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1. License Grant. Nortel Networks NA Inc. (“Nortel Networks”) grants the end user of the Software (“Licensee”) a
personal, nonexclusive, nontr ans ferab le lic ense: a) to use the Sof twa re either on a si ngl e compu ter or, if applicable, on
a single authorized device identified by host ID, for which it was or iginally acquired; b) to copy the Software so lely
for backup purposes in support of autho rized use of the Software; and c) to use and copy the associated user manual
solely in support of autho rized use of the Software by Licensee. This license applies to the Software only and does not
extend to Nortel Networks Agent software or other Nortel Networks software products. Nortel Networks Agent
software or other Nortel Networks software products are licensed for use under the terms of the applicable Nortel
Networks Software License Agreement that accompanies such software and upon paymen t by the end user of the
applicable license fees for such software.
2. Restrictions on use; reservation of ri ghts. The Software and user manuals are protected under copy right laws.
Nortel Networks and/or its licensors retain all title and ownership in both the Software and user manuals, including
any revisions made by Nortel Netw orks or its licensors. The copyright notic e must be reproduced and included with
any copy of any portion of the Software or user manuals. Licensee may not modify, translate, decompile, disassemble,
use for any competit ive analysis, reverse eng ineer, distribute, or crea te derivative works from th e Software or user
manuals or any copy, in whole or in part. Except as expressly provided in thi s A greement, Licensee may not copy or
transfer the Software or user manuals, in whole or in part. The Software and user manuals embody Nortel Networks’
and its licensors’ confidential and proprietary intellectual property. Licensee shall not sublicense, assign, or otherwise
disclose to any third party the Software, or any information about the operation, design, performance, or
implementation of the Software and user manuals that is confidential to Nortel Networks and its licensors; how ever,
Licensee may grant permission to its consultants, subcontractors, and agents to use the Software at Licensee’s facility,
provided they have agreed to us e the Software only in accordance with the terms of this license.
3. Limited warranty. Nortel Ne twor ks warran ts each item of Softw are , as del iv er ed b y Nor tel N etw orks an d pro per ly
installed and operated on Nortel Netw orks hardware or other equipment it is originally licensed for, to functio n
substantially as described in its accompanying user manual during its warrant y period, which begins on the date
Software is first shipped to Licensee . If an y it em of Soft war e fai ls to so func ti on du ring i ts warran ty pe ri od, as t he so le
remedy Nortel Networks will at its discret ion pro vi de a suita bl e fix , pat ch , or worka ro und fo r the prob le m that may be
included in a future Software rele ase. Nortel Networks further warra nts to Licensee that the media on which the
Software is provided will be free from defects in materia ls and workmanship under normal use for a period of 90 days
from the date Softwa re is first shipped to L icensee. Nortel Netw orks will replace def ective media at no cha rge if it is
returned to Nortel Networks during the warranty period along with proof of the date of shipment. This warranty does
not apply if the media has been damaged as a result of accident, misuse, or abuse. The Licens ee assumes all
responsibility for selection of the Software to achieve Licensee’s intended results and for the installa tion, use, and
results obtained from the Software. No rtel Networks does not warrant a) that the functions contained in the software
will meet the Licensee’s requi rements, b) that the Software will operate in the hardware or software combinations that
the Licensee may select, c) that the operation of the Software will be uninterrupted or error free, or d) that all defects
in the operation of the Software wi ll be c orrec te d. Nortel Net wor ks i s n ot obl igat ed t o re medy an y Softw ar e de fe ct that
cannot be reproduced with the latest Software release. These warranties do not apply to the Software if it has been (i)
altered, except by Nortel Networks or in accordance with its instructions; (ii) used in conjunction with another
vendor’s product, resulting in the defect; or (iii) damaged by improper environment, abuse, misuse, accident, or
negligence. THE FOREGOING WARRANTIES AND LIMITATIONS ARE EXCLUSIVE REMEDIES AND ARE
IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED, I NCLUDING WITHOUT LI MITATION ANY
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Licensee is responsible
for the security of its own data and information and for maintaining adequate procedures apart from the Software to
reconstruct lost or altered fi les, data, or programs.
4. Limitation of liability. IN NO EVENT WILL NORTEL NETWORKS OR ITS LICENSORS BE LIABLE FOR
ANY COST OF SUBSTITUTE PROCUREMENT; SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL
DAMAGES; OR ANY DAMAGES RESULTING FROM INACCURATE OR LOST DATA OR LOSS OF USE OR
PROFITS ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OF THE SOFTWARE, EVEN
IF NORTEL NETWORKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT
SHALL THE LIABILITY OF NORTEL NETWORKS RELATING TO THE SOFTWARE OR THIS AGREEMENT
EXCEED THE PRICE PAID TO NORTEL NETWORKS FOR THE SOFTWARE LICENSE.