End-User License Agreement 

This End-User License Agreement (“Agreement”) is between you (“you”) and Nuance Communication International BVBA, for itself and its affiliates (collectively, “(“Nuance”). By opening the sealed software package and/or by installing, copying, or otherwise using the software “Nuance TALKS” and “Nuance ZOOMS” for Series 60 and its accompanying documentation accompanying this Agreement (“Software”), you agree to be bound by the terms and conditions of this Agreement set forth here below. The term “Software” shall also include any modified versions, updates, or upgrades of the Software licensed to you by Nuance. 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 International BVBA, Guldensporenpark 32, B-9820 Merelbeke, Belgium.

You may install and use a modified version, update, or upgrade of the Software only if you already 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 use the Software.

License Grant. Nuance grants you, the End User of the Software, a non-exclusive license, without the right to sublicense or otherwise transfer, (a) to use one copy of the Software on any Series 60 phone for which you have purchased a serial number, or (b) to use the Software in its 10-minute demonstration mode. 

Term. This License is effective upon your first use of the Software and shall continue until terminated. Nuance may terminate this Agreement upon your breach of any terms hereof. 

Restrictions. You may not rent, lease, or otherwise commercialize the Software in any manner. You may not port, translate, reverse engineer, decompile, modify, create derivative works of, or disassemble the Software or attempt to reconstruct, identify, or discover any source code or algorithm, except to the extent that the foregoing restriction is expressly prohibited by applicable law. You may not publish the results of benchmarking the Software against competitive software. You may not transfer or assign this license or the Software 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.

Ownership. By purchasing a serial number, you do not receive ownership of the Software. All title, ownership rights, and intellectual property rights in the Software shall remain in Nuance and/or its suppliers or licensors. You acknowledge such ownership and intellectual property rights and will not take any action to jeopardize, limit, or interfere in any manner with Nuance’s or its suppliers’ or licensors’ ownership of or rights with respect to the Software. The Software is protected by copyright and other intellectual property laws and by international treaties.

Warranty. THE SOFTWARE 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 YOU. SHOULD THE SOFTWARE PROVE DEFECTIVE IN ANY RESPECT, YOU AND NOT NUANCE OR ITS SUPPLIERS OR RESELLERS ASSUME 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. 

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, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO CASE SHALL NUANCE’S LIABILITY EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE. AS A CONDITION OF YOUR USE OF THE SOFTWARE, YOU AGREE TO INDEMNIFY NUANCE FOR ALL CLAIMS RELATING TO YOUR USE, REPRODUCTION, AND/OR RECEIPT OF CONTENT THROUGH THE USE OF THE SOFTWARE.

General. This Agreement shall be governed by the laws of the Belgium. 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. A breach by you 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. 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. Nuance reserves the right to change or modify the Software without notice.
