Linguistech Solutions LTD Use Software License Agreement

READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE OPENING THE PACKAGE CONTAINING THE PROGRAM DISKETTES OR CD-ROM, THE COMPUTER SOFTWARE THEREIN, AND THE ACCOMPANYING USER DOCUMENTATION (THE "PROGRAM"). THIS LICENSE AGREEMENT REPRESENTS THE ENTIRE AGREEMENT CONCERNING THE PROGRAM BETWEEN YOU AND NEURALWARE ("LICENSOR"), AND IT SUPERSEDES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING BETWEEN THE PARTIES. BY OPENING THE PACKAGE CONTAINING THE PROGRAM, YOU ARE ACCEPTING AND AGREEING TO THE TERMS OF THIS LICENSE AGREEMENT. IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT, YOU SHOULD PROMPTLY RETURN THE PACKAGE IN UNOPENED FORM, AND YOU WILL RECEIVE A REFUND OF YOUR MONEY.

1. License Granted. Licensor hereby grants to you, and you accept, a non-exclusive license to use the Program Diskettes or CD-ROM and the computer software contained therein in object-code-only form (collectively referred to as "LNTS Linguistech solution ") and to prepare and utilize derivative works based thereon only as authorized in this License Agreement, and further to use and prepare limited copies of the accompanying User Documentation only as authorized in this License Agreement. You agree that you will not loan, assign, sublicense, transfer, pledge, lease, rent, or share your rights under this License Agreement. Under no circumstances shall you reverse engineer or decompile LNTS Linguistech solution .

LNTS LINGUISTECH SOLUTION , INCLUDING ANY DERIVATIVE WORKS YOU CREATE THAT INCORPORATE SOFTWARE PRODUCED BY A LNTS LINGUISTECH SOLUTION GENERATOR SUCH AS FLASHCODE(TM) ("DERIVATIVE SOFTWARE"), MAY BE USED ONLY ON A SINGLE COMPUTER OWNED, LEASED, OR OTHERWISE CONTROLLED BY YOU; OR IN THE EVENT OF THE INOPERABILITY OF THAT COMPUTER, ON A BACKUP COMPUTER SELECTED BY YOU. YOU MAY NOT USE LNTS LINGUISTECH SOLUTION OR DERIVATIVE SOFTWARE CONCURRENTLY ON TWO OR MORE COMPUTERS OR IN A LOCAL AREA NETWORK OR OTHER NETWORK WITHOUT THE PRIOR WRITTEN CONSENT OF LICENSOR AND THE PAYMENT OF ADDITIONAL LICENSE FEES.

IF YOU HAVE ACQUIRED THIS SOFTWARE LICENSE IN CONSIDERATION OF PAYMENT OF NEURALWARE ACADEMIC LICENSE FEES, YOU MAY USE THE LICENSED SOFTWARE ONLY FOR TEACHING PURPOSES AND/OR NOT-FOR-PROFIT RESEARCH CONDUCTED BY YOU OR BY A STUDENT OR STUDENTS UNDER YOUR DIRECTION. YOU MAY NOT USE LNTS LINGUISTECH SOLUTION FOR ANY ACTIVITY OTHER THAN TEACHING OR NOT-FOR-PROFIT RESEARCH WITHOUT THE EXPRESS WRITTEN PERMISSION OF NEURALWARE.

Upon loading LNTS Linguistech solution into your computer, you may retain the Program Diskettes or CD-ROM for backup purposes. In addition, you may make one copy of the Program on a second set of diskettes or other media for the purpose of backup in the event that the Program Diskettes or CD-ROM are damaged or destroyed. You may make one copy of the User Documentation for backup purposes. Any such copies of the Program or the User Documentation shall include Licensor's copyright and other proprietary notices. Except as authorized under this paragraph no copies of the Program or any portions thereof may be made.

2. Licensor's Rights. You acknowledge and agree that Licensor's Software contains valuable proprietary unpublished trade secrets owned by Licensor and its suppliers. LNTS Linguistech solution and User Documentation are also protected under United States copyright law and International Treaty provisions. You further acknowledge and agree that all right, title, and interest in and to the Program are and shall remain with Licensor. This License Agreement does not convey to you an interest in or to the Program but only a limited right of use revocable in accordance with the terms of this License Agreement.

3. License Fees. The license fees paid by you are paid in consideration of the licenses granted under this License Agreement.

4. Term. This License Agreement is effective upon your opening of this package and shall continue until terminated. You may terminate this License Agreement at any time by returning the Program and all copies thereof and extracts therefrom to Licensor. Licensor may terminate this License Agreement upon breach by you of any term hereof. Upon such termination by Licensor, you agree to return to Licensor the Program and all copies and portions thereof.

5. Limited Warranty. Licensor warrants, for your benefit alone, that the Program Diskettes or CD-ROM in which the computer software is embedded and the User Documentation shall, for a period of 90 days from the date of commencement of this License Agreement (referred to as the Warranty Period), be free from defects in material and workmanship. Licensor further warrants, for your benefit alone, that during the Warranty Period the Program shall operate substantially in accordance with the functional specifications in the User Documentation. If, during the Warranty Period, a defect in the Program appears, you may return the Program to Licensor for either replacement or, if so elected by Licensor, refund of amounts paid by you under this License Agreement. You agree that the foregoing constitutes your sole and exclusive remedy for breach by Licensor of any warranties made under this Agreement. EXCEPT FOR THE WARRANTIES SET FORTH ABOVE, THE PROGRAM, AND LNTS LINGUISTECH SOLUTION CONTAINED THEREIN, ARE LICENSED "AS IS," AND LICENSOR DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING (WITHOUT LIMITATION) ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

6. Limitation of Liability. Licensor's cumulative liability to you or any other party for any loss or damages resulting from claims, demands, or actions arising out of or relating to this Agreement shall not exceed the license fee paid to Licensor for the use of the Program. In no event shall Licensor be liable for any indirect, incidental, consequential, special, or exemplary damages or lost profits, even if Licensor has been advised of the possibility of such damages. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL, OR CONSEQUENTIAL, DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

7. Trademark. No right, license, or interest to any trademark of Licensor is granted hereunder, and you agree that no such right, license, or interest shall be asserted by you with respect to any trademark of Licensor.

8. Governing Law. This License Agreement shall be construed and governed in accordance with the laws of the Commonwealth of Pennsylvania.

9. Severability. Should any term of this License Agreement be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof.

10. No Waiver. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.

11. Restricted Rights. If you are acquiring the Program under a United States government contract, you agree that it will include all necessary and applicable restricted rights legends on the Program and the User Documentation to protect Licensor's proprietary rights under the FAR or other similar regulations of other federal agencies.

12. Export. You acknowledge that the Program is subject to export and import controls of the United States of America. You agree that the Program will be exported, re-exported or resold only in compliance with such laws. You represent and warrant that the Program will not be used for any nuclear, chemical/biological warfare, missile end-use or training related thereto.