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Lucent Text-to-Speech Engine Software License Agreement

LIMITED USE LICENSE AGREEMENT FOR LUCENT TECHNOLOGIES INC. SOFTWARE

NOTICE: -- This Limited Use License Agreement ("Agreement") is a legal agreement between You and Lucent. The terms and conditions of this Agreement apply to the Software contained on the accompanying CD ROM and any derivatives obtained therefrom, including any copies. If You do not agree to all of the terms and conditions of this Agreement, You may return the Software unused to Your Software Supplier for a full refund within ten (10) days of purchase. INSTALLING, COPYING OR USING THE SOFTWARE FURNISHED UNDER THIS AGREEMENT INDICATES YOUR ACCEPTANCE OF ALL OF THESE TERMS AND CONDITIONS.

The term "You" in this Agreement means the entity which purchased, installs, copies or uses the Software furnished with this Agreement; and the term "Your Software Supplier" means the place or entity from which You purchased the Software.

1. GRANT OF RIGHTS: The Lucent Text-To-Speech software programs, tools and related documentation furnished under this Agreement (the "Software") are licensed, not sold, to You. Lucent Technologies Inc. ("Lucent"), a Delaware corporation, having offices at 600 Mountain Ave., Murray Hill, NJ, 07974, grants You a personal, non-exclusive and non-transferable license and right to install and use one copy of the Software in conjunction with "Active Call Center", subject to the terms and restrictions of this Agreement and only on a single processor at a time. Any other use of the Software shall automatically terminate this license and right.

You agree: to use Your best efforts to see that any user of the Software licensed hereunder complies with the terms and conditions of this Agreement; to refrain from taking any steps, such as reverse engineering, reverse assembly or reverse compilation, to derive a source code equivalent of the Software; and to reproduce all copyrights and trademarks (if any) on all copies made of the Software. If You are located in a Member State of the European Community and need information about the software in order to achieve interoperability of an independently created software program with the Software, You shall first request such information from Lucent. Unless Lucent refuses to make such information available, You shall not take any steps, such as reverse assembly or reverse compilation, to derive a source code equivalent to the Software. Lucent may charge a reasonable fee for the provision of such information. In the event that Lucent does not provide such information, then Your right to reverse engineer shall be limited to the extent required by the EC Software Directive;

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, YOU AGREE NOT TO USE, COPY, MODIFY OR TRANSFER THE SOFTWARE OR DOCUMENTATION OR ANY COPY, IN WHOLE OR IN PART. You agree to use Your best efforts to prevent and protect the contents of the Software from unauthorized disclosure or use. You agree not to sublicense, assign, delegate, rent, lease or otherwise transfer this license or any of the related rights or obligations for any reason. Lucent reserves all rights not expressly granted to You. NO OTHER LICENSES ARE GRANTED OR IMPLIED.

2. OWNERSHIP: Title, ownership rights, and intellectual property rights in the Software are and will remain the sole property of Lucent. The Software is a copyrighted work protected by copyright laws and treaties and/or contains proprietary information protected by law.

3. LIMITATIONS ON USE: You agree not to modify or translate the Software. You agree not to use Lucent's name or refer to Lucent directly or indirectly in any way whatsoever without the prior written approval of Lucent. The Software, together with any derivatives and copies thereof, shall be destroyed when no longer used in accordance with this Agreement, or when the right to use the Software is terminated. You agree that the Software may only be used in conjunction with "Active Call Center" and any other use of the Software is a violation of this agreement.

4. DISCLAIMER OF WARRANTY/LIMITATION OF REMEDIES: Except for the warranties expressly set forth above, Lucent has no additional obligation to support the Software it is providing under this Agreement. To the maximum extent permitted under applicable law, Lucent is licensing the Software to You "AS IS", WITH NO EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR WARRANTIES AGAINST INFRINGEMENT OF ANY PROPRIETARY RIGHTS OF A THIRD PARTY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE, SHALL LUCENT OR ITS SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES, OR ANY OTHER RELIEF WHATSOEVER, OR FOR ANY CLAIM BY ANY THIRD PARTY, ARISING FROM USE BY YOU OR OTHERS OF THE SOFTWARE, EVEN IF LUCENT SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR IF ANY REMEDY HEREIN SHALL HAVE PROVEN INEFFECTIVE. In no event shall the total cumulative liability of Lucent to You for all damages, losses and causes of action, regardless of legal theory, exceed the amount You paid under this Agreement for the right to use the Software.

Some States and other jurisdictions do not allow for the exclusion or limitation of implied warranties so the above exclusions or limitations may not apply to You. This warranty gives You specific legal rights and You may also have other rights which vary from jurisdiction to jurisdiction.

5. PATENTS: The grant of rights to You under this Agreement includes a non-exclusive, non-transferable, personal license under any patents which Lucent has a right to license and to the extent it has that right as of the effective date of this Agreement, and which but for this license are unavoidably infringed by the execution of the inherent functionality of the Software in the form furnished. Nothing contained herein shall be construed as conferring by implication, estoppel or otherwise any license or right under any existing or later issued patent claim which is directed to a combination of the functionality of the Software with the functionality of any other software or hardware.

6. TERMINATION: This Agreement is effective until terminated. You may terminate this Agreement at any time by destroying the Software and all derivatives and copies. This Agreement automatically terminates if You fail to comply with any of its terms and conditions. Upon termination for any reason, You agree to destroy all copies of the Software and derivatives in Your possession or control. Your obligations under Sections 3, 8 and 9 herein shall survive and continue after any termination of this Agreement.

7. EXPORT CONTROL: You agree not to export the Software or underlying information or technology, either directly or indirectly, to any foreign country except when such export is authorized by, and in full compliance with, the laws and regulations of the United States of America.

8. OTHER PROVISIONS: No right is granted herein to use any identifying mark (such as, but not limited to, trade names, trademarks, trade devices, service marks or symbols, and abbreviations, contractions or simulations thereof) owned by, or used to identify any product or service of, Lucent or a corporate affiliate thereof. You agree that You will not, without the prior written permission of Lucent, (i) use any such identifying mark in advertising, publicity, packaging, labeling or in any other manner to identify any of Your products or services or (ii) represent, directly or indirectly, that any product or service of Yours is a product or service of Lucent or such an affiliate or is made in accordance with or utilizes any information or documentation of Lucent or such an affiliate.

You agree that You shall hold all parts of the Software subject to this Agreement in confidence for Lucent. You further agree that You shall not make any disclosure of any or all of the Software (including methods or concepts utilized therein) to anyone, except to Your employees to whom such disclosure is necessary to the use for which rights are granted hereunder. You shall appropriately notify each employee to whom any such disclosure is made that such disclosure is made in confidence and shall be kept in confidence by such employee. If information relating to the Software subject to this Agreement at any time becomes available without restriction to the general public by acts not attributable to You, Your obligations under this Section 9 shall not apply to such information after such time. You acknowledge that disclosure of information in violation of this Section 9 will cause irreparable harm to Lucent and that in such case Lucent shall have the right to seek injunctive or other preliminary relief.

All obligations of You and Your employees under this Agreement which relate to confidentiality or which limit use of the Software shall survive and continue after any termination of rights under this Agreement.

9. U.S. GOVERNMENT END USERS: The Software is "commercial computer software" and "commercial computer software documentation", as those terms are used in 48 C.F.R. 12.212 and 227.7202. Consistent with 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government End Users acquire the Software with only those rights set forth in this Agreement.

10. MISCELLANEOUS: This Agreement sets forth the entire agreement and understanding between the parties pertaining to the subject matter hereof and merges all prior written or oral discussions between them. Any terms and conditions in any purchase order or other correspondence between the parties relating to the Software which differ or vary from the terms herein are null and void, and shall have no force or effect whatsoever notwithstanding acceptance of such purchase order by Lucent or Your Software Supplier. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. This Agreement shall be deemed executed in, and shall be construed in accordance with and governed by, the laws of the State of New York, United States of America, excluding its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND IT, AND THAT YOUR INSTALLATION AND USE OF THE SOFTWARE IS EXPRESSLY MADE CONDITIONAL ON YOUR ACCEPTANCE OF AND AGREEMENT TO BE BOUND BY ALL OF THE ABOVE TERMS AND CONDITIONS.