, any information so discovered must be promptly disclosed to Licensor and shall be deemed to be confidential information of Licensor, its suppliers, or the Owners;
(ix) use the Software in an attempt to, or in conjunction with, any device, program or service designed to circumvent technological measures employed to control access to, or the rights in, a Content file or other work protected by the copyright laws of any jurisdiction;
(x) use the Software if, in the absence of combination of the Software with your product, you would infringe a claim of a Licensed Patent.
(xi) if the Software is a trial version, use the Software in any way after the Trial Period,.
(b) You agree to only use the Software in a manner that complies with all applicable laws in the jurisdictions in which you use the Software, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights.
4. Technical Limitations -
The Software decompresses up to 2 times real time and, in the event that the Software offers the encoding functionality, compresses up to 2 times real time (“Technical Limitations”) (for example, two (2) minutes of content is compressed in 1 minute). You acknowledge to have been notified of the existence of the Technical Limitations. To remove these Technical Limitations, you must require a license for an upgraded version of the Software which you can obtain by contacting the Licensor (see Section entitled “Contact ”). These Technical Limitations shall not be construed as constituting any representation or warranty under this Agreement.
5. Security Related Updates -
You acknowledge and agree that in order to protect the integrity of certain third party content, Licensor or its licensors may provide for the Software security related updates that will be automatically downloaded and installed on your computer. Such security related updates may impair the Software (and any other software on your computer which specifically depends on the Software) including disabling your ability to copy and/or play “secure”content, i.e. content protected by digital rights management. In such an event, Licensor and/or its licensors shall use reasonable efforts to promptly post notices on Licensor’s web site explaining the security update and providing instructions to end-users for obtaining new versions or further updates of the Software that restore access to secure content and related features.
6. Compensation -
As compensation for the licenses granted herein, to the exclusion of Licensed Copyright, if any, which is royalty-free and fully paid up, you shall pay to Licensor prior to downloading, installing or otherwise enabling the Software with a registration key issued by VoiceAge, the non-refundable sum indicated on Licensor’s web site associated with the Software. This sum does not include any value added taxes and any other sales taxes you might be required to pay under local taxation rules.
7. Payments by Credit Card -
You agree that you will pay and that Licensor may bill your credit card the sum indicated on the web site and any additional amounts for taxes, subject to Section 6,and late fees, as applicable, as may be accrued by or in connection with the authorized use of the Software. All amounts and payments pursuant to this Agreement shall be in United States dollars, unless expressly otherwise indicated on Licensor’s web site. All charges will be billed to the credit card you have designated in the registration process. You agree to inform Licensor customer services (at the number indicated on its web site) or otherwise change your credit card information online if there is any change to the information previously provided by you. You agree Licensor or its authorized subcontractors may store and use information you provide (including as part of any registration or credit card information gathering process) for use in maintaining your account(s) and billing purchases to your credit card
8. Password -
The confidentiality and security of your password, account information, order identification number, host computer local code, software registration key and similar information (“Password”) you may receive or establish is solely your responsibility. Do not disclose your Password to anyone else or use anyone else's Password.
9. Accuracy and Privacy -
You expressly agree to provide current, complete, and accurate information as required to complete your registration and to maintain and update this information as required to keep it current, complete, and accurate. The terms of the privacy policy on Licensor’s web site are expressly incorporated into this Agreement. If any information you provide is false, incomplete or inaccurate, Licensor may terminate your rights to use the Software.
10. Information Providers -
If you transmit any suggestions, information, material, or other content (“Information”) to Licensor, you represent and warrant that such Information does not infringe upon the intellectual property or proprietary rights of any third parties (including but not limited to patents, copyright, trademarks, or trade secrets) and that you have all rights necessary to convey such Information to Licensor and its end-users, and automatically grants to Licensor and end-users the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, redistribute, transmit, perform and display such Information (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed for the full term of any rights that may exist in such Information.
11. Trademarks -
The names ACELP, VoiceAge, voiceage.com, SPOTxde, SPOTxde Lite, SPOTxde ? Pro, and SPOTxde ? Pro Plus are either registered or trademarks of Licensor in Canada and/or other countries. Microsoft, Windows, Millenium Edition, Windows XP are either registered or trademarks of Microsoft Corporation in the United States and/or other countries. Other names and trademarks used in the Agreement are the trademarks of their respective owners.
12. Branding -
If you intend to use or if you are required to use any of Licensor’s trademarks, you will execute Licensor’s trademark license and comply with the trademark usage guidelines found at URL * www.voiceage-spot.com/html/trademark/trademark.htm or by contacting Licensor (see Section entitled “Contact”). If you have a web site, you shall during the Term identify the use of Licensor’s SPOTxde technology, by displaying the logo found at URL * www.voiceage-spot.com/html/trademark/trademark.htm on your Home Page at an adequate location and by creating a hyperlink to URL* www.voiceage-spot.com, which web site shall be reached by clicking on the logo.
Prior to publicly display this logo, you shall execute Licensor’s trademark license as referred to in this Section.
(*) or a replacement therefore as may be designated by Licensor from time to time.
13. Title -
Title to the Software remains with Licensor, its suppliers or the Owners. Except as otherwise expressly provided in this Agreement, Licensor grants no express or implied right under patents, copyrights, mask work rights, trademarks, know how or other intellectual property rights. This Agreement shall not be construed in any manner as transferring any rights of ownership.
14. No Transfer -
You may not rent, lease, lend, sell, encumber, sublicense, assign or otherwise transfer (“Transfer”) the Software or any of the rights granted to you under this Agreement to any third parties. Any attempt to Transfer any of the rights, duties or obligations hereunder is null and void. Except as otherwise provided, this Agreement will be binding upon and inure to the benefit of the parties’ permitted successors and lawful assigns.
15. Support Services -
Licensor shall not be responsible for providing technical support, maintenance or field services to you or any third party for free and/or trial version of the Software. For any other version of the Software, Licensor shall not be responsible for providing technical support, maintenance or field services to you or any third party, except as expressly provided otherwise in this Section.
Subject to the availability of its technical resources, Licensor agrees to supply to registered users of the Software, either directly or through its authorized subcontractors, reasonable remote technical support for the installation and bug-fixes of the Software via e-mail during regular business hours during a three (3) month period, subject to the earlier termination of this Agreement, after your acceptance of the terms of this Agreement, in accordance with Licensor’s then applicable support policies. Technical support policies are found at URL (or a replacement therefore as may be designated by Licensor from time to time) www.voiceage-spot.com/html/support_service.asp (spot-support@voiceage.com) or by contacting Licensor (see Section entitled “Contact”). Licensor and/or its authorized subcontractors may, without notice and at any time (i) stop providing or suspend the performance of this support and/or (ii) change its technical support policies.
Notwithstanding the above, Licensor hereby expressly excludes any technical support, maintenance or field services for any malfunction, bug, error, default or failure (“Bug”) affecting the Software caused directly or indirectly by (i) mishandling or misuse; (ii) any Bug to or arising from the NB-AMR Code; (iii) any Bug to or arising from any third party component (software and/or hardware) or services including, but not limited to, those of Licensor’s suppliers, or (iv) viruses or disabling code.
With respect to technical information you provide to Licensor or to its authorized subcontractors as part of the support services, Licensor may use such information for its business purposes, including for product support and development. Licensor will not personally identify you outside of its organization.
16. U.S. Government Restricted Rights -
Any Software which is downloaded or installed for or on behalf of the United States of America, its agencies and/or instrumentalities (“U.S. Government”), is provided with Restricted Rights. Use, duplication, or disclosure by the U.S. 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 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer of the Software is VoiceAge Corporation, 750 Chemin Lucerne, Suite 250, Ville Mont-Royal, Quebec, Canada.
17. Export Restrictions -
To the extent that this provision might be applicable, you acknowledge that the Software is subject to U.S. export laws and regulations and to export and import laws and regulations of other countries. You agree to comply with all applicable international and national laws that apply to the Software, including the U.S. Export Administration Regulations and any other applicable export regulation of other countries, as well as end-user, end-use and country destination restrictions issued by U.S. and other governments. Nothing under this Section shall be construed as granting you the right to Distribute the Software.
18. Hold Harmless Clause -
You agree to indemnify, hold harmless and defend Licensor, the Owners, their affiliates, suppliers, subsidiaries, shareholders, officers and directors, agents, employees, and other partners (“Indemnified Parties”) from and against all damages, expenses and costs, including reasonable attorneys' fees in connection with any third party claim or demand due to or arising out of the use of the Software or any breach of this Agreement. Unless you obtain for the Indemnified Party complete release of claim or demand, you may not settle any such claim and demand without Licensor’s prior written consent. Licensor shall be permitted to participate in the defense of such claim or demand and in any negotiations for the settlement thereof with counsel of its choice.
19. Legal Fees and Costs -
In any action or suit related to this Agreement, Licensor will be entitled to recover its reasonable, documented costs, including attorney’s fees and fees of other litigation-related professionals.
20. Contact -
To send a notice or question to Licensor concerning this Agreement, please contact Licensor at the address indicated on the first page (Att: Sales Department) or visit Licensor’s web site at www.voiceage-spot.com (spot@voiceage.com).
21. Links -
You may invite third parties to get a copy of the Software in providing the relevant link to Licensor’s web site which may then be made available under Licensor’s then applicable terms and conditions. You acknowledge and agree that Licensor’s web site may contain or link to third party materials that do not originate with and/or are not under the control of Licensor. Accordingly, you agree that Licensor, its suppliers, and the Owners are not responsible, and shall have no liability, arising from or related to any third party materials that may be accessed via a link.
22. DISCLAIMER OF WARRANTIES AND EXCLUSION OF DAMAGES -
THE SOFTWARE AND ANY SUPPORT SERVICES ARE PROVIDED AND ACCEPTED STRICTLY “AS IS” AND WITH ALL FAULTS AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, STATUTORY OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, ACCURACY, ABSENCE OF VIRUSES, RESULTS, WORMANLIKE EFFORT OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY AGAINST LATENT DEFECTS, OF LACK OF NEGLIGENCE OR OF VALIDITY OR SCOPE OF ANY PATENT, INCLUDING LICENSED PATENTS. LICENSOR, ITS SUPPLIERS AND THE OWNERS DO NOT WARRANT THAT THE SOFTWARE IS EXEMPT FROM ERRORS, THAT ALL ERRORS MAY BE DETECTED OR CORRECTED OR THAT USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE AND ANY SUPPORT SERVICES REMAINS WITH YOU. LICENSOR, ITS SUPPLIERS AND THE OWNERS GIVE NO WARRANTY THAT THE SOFTWARE WILL OPERATE WITH YOUR PRODUCTS OR WILL MEET YOUR REQUIREMENTS. ALSO THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NONINFRINGEMENT WITH RESPECT TO THE SOFTWARE. SOFTWARE INCLUDES NB-AMR CODE WHICH MAY REQUIRE LICENSES FROM VARIOUS ENTITIES IN ADDITION TO LICENSOR. NOTWITHSTANDING THE ABOVE BUT ONLY TO THE EXTENT PROVIDED HEREIN, LICENSOR WARRANTS THAT THE SOFTWARE, WHEN USED IN COMPLIANCE WITH THE NB-AMR STANDARD AND THE TERMS OF THIS AGREEMENT, DOES NOT, UNTIL NOTICE TO THE CONTRARY BY LICENSOR, INFRINGE THE LICENSED PATENTS OR THE LICENSED COPYRIGHTS. HOWEVER, LICENSOR, ITS SUPPLIERS AND THE OWNERS MAKE NO REPRESENTATION AND WARRANTY THAT THE LICENSED PATENTS OR THE LICENSED COPYRIGHT LICENSED HEREUNDER INCLUDE ALL INTELLECTUAL PROPERTY RIGHTS THROUGHOUT THE WORLD NECESSARY TO COMPLY WITH THE NB-AMR STANDARD OR THAT THE USE OF THE SOFTWARE OR PROVIDING SERVICES COVERED BY THE CLAIMS OF THE LICENSED PATENTS OR BY THE LICENSED COPYRIGHT LICENSED HEREUNDER WILL NOT INFRINGE, DIRECTLY, CONTRIBUTORILY OR BY INDUCEMENT UNDER THE LAWS OF ANY COUNTRY, ANY PATENT, COPYRIGHT OR OTHER INTELLECTUAL PROPERTY RIGHT OF A PARTY OTHER THAN THE LICENSED PATENTS AND LICENSED COPYRIGHT.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR, ITS SUBCONTRACTORS , ITS SUPPLIERS AND THE OWNERS BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THIS AGREEMENT OR USE OF, OR INABILITY TO USE THE SOFTWARE, OR FOR TECHNICAL LIMITATIONS TO THE SOFTWARE, OR DISABLEMENT OF THE SOFTWARE OR FOR ANY SECURITY RELATED UPDATES THAT MAY IMPAIR THE SOFTWARE OR DISABLE CONTENT, OR USE OR MISUSE OF PASSWORDS OR ACCOUNTS OR THE PROVISION OR LACK OF PROVISION OF THE SUPPORT SERVICES, INCLUDING LOSS OF PROFITS, LOSS OF SAVINGS, LOSS OF USE OR INTERRUPTION OF BUSINESS EVEN IF LICENSOR, ITS SUPPLIERS, ITS SUBCONTRACTORS AND/OR THE OWNERS HAS (HAVE) BEEN ADVISED OF THE POSSIBILITY OF SAME.
NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF LICENSOR, ITS SUPPLIERS, ITS SUBCONTRACTORS, AND THE OWNERS UNDER ANY PROVISION OF THIS AGREEMENT AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE OR U.S.$5.00
NOTHING CONTAINED IN THIS AGREEMENT SHALL BE CONSTRUED AS (I) IMPOSING OR CONFERRING ANY OBLIGATION OR RIGHT TO BRING OR PROSECUTE ACTIONS OR SUITS AGAINST THIRD PARTIES FOR INFRINGEMENT OF ANY PATENTS OR COPYRIGHT, OR TO DEFEND ANY SUIT OR ACTION BROUGHT BY THIRD PARTIES WHICH CONCERNS THE VALIDITY OF ANY PATENTS LICENSED BY LICENSOR UNDER THIS AGREEMENT; (II) REQUIRING LICENSOR, ITS SUPPLIERS OR ANY OF THE OWNERS TO APPLY FOR, PROSECUTE OR MAINTAIN IN FORCE ANY PATENTS OR COPYRIGHT LICENSED BY LICENSOR WHICH IS THE SUBJECT OF RIGHTS GRANTED UNDER THIS AGREEMENT; (III) CONFERRING ANY RIGHT TO USE, IN ADVERTISING, PUBLICITY OR OTHERWISE, ANY NAME, TRADENAME OR TRADEMARK UNDER ANY FORM, BELONGING TO LICENSOR OR THE OWNER, EXCEPT AS EXPRESSLY PERMITTED UNDER THIS AGREEMENT; (IV) AN OBLIGATION TO FURNISH ANY TECHNICAL INFORMATION OR KNOW HOW, EXCEPT AS EXPRESSLY PROVIDED OTHERWISE UNDER THIS AGREEMENT.
THE FOREGOING DISCLAIMERS, LIMITATIONS AND EXCLUSIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
23. Changes -
You hereby agrees that this Agreement (or any part thereof) may be updated, revised or supplemented at any time, and Licensor may impose new or additional terms and conditions on your use of any part of the Software at any time (“Change”) and without notice to you other than posting to Licensor’s web site. New terms will become effective upon the date of posting such terms to the web site. Licensor agrees to notify you of such Change; provided, it has been supplied by you with a valid, and still valid, e-mail address. You agree to notify Licensor of any change to your e-mail address previously supplied.
24. Severability -
If any provision or part of any provision of this Agreement shall be held to be illegal, invalid or unenforceable, the remaining provisions or part of any provision shall remain in full force and effect and the illegal, invalid or unenforceable provision or part of a provision shall be replaced by a legal provision or part of a provision carrying to the extent legally permissible the intent of the parties as to such illegal, invalid or unenforceable provision or part of a provision. WITHOUT LIMITING THE FOREGOING, IN THE EVENT THAT THIS CLICK-WRAP AGREEMENT IS HELD TO BE UNENFORCEABLE IN WHOLE OR IN PART, YOU HEREBY AGREE TO SIGN SAME VERSION OF THIS AGREEMENT WITH EFFECT RETROACTIVE TO THE DATE OF YOUR ON-LINE ACCEPTANCE OF THIS AGREEMENT.
25. Termination -
The term of this Agreement shall commence upon the date of your acceptance of this Agreement and shall terminate automatically without notice from Licensor if you fail to comply with any provision of this Agreement, if any information you provide is false, incomplete or inaccurate, without prejudice to any other remedy or rights Licensor, its suppliers and/or the Owners may have at law or in equity. In the event that the Software is a trial version, the Software will no longer be functional after the Trial Period and the Agreement shall be deemed terminated. Licensor shall not be liable to you for damages of any sort resulting solely from terminating this Agreement in accordance with its terms. (“Term”)
26. Effect of Termination -
Upon termination of this Agreement, all grants pursuant to this Agreement shall be terminated and you agree to stop using the Software and any of Licensor’s trademarks and to destroy any copy of the Software you may have in your possession and to terminate the hyperlink to Licensor’s web site. Upon request by Licensor, you agree to provide forthwith to it a statement executed (which shall be verified if so requested by Licensor) by you or a duly authorised officer of your entity attesting that all such material has been destroyed.
Sections 3, 5, 8, 10, 13, 14, 16, 18, 19, 20, 22, 23, 24, 26, 27, 28 and 29 shall survive the termination of this Agreement.
27. Governing Law -
This Agreement shall be governed by the laws in force in the Province of Quebec, Canada, without regard to its conflict of laws provisions. All disputes related to this Agreement shall be exclusively submitted to the federal and provincial courts sitting in Montreal, Quebec and you agree to be subject to such court’s personal jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods is expressly disclaimed.
28. Third Party Beneficiary
- For any Software (or any part thereof) under this Agreement licensed by Licensor from other licensors, including, but not limited to, the Owners, the applicable licensor is a third party beneficiary of this Agreement with the right to enforce the obligations set forth in this Agreement.
29. Miscellaneous -
(i) this Agreement constitutes the entire agreement between you and Licensor, and supersedes any prior agreements between you and Licensor, written or oral, with respect to the subject matter herein;
(ii) any modification to this Agreement shall be in writing;
(iii) the failure of Licensor to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision;
(iv) if the Software is installed on computers owned by a corporation or other legal entity, then this Agreement is formed by and between Licensor and such entity. You represent and warrant to Licensor that you have the authority to bind such entity to the terms and conditions of this Agreement;
(v) a breach of any of the promises or agreements contained herein by the you will result in irreparable and continuing damage to Licensor for which there may be no adequate remedy at law, and Licensor shall be entitled, without waiving any rights or remedies, to such injunctive or equitable relief and/or a decree for specific performance, and such other relief as may be deemed proper (including monetary damages if appropriate);
(vi) all rights not expressly granted by Licensor are hereby reserved;
(vii) unless the context otherwise requires or unless it is specified otherwise, words importing the singular include the plural and vice versa and words importing gender include all genders and the inclusion of headings are for convenience of reference only and shall not affect the construction or interpretation thereof;
(viii) the parties hereto have requested that this Agreement be drafted in English. Les parties aux presentes ont exige que ce contrat soit redige en langue anglaise,
(ix) in the event of any discrepancy between the terms accepted by you prior to downloading or purchasing the Software (≪Web site Version≫) and the terms accepted during the installation process of same Software (≪Installation Version≫), the terms of the Web site Version shall prevail, notwithstanding anything to the contrary in the Installation Version.
In case if it shall be used for commercial purpose, please contact us.
Nancy Client for PC cannot play contents clips created by Nancy producer for CP because of DRM.
On August 12, 2003, renewal
Revise with issuer of version before 15th Aug 2003
in case of not terminate process.
(the regenerated addition of SH251iS)
Please read the following description before downloading.
It is necessary to agree the license agreement of both companies with OFFICE NOA INC and VOICEAGE CORPORATION to use the Software.
Nancy Client for PC License Agreement
This License Agreement (hereinafter referred to as “Agreement”) provides terms that the customer (either an individual or a single entity) must follow in using the Software specified in Article 1 of this Agreement. We ask the customer to please read the Agreement before using the Software and to use the Software only if the customer agrees to the terms of the Agreement. By starting the Software, the customer is assumed to have agreed to this Agreement. OFFICE NOA Inc. (hereinafter referred to as “NOA”)Article 1. (Definition of Software)
“Software” is the software product that NOA grants usage license to the customer based on the Agreement and refers to the computer program in object code form, associated media, and printed materials (documents such as manuals), on line help, and electronic documentation.
Article 2. (License Grant)
The customer may install the Software into only one terminal and use the Software only on the terminal to which it is installed.
Article 3. (Limitation of License)
1.The customer may not make whole or partial copies of the Software without NOA’s consent except in installation operations for using the Software.
2The customer may not disassemble, decompile, reverse engineer, alter or transfer the Software.
3The customer shall use the Software according to the contents of relative materials with the understanding that the Software has not been specially developed, manufactured or its license granted conforming to substantially hazardous use possible of causing death or accidents by any defects, inconveniences or mishandling.
4The customer may not resale, lend, transfer, give possessory right or establish or mortgage sublicense rights of the Software to a third party.
Article 4. (Intellectual Property Rights)
Intellectual property rights such as copyrights concerning the Software are owned by NOA. No grants or transfers of intellectual property rights concerning the Software other than those granted in the Agreement have been given to the customer.
Article 5. (Legal compliance)
The customer shall comply with the Foreign Exchange and Foreign Trade Control Law, all related regulations of Japan, the United States and other related countries concerning the export of technology, and conditions of licenses of calculators and OS using the Software.
Article 6. (Liability)
NOA shall be under no liability concerning the use of Software including warranty against defects or warranty of no infringement upon intellectual property rights. NOA shall not be liable for any indirect or direct damages arising from the customer’s selection, use, or the result of the selection or use of the Software.
Article 7.(Personal Use)
The Software is offered to the user for personal use only. Office NOA Inc.’s approval is necessary for purposes other than for personal use.
SPOT XDE End - User License Agreement
IMPORTANT?READ CAREFULLY BEFORE COPYING, INSTALLING OR USING: THIS END-USER LICENSE AGREEMENT, INCLUDING ITS APPENDIX(ES) (“Agreement”) IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR AS AN AUTHORIZED REPRESENTATIVE OF THE ENTITY) (“you” OR “Licensee”) AND VOICEAGE CORPORATION, HAVING AN OFFICE AT 750 CHEMIN LUCERNE, SUITE 250, VILLE MONT-ROYAL, QUEBEC, CANADA (“Licensor”) FOR THE SOFTWARE AS DEFINED IN THIS AGREEMENT. LICENSOR IS WILLING TO LICENSE THE SOFTWARE TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS IN THIS AGREEMENT. IF THIS SOFTWARE IS A TRIAL VERSION, BE AWARE THAT THE SOFTWARE WILL BE INOPERABLE AFTER THE TRIAL PERIOD. PLEASE READ ALL OF THE TERMS CAREFULLY. YOUR ATTENTION IS REQUIRED FOR ALL OF THE TERMS. BY CLICKING ON THE “YES” BUTTON BELOW YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS, LICENSOR IS UNWILLING TO LICENSE THE SOFTWARE TO YOU. YOU SHOULD CLICK ON THE “NO” BUTTON TO DISCONTINUE THE INSTALLATION PROCESS AND YOU ARE NOT AUTHORIZED TO DOWLOAD, COPY, INSTALL OR USE THE SOFTWARE.______________________________________________
The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.
1. Definitions
The following terms, whenever used herein shall have the following meaning:
“3GPP” means the Third Generation Partnership Project of ETSI, ARIB, CWTS, TTA, TTC and T1.
“Authorized Use” means non-wireless use of the Software (i) which shall not affect or use the mandatory or optional speech codec functionality as specified in cellular mobile systems standards approved by the ARIB, TIA, ETSI, the ITU or similar recognized authorities and (ii) which shall be solely to enable decoding, and/or encoding of Content generated by the Software.
“Content” means digital audio, digital video, and any other digital information.
“Distribute” means distribute, license or otherwise disseminate.
“Licensed Copyright” means the Owners’ copyright or which they have the right to license, if any, in the NB-AMR Code.
“Licensed Patent(s)” means all claims, in patent and patent applications, owned by the Owners or which they have the right to license and that are considered by the Owners to be essential to the NB-AMR Standard.
“NB-AMR Standard” means the narrowband Adaptive Multi-Rate (AMR) speech compression standard, initially standardized by the European Telecommunications Standard Institute (ETSI), transferred to and maintained by 3GPP, as described in the Technical Specifications (TS) as the 3G mandatory speech codec.
“NB-AMR Code” means the ANSI-Code floating program necessary for implementing the NB-AMR Standard.
“Owners” means Nokia Corporation (“Nokia”), Telefonaktiebolaget LM Ericsson (“Ericsson”), VoiceAge Corporation and the Universite de Sherbrooke.
“Platform” means IntelRx86 supporting WindowsR 98, Millenium Edition, WindowsR 2000 or Windows XP operating systems. This expression excludes WindowsR CE or any other MicrosoftR or non-Microsoft operating systems.
“Software” means the object code version of the software program you are downloading or installing and licensed pursuant to this Agreement, including any updates, modifications, revisions, copies, and documentation, if any. This expression includes the NB-AMR Code.
“Term” shall have the meaning ascribed to it in Section 25.
“Trial Period” means the limited period of time (either 15, 30 days or any other limited period of time expressly granted by Licensor) for which the Software has been designed and supplied to Licensee.
2. Grant of License -
In consideration of your agreement to comply with the terms and conditions of this Agreement, and subject to the terms of this Agreement, Licensor grants you a limited, non-exclusive, personal, non-transferable, non-assignable, non-sub-licensable rights under Licensed Patents and Licensed Copyright (a) to download, install and use a single copy of the Software solely for Authorized Use on the Platform; and (b) to make one copy of the Software for archival purposes during the Term.
3. Restrictions and Exclusions -
(a) Notwitstanding anything to the contrary in this Agreement, YOU MAY NOT,
(i) use the Software on a computer other than the computer on which you installed the Software or otherwise network the Software. Use of the Software on a network requires payment of additional fees and/or may be subject to other terms;
(ii) use the Software for Simultaneous bi-directional voice and/or data communications. The expression “Simultaneous” includes real-time and successive transmissions;
(iii) use the Software as embedded in any third party software and/or hardware;
(iv) use the Software to run without the user interaction or through a command line, unless you have the necessary rights to do so and the Software has been designed and supplied with such functionality by Licensor;
(v) use the Software to encode Content and decode compressed Content, play back and/or create Content, unless you have the necessary rights to do so;
(vi) Distribute the Software through any means at any time;
(vii) modify, remove or replace any of Licensor’s, its suppliers’, and Owners’ copyright, patent, trademark or any other notices included in or placed upon the Software, in related documentation or any part thereof;
(viii) reverse engineer, decompile, disassemble, modify or otherwise attempt to derive the source code of the Software, create any derivative works therefrom or attempt to do so, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. If applicable law permits such activities, any information so discovered must be promptly disclosed to Licensor and shall be deemed to be confidential information of Licensor, its suppliers, or the Owners;
(ix) use the Software in an attempt to, or in conjunction with, any device, program or service designed to circumvent technological measures employed to control access to, or the rights in, a Content file or other work protected by the copyright laws of any jurisdiction;
(x) use the Software if, in the absence of combination of the Software with your product, you would infringe a claim of a Licensed Patent.
(xi) if the Software is a trial version, use the Software in any way after the Trial Period,.
(b) You agree to only use the Software in a manner that complies with all applicable laws in the jurisdictions in which you use the Software, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights.
4. Technical Limitations -
The Software decompresses up to 2 times real time and, in the event that the Software offers the encoding functionality, compresses up to 2 times real time (“Technical Limitations”) (for example, two (2) minutes of content is compressed in 1 minute). You acknowledge to have been notified of the existence of the Technical Limitations. To remove these Technical Limitations, you must require a license for an upgraded version of the Software which you can obtain by contacting the Licensor (see Section entitled “Contact ”). These Technical Limitations shall not be construed as constituting any representation or warranty under this Agreement.
5. Security Related Updates -
You acknowledge and agree that in order to protect the integrity of certain third party content, Licensor or its licensors may provide for the Software security related updates that will be automatically downloaded and installed on your computer. Such security related updates may impair the Software (and any other software on your computer which specifically depends on the Software) including disabling your ability to copy and/or play “secure”content, i.e. content protected by digital rights management. In such an event, Licensor and/or its licensors shall use reasonable efforts to promptly post notices on Licensor’s web site explaining the security update and providing instructions to end-users for obtaining new versions or further updates of the Software that restore access to secure content and related features.
6. Compensation -
As compensation for the licenses granted herein, to the exclusion of Licensed Copyright, if any, which is royalty-free and fully paid up, you shall pay to Licensor prior to downloading, installing or otherwise enabling the Software with a registration key issued by VoiceAge, the non-refundable sum indicated on Licensor’s web site associated with the Software. This sum does not include any value added taxes and any other sales taxes you might be required to pay under local taxation rules.
7. Payments by Credit Card -
You agree that you will pay and that Licensor may bill your credit card the sum indicated on the web site and any additional amounts for taxes, subject to Section 6,and late fees, as applicable, as may be accrued by or in connection with the authorized use of the Software. All amounts and payments pursuant to this Agreement shall be in United States dollars, unless expressly otherwise indicated on Licensor’s web site. All charges will be billed to the credit card you have designated in the registration process. You agree to inform Licensor customer services (at the number indicated on its web site) or otherwise change your credit card information online if there is any change to the information previously provided by you. You agree Licensor or its authorized subcontractors may store and use information you provide (including as part of any registration or credit card information gathering process) for use in maintaining your account(s) and billing purchases to your credit card
8. Password -
The confidentiality and security of your password, account information, order identification number, host computer local code, software registration key and similar information (“Password”) you may receive or establish is solely your responsibility. Do not disclose your Password to anyone else or use anyone else's Password.
9. Accuracy and Privacy -
You expressly agree to provide current, complete, and accurate information as required to complete your registration and to maintain and update this information as required to keep it current, complete, and accurate. The terms of the privacy policy on Licensor’s web site are expressly incorporated into this Agreement. If any information you provide is false, incomplete or inaccurate, Licensor may terminate your rights to use the Software.
10. Information Providers -
If you transmit any suggestions, information, material, or other content (“Information”) to Licensor, you represent and warrant that such Information does not infringe upon the intellectual property or proprietary rights of any third parties (including but not limited to patents, copyright, trademarks, or trade secrets) and that you have all rights necessary to convey such Information to Licensor and its end-users, and automatically grants to Licensor and end-users the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, redistribute, transmit, perform and display such Information (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed for the full term of any rights that may exist in such Information.
11. Trademarks -
The names ACELP, VoiceAge, voiceage.com, SPOTxde, SPOTxde Lite, SPOTxde ? Pro, and SPOTxde ? Pro Plus are either registered or trademarks of Licensor in Canada and/or other countries. Microsoft, Windows, Millenium Edition, Windows XP are either registered or trademarks of Microsoft Corporation in the United States and/or other countries. Other names and trademarks used in the Agreement are the trademarks of their respective owners.
12. Branding -
If you intend to use or if you are required to use any of Licensor’s trademarks, you will execute Licensor’s trademark license and comply with the trademark usage guidelines found at URL * www.voiceage-spot.com/html/trademark/trademark.htm or by contacting Licensor (see Section entitled “Contact”). If you have a web site, you shall during the Term identify the use of Licensor’s SPOTxde technology, by displaying the logo found at URL * www.voiceage-spot.com/html/trademark/trademark.htm on your Home Page at an adequate location and by creating a hyperlink to URL* www.voiceage-spot.com, which web site shall be reached by clicking on the logo.
Prior to publicly display this logo, you shall execute Licensor’s trademark license as referred to in this Section.
(*) or a replacement therefore as may be designated by Licensor from time to time.
13. Title -
Title to the Software remains with Licensor, its suppliers or the Owners. Except as otherwise expressly provided in this Agreement, Licensor grants no express or implied right under patents, copyrights, mask work rights, trademarks, know how or other intellectual property rights. This Agreement shall not be construed in any manner as transferring any rights of ownership.
14. No Transfer -
You may not rent, lease, lend, sell, encumber, sublicense, assign or otherwise transfer (“Transfer”) the Software or any of the rights granted to you under this Agreement to any third parties. Any attempt to Transfer any of the rights, duties or obligations hereunder is null and void. Except as otherwise provided, this Agreement will be binding upon and inure to the benefit of the parties’ permitted successors and lawful assigns.
15. Support Services -
Licensor shall not be responsible for providing technical support, maintenance or field services to you or any third party for free and/or trial version of the Software. For any other version of the Software, Licensor shall not be responsible for providing technical support, maintenance or field services to you or any third party, except as expressly provided otherwise in this Section.
Subject to the availability of its technical resources, Licensor agrees to supply to registered users of the Software, either directly or through its authorized subcontractors, reasonable remote technical support for the installation and bug-fixes of the Software via e-mail during regular business hours during a three (3) month period, subject to the earlier termination of this Agreement, after your acceptance of the terms of this Agreement, in accordance with Licensor’s then applicable support policies. Technical support policies are found at URL (or a replacement therefore as may be designated by Licensor from time to time) www.voiceage-spot.com/html/support_service.asp (spot-support@voiceage.com) or by contacting Licensor (see Section entitled “Contact”). Licensor and/or its authorized subcontractors may, without notice and at any time (i) stop providing or suspend the performance of this support and/or (ii) change its technical support policies.
Notwithstanding the above, Licensor hereby expressly excludes any technical support, maintenance or field services for any malfunction, bug, error, default or failure (“Bug”) affecting the Software caused directly or indirectly by (i) mishandling or misuse; (ii) any Bug to or arising from the NB-AMR Code; (iii) any Bug to or arising from any third party component (software and/or hardware) or services including, but not limited to, those of Licensor’s suppliers, or (iv) viruses or disabling code.
With respect to technical information you provide to Licensor or to its authorized subcontractors as part of the support services, Licensor may use such information for its business purposes, including for product support and development. Licensor will not personally identify you outside of its organization.
16. U.S. Government Restricted Rights -
Any Software which is downloaded or installed for or on behalf of the United States of America, its agencies and/or instrumentalities (“U.S. Government”), is provided with Restricted Rights. Use, duplication, or disclosure by the U.S. 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 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer of the Software is VoiceAge Corporation, 750 Chemin Lucerne, Suite 250, Ville Mont-Royal, Quebec, Canada.
17. Export Restrictions -
To the extent that this provision might be applicable, you acknowledge that the Software is subject to U.S. export laws and regulations and to export and import laws and regulations of other countries. You agree to comply with all applicable international and national laws that apply to the Software, including the U.S. Export Administration Regulations and any other applicable export regulation of other countries, as well as end-user, end-use and country destination restrictions issued by U.S. and other governments. Nothing under this Section shall be construed as granting you the right to Distribute the Software.
18. Hold Harmless Clause -
You agree to indemnify, hold harmless and defend Licensor, the Owners, their affiliates, suppliers, subsidiaries, shareholders, officers and directors, agents, employees, and other partners (“Indemnified Parties”) from and against all damages, expenses and costs, including reasonable attorneys' fees in connection with any third party claim or demand due to or arising out of the use of the Software or any breach of this Agreement. Unless you obtain for the Indemnified Party complete release of claim or demand, you may not settle any such claim and demand without Licensor’s prior written consent. Licensor shall be permitted to participate in the defense of such claim or demand and in any negotiations for the settlement thereof with counsel of its choice.
19. Legal Fees and Costs -
In any action or suit related to this Agreement, Licensor will be entitled to recover its reasonable, documented costs, including attorney’s fees and fees of other litigation-related professionals.
20. Contact -
To send a notice or question to Licensor concerning this Agreement, please contact Licensor at the address indicated on the first page (Att: Sales Department) or visit Licensor’s web site at www.voiceage-spot.com (spot@voiceage.com).
21. Links -
You may invite third parties to get a copy of the Software in providing the relevant link to Licensor’s web site which may then be made available under Licensor’s then applicable terms and conditions. You acknowledge and agree that Licensor’s web site may contain or link to third party materials that do not originate with and/or are not under the control of Licensor. Accordingly, you agree that Licensor, its suppliers, and the Owners are not responsible, and shall have no liability, arising from or related to any third party materials that may be accessed via a link.
22. DISCLAIMER OF WARRANTIES AND EXCLUSION OF DAMAGES -
THE SOFTWARE AND ANY SUPPORT SERVICES ARE PROVIDED AND ACCEPTED STRICTLY “AS IS” AND WITH ALL FAULTS AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, STATUTORY OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, ACCURACY, ABSENCE OF VIRUSES, RESULTS, WORMANLIKE EFFORT OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY AGAINST LATENT DEFECTS, OF LACK OF NEGLIGENCE OR OF VALIDITY OR SCOPE OF ANY PATENT, INCLUDING LICENSED PATENTS. LICENSOR, ITS SUPPLIERS AND THE OWNERS DO NOT WARRANT THAT THE SOFTWARE IS EXEMPT FROM ERRORS, THAT ALL ERRORS MAY BE DETECTED OR CORRECTED OR THAT USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE AND ANY SUPPORT SERVICES REMAINS WITH YOU. LICENSOR, ITS SUPPLIERS AND THE OWNERS GIVE NO WARRANTY THAT THE SOFTWARE WILL OPERATE WITH YOUR PRODUCTS OR WILL MEET YOUR REQUIREMENTS. ALSO THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NONINFRINGEMENT WITH RESPECT TO THE SOFTWARE. SOFTWARE INCLUDES NB-AMR CODE WHICH MAY REQUIRE LICENSES FROM VARIOUS ENTITIES IN ADDITION TO LICENSOR. NOTWITHSTANDING THE ABOVE BUT ONLY TO THE EXTENT PROVIDED HEREIN, LICENSOR WARRANTS THAT THE SOFTWARE, WHEN USED IN COMPLIANCE WITH THE NB-AMR STANDARD AND THE TERMS OF THIS AGREEMENT, DOES NOT, UNTIL NOTICE TO THE CONTRARY BY LICENSOR, INFRINGE THE LICENSED PATENTS OR THE LICENSED COPYRIGHTS. HOWEVER, LICENSOR, ITS SUPPLIERS AND THE OWNERS MAKE NO REPRESENTATION AND WARRANTY THAT THE LICENSED PATENTS OR THE LICENSED COPYRIGHT LICENSED HEREUNDER INCLUDE ALL INTELLECTUAL PROPERTY RIGHTS THROUGHOUT THE WORLD NECESSARY TO COMPLY WITH THE NB-AMR STANDARD OR THAT THE USE OF THE SOFTWARE OR PROVIDING SERVICES COVERED BY THE CLAIMS OF THE LICENSED PATENTS OR BY THE LICENSED COPYRIGHT LICENSED HEREUNDER WILL NOT INFRINGE, DIRECTLY, CONTRIBUTORILY OR BY INDUCEMENT UNDER THE LAWS OF ANY COUNTRY, ANY PATENT, COPYRIGHT OR OTHER INTELLECTUAL PROPERTY RIGHT OF A PARTY OTHER THAN THE LICENSED PATENTS AND LICENSED COPYRIGHT.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR, ITS SUBCONTRACTORS , ITS SUPPLIERS AND THE OWNERS BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THIS AGREEMENT OR USE OF, OR INABILITY TO USE THE SOFTWARE, OR FOR TECHNICAL LIMITATIONS TO THE SOFTWARE, OR DISABLEMENT OF THE SOFTWARE OR FOR ANY SECURITY RELATED UPDATES THAT MAY IMPAIR THE SOFTWARE OR DISABLE CONTENT, OR USE OR MISUSE OF PASSWORDS OR ACCOUNTS OR THE PROVISION OR LACK OF PROVISION OF THE SUPPORT SERVICES, INCLUDING LOSS OF PROFITS, LOSS OF SAVINGS, LOSS OF USE OR INTERRUPTION OF BUSINESS EVEN IF LICENSOR, ITS SUPPLIERS, ITS SUBCONTRACTORS AND/OR THE OWNERS HAS (HAVE) BEEN ADVISED OF THE POSSIBILITY OF SAME.
NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF LICENSOR, ITS SUPPLIERS, ITS SUBCONTRACTORS, AND THE OWNERS UNDER ANY PROVISION OF THIS AGREEMENT AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE OR U.S.$5.00
NOTHING CONTAINED IN THIS AGREEMENT SHALL BE CONSTRUED AS (I) IMPOSING OR CONFERRING ANY OBLIGATION OR RIGHT TO BRING OR PROSECUTE ACTIONS OR SUITS AGAINST THIRD PARTIES FOR INFRINGEMENT OF ANY PATENTS OR COPYRIGHT, OR TO DEFEND ANY SUIT OR ACTION BROUGHT BY THIRD PARTIES WHICH CONCERNS THE VALIDITY OF ANY PATENTS LICENSED BY LICENSOR UNDER THIS AGREEMENT; (II) REQUIRING LICENSOR, ITS SUPPLIERS OR ANY OF THE OWNERS TO APPLY FOR, PROSECUTE OR MAINTAIN IN FORCE ANY PATENTS OR COPYRIGHT LICENSED BY LICENSOR WHICH IS THE SUBJECT OF RIGHTS GRANTED UNDER THIS AGREEMENT; (III) CONFERRING ANY RIGHT TO USE, IN ADVERTISING, PUBLICITY OR OTHERWISE, ANY NAME, TRADENAME OR TRADEMARK UNDER ANY FORM, BELONGING TO LICENSOR OR THE OWNER, EXCEPT AS EXPRESSLY PERMITTED UNDER THIS AGREEMENT; (IV) AN OBLIGATION TO FURNISH ANY TECHNICAL INFORMATION OR KNOW HOW, EXCEPT AS EXPRESSLY PROVIDED OTHERWISE UNDER THIS AGREEMENT.
THE FOREGOING DISCLAIMERS, LIMITATIONS AND EXCLUSIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
23. Changes -
You hereby agrees that this Agreement (or any part thereof) may be updated, revised or supplemented at any time, and Licensor may impose new or additional terms and conditions on your use of any part of the Software at any time (“Change”) and without notice to you other than posting to Licensor’s web site. New terms will become effective upon the date of posting such terms to the web site. Licensor agrees to notify you of such Change; provided, it has been supplied by you with a valid, and still valid, e-mail address. You agree to notify Licensor of any change to your e-mail address previously supplied.
24. Severability -
If any provision or part of any provision of this Agreement shall be held to be illegal, invalid or unenforceable, the remaining provisions or part of any provision shall remain in full force and effect and the illegal, invalid or unenforceable provision or part of a provision shall be replaced by a legal provision or part of a provision carrying to the extent legally permissible the intent of the parties as to such illegal, invalid or unenforceable provision or part of a provision. WITHOUT LIMITING THE FOREGOING, IN THE EVENT THAT THIS CLICK-WRAP AGREEMENT IS HELD TO BE UNENFORCEABLE IN WHOLE OR IN PART, YOU HEREBY AGREE TO SIGN SAME VERSION OF THIS AGREEMENT WITH EFFECT RETROACTIVE TO THE DATE OF YOUR ON-LINE ACCEPTANCE OF THIS AGREEMENT.
25. Termination -
The term of this Agreement shall commence upon the date of your acceptance of this Agreement and shall terminate automatically without notice from Licensor if you fail to comply with any provision of this Agreement, if any information you provide is false, incomplete or inaccurate, without prejudice to any other remedy or rights Licensor, its suppliers and/or the Owners may have at law or in equity. In the event that the Software is a trial version, the Software will no longer be functional after the Trial Period and the Agreement shall be deemed terminated. Licensor shall not be liable to you for damages of any sort resulting solely from terminating this Agreement in accordance with its terms. (“Term”)
26. Effect of Termination -
Upon termination of this Agreement, all grants pursuant to this Agreement shall be terminated and you agree to stop using the Software and any of Licensor’s trademarks and to destroy any copy of the Software you may have in your possession and to terminate the hyperlink to Licensor’s web site. Upon request by Licensor, you agree to provide forthwith to it a statement executed (which shall be verified if so requested by Licensor) by you or a duly authorised officer of your entity attesting that all such material has been destroyed.
Sections 3, 5, 8, 10, 13, 14, 16, 18, 19, 20, 22, 23, 24, 26, 27, 28 and 29 shall survive the termination of this Agreement.
27. Governing Law -
This Agreement shall be governed by the laws in force in the Province of Quebec, Canada, without regard to its conflict of laws provisions. All disputes related to this Agreement shall be exclusively submitted to the federal and provincial courts sitting in Montreal, Quebec and you agree to be subject to such court’s personal jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods is expressly disclaimed.
28. Third Party Beneficiary
- For any Software (or any part thereof) under this Agreement licensed by Licensor from other licensors, including, but not limited to, the Owners, the applicable licensor is a third party beneficiary of this Agreement with the right to enforce the obligations set forth in this Agreement.
29. Miscellaneous -
(i) this Agreement constitutes the entire agreement between you and Licensor, and supersedes any prior agreements between you and Licensor, written or oral, with respect to the subject matter herein;
(ii) any modification to this Agreement shall be in writing;
(iii) the failure of Licensor to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision;
(iv) if the Software is installed on computers owned by a corporation or other legal entity, then this Agreement is formed by and between Licensor and such entity. You represent and warrant to Licensor that you have the authority to bind such entity to the terms and conditions of this Agreement;
(v) a breach of any of the promises or agreements contained herein by the you will result in irreparable and continuing damage to Licensor for which there may be no adequate remedy at law, and Licensor shall be entitled, without waiving any rights or remedies, to such injunctive or equitable relief and/or a decree for specific performance, and such other relief as may be deemed proper (including monetary damages if appropriate);
(vi) all rights not expressly granted by Licensor are hereby reserved;
(vii) unless the context otherwise requires or unless it is specified otherwise, words importing the singular include the plural and vice versa and words importing gender include all genders and the inclusion of headings are for convenience of reference only and shall not affect the construction or interpretation thereof;
(viii) the parties hereto have requested that this Agreement be drafted in English. Les parties aux presentes ont exige que ce contrat soit redige en langue anglaise,
(ix) in the event of any discrepancy between the terms accepted by you prior to downloading or purchasing the Software (≪Web site Version≫) and the terms accepted during the installation process of same Software (≪Installation Version≫), the terms of the Web site Version shall prevail, notwithstanding anything to the contrary in the Installation Version.