2.Restrictions on use; reservation of rights. The Software and user manuals are protected under copyright 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 Networks or its licensors. The copyright notice 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 competitive analysis, reverse engineer, distribute, or create derivative works from the Software or user manuals or any copy, in whole or in part. Except as expressly provided in this Agreement, 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; however, Licensee may grant permission to its consultants, subcontractors, and agents to use the Software at Licensee’s facility, provided they have agreed to use the Software only in accordance with the terms of this license.
3.Limited warranty. Nortel Networks warrants each item of Software, as delivered by Nortel Networks and properly installed and operated on Nortel Networks hardware or other equipment it is originally licensed for, to function substantially as described in its accompanying user manual during its warranty period, which begins on the date Software is first shipped to Licensee. If any item of Software fails to so function during its warranty period, as the sole remedy Nortel Networks will at its discretion provide a suitable fix, patch, or workaround for the problem that may be included in a future Software release. Nortel Networks further warrants to Licensee that the media on which the Software is provided will be free from defects in materials and workmanship under normal use for a period of 90 days from the date Software is first shipped to Licensee. Nortel Networks will replace defective media at no charge 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 Licensee assumes all responsibility for selection of the Software to achieve Licensee’s intended results and for the installation, use, and results obtained from the Software. Nortel Networks does not warrant a) that the functions contained in the software will meet the Licensee’s requirements, 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 will be corrected. Nortel Networks is not obligated to remedy any Software defect 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, INCLUDING WITHOUT LIMITATION 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 files, 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.
5.Government Licensees. This provision applies to all Software and documentation acquired directly or indirectly by or on behalf of the United States Government. The Software and documentation are commercial products, licensed on the open market at market prices, and were developed entirely at private expense and without the use of any U.S. Government funds. The license to the U.S. Government is granted only with restricted rights, and use, duplication, or disclosure by the U.S. Government is subject to the restrictions set forth in subparagraph (c)(1) of the Commercial Computer
6.Use of Software in the European Community. This provision applies to all Software acquired for use within the European Community. If Licensee uses the Software within a country in the European Community, the Software
iv |
|
