iii
Nortel Networks Inc. software license agreement
This Software License Agreement (“License Agreement”) is between you, the
“Software” is owned or licensed by Nortel Networks, its parent or one of its subsidiaries or affiliates, and is copyrighted and licensed, not sold. Software consists of
1.Licensed Use of Software. Nortel Networks grants Customer a nonexclusive license to use a copy of the Software on only one machine at any one time or to the extent of the activation or authorized usage level, whichever is applicable. To the extent Software is furnished for use with designated hardware or Customer furnished equipment (“CFE”), Customer is granted a nonexclusive license to use Software only on such hardware or CFE, as applicable. Software contains trade secrets and Customer agrees to treat Software as confidential information using the same care and discretion Customer uses with its own similar information that it does not wish to disclose, publish or disseminate. Customer will ensure that anyone who uses the Software does so only in compliance with the terms of this Agreement. Customer shall not a) use, copy, modify, transfer or distribute the Software except as expressly authorized; b) reverse assemble, reverse compile, reverse engineer or otherwise translate the Software; c) create derivative works or modifications unless expressly authorized; or d) sublicense, rent or lease the Software. Licensors of intellectual property to Nortel Networks are beneficiaries of this provision. Upon termination or breach of the license by Customer or in the event designated hardware or CFE is no longer in use, Customer will promptly return the Software to Nortel Networks or certify its destruction. Nortel Networks may audit by remote polling or other reasonable means to determine Customer’s Software activation or usage levels. If suppliers of third party software included in Software require Nortel Networks to include additional or different terms, Customer agrees to abide by such terms provided by Nortel Networks with respect to such third party software.
2.Warranty. Except as may be otherwise expressly agreed to in writing between Nortel Networks and Customer, Software is provided “AS IS” without any warranties (conditions) of any kind. NORTEL NETWORKS DISCLAIMS ALL WARRANTIES (CONDITIONS) FOR THE SOFTWARE, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OF
3.Limitation of Remedies. IN NO EVENT SHALL NORTEL NETWORKS OR ITS AGENTS OR SUPPLIERS BE LIABLE FOR ANY OF THE FOLLOWING: a) DAMAGES BASED ON ANY THIRD PARTY CLAIM; b) LOSS OF, OR DAMAGE TO, CUSTOMER’S RECORDS, FILES OR DATA; OR c) DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR SAVINGS), WHETHER IN CONTRACT, TORT OR OTHERWISE (INCLUDING NEGLIGENCE) ARISING OUT OF YOUR USE OF THE SOFTWARE, EVEN IF NORTEL NETWORKS, ITS AGENTS OR SUPPLIERS HAVE BEEN ADVISED OF THEIR POSSIBILITY. The forgoing limitations of remedies also apply to any developer and/or supplier of the Software. Such developer and/or supplier is an intended beneficiary of this Section. Some jurisdictions do not allow these limitations or exclusions and, in such event, they may not apply.
4.General
a)If Customer is the United States Government, the following paragraph shall apply: All Nortel Networks Software available under this License Agreement is commercial computer software and commercial computer software documentation and, in the event Software is licensed for or on behalf of the United States Government, the respective
