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willmeet the Licensee’srequirements, b) that the Softwarewill operate in the hardware orsoftware combinations that
theLicensee may select, c) thatthe operation of the Softwarew illbe uninterrupted or error free,or d) that all defects
inthe operation of theSoftware will be corrected.N ortelNetworks is not obligatedto remedy any Softwaredefect that
cannotbe reproduced with the latestSoftware release. These warrantiesdo not apply to the Software if it hasbeen (i)
altered,except by Nortel Networksor in accordance with its instructions;(ii) used in conjunction with another
vendor’sproduct, resultingin the defect; or (iii) damagedby improper environment, abuse,misuse, accident, or
negligence.THE FOREGOING WARRANTIES AND LIMITATIONSARE EXCLUSIVE REMEDIES AND ARE
INLIEU OF ALL OTHER WARRANTIESEXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATIONANY
WARRANTYOF MERCHANTABILITYOR FITNESSFOR A PARTICULAR PURPOSE. Licensee is responsible
forthe security of its own dataand information and for maintaining adequateprocedures apart from theSoftware to
reconstructlost or alteredfiles, data, or programs.
4.Limitation of liability. IN NOEVENT WILL NORTEL NETWORKS OR ITS LICENSORS BE LIABLEFOR
ANYCOST OF SUBSTITUTE PROCUREMENT; SPECIAL, INDIRECT, INCIDENTAL,OR CONSEQUENTIAL
DAMAGES;OR ANY DAMAGES RESULTING FROMINACCURATE OR LOST DATAOR LOSS OF USE OR
PROFITSARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OF THE SOFTWARE, EVEN
IFNORTEL NETWORKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT
SHALLTHE LIABILITY OF NORTEL NETWORKS RELATINGTO THE SOFTWARE OR THIS AGREEMENT
EXCEEDTHE PRICE PAID TO NORTEL NETWORKS FOR THE SOFTWARELICENSE.
5. Government Licensee s. Thisprovision applies to allSoftware and documentation acquireddirectly or indirectly
byor on behalf of the United States Government.The Software and documentationare commercial products, licensed
onthe open market at market prices,and were developed entirelya tprivate expense and withoutthe use of any U.S.
Governmentfunds. The licenseto the U.S. Government is granted onlywith restricted rights, and use,duplication, or
disclosureby the U.S. Governmentis subject to the restrictions setforth in subparagraph (c)(1) of the Commercial
ComputerSoftware––RestrictedRights clause of FAR52.227-19 and the limitations setout in this license for civilian
agencies,and subparagraph(c)(1)(ii) of the Rights in TechnicalData and Computer Softwareclause of DFARS
252.227-7013,for agencies of theDepartment of Defense or theirsuccessors, whichever is applicable.
6.Use of Software in the European Community.This provision applies to all Softwareacquired for use within the
European Community. If Licensee u ses the Software within a coun try in the European Commun ity,the S oftware
Directiveenacted by the Councilof European Communities Directivedated 14 May, 1991, willapply to the
examinationof the Softwareto facilitate interoperability.Licensee agrees to notifyNortel Networks of any such
intended examination of the Software and may pr ocure support and assi stance from Nortel Netw orks.
7.Term and termination. Thislicense is effectiveuntil terminated;however, all ofthe restrictions with respectto
NortelNetworks’ copyrightin the Software and user manualswill cease being effectiveat the date of expiration of the
NortelNetworks copyright; thoserestrictions relating to use anddisclosure of Nortel Networks’ confidential
information shall contin ue in effect. Licensee may term inate this license at any tim e. The license will automa tically
terminateif Licensee failsto comply with any of the terms and conditionsof the license. Upon terminationfor any
reason,Licensee will immediatelydestroy or return to Nortel Networksthe Software, user manuals,and all copies.
NortelNetworks is not liable to Licenseefor damages in any form solelyby reason of the termination of thislicense.
8.Export and Re-export. Licens ee agrees not to export, dir ectly or indirectly, the Soft ware or related technica l data
orinformation without firstobtaining any required exportlicenses or other governmentalapprovals. Withoutlimiting
theforegoing, Licensee,on behalf of itself andits subsidiaries and affiliates,agrees thatit will not, without first
obtainingall export licensesand approvals required by theU.S. Government: (i) export, re-export,transfer, ordivert
anysuch Software or technicaldata, or any direct product thereof,to any country to which such exportsor re-exports
arerestricted or embargoed underUnited States export control lawsand regulations, or to any nationalor resident of
suchrestricted or embargoedcountries; or (ii) provide the Softwareor related technical dataor information to any
militaryend user or for any militaryend use, including the design, development,or production of any chemical,
nuclear,or biologicalweapons.
9.General. If any provision ofthis Agreement is held to be invalidor unenforceable by a court of competent
jurisdiction,the remainderof the provisions of this Agreementshall remain in full force and effect.This Agreement
will be governed by the laws of the state o f California.