LIMITED USE SOFTWARE LICENSE AGREEMENT FOR INFERNO BETA SOFTWARE
The terms and conditions of this Agreement will apply to the
SOFTWARE delivered by electronic download or other means and
derivatives obtained therefrom, including any copy. The term
SOFTWARE includes programs and related documentation supplied
herewith and updates subsequently provided by LUCENT.
If you have executed a separate Software Agreement covering the
Software supplied herewith, such Software Agreement will govern.
1. TITLE AND LICENSE GRANT
The SOFTWARE is copyrighted and/or contains proprietary
information protected by law. All SOFTWARE, and all copies
thereof, are and will remain the sole property of LUCENT or
its suppliers. LUCENT hereby grants you a personal, non-
transferable and non-exclusive right to use the SOFTWARE for
internal evaluation purposes, in whatever form recorded,
which is furnished to you under this Agreement. Any other
use of this SOFTWARE or removal of the SOFTWARE from a
country in which use is licensed shall automatically
terminate this license. No right is granted to use the
SOFTWARE in any product which is marketed or used
commercially
Use of SOFTWARE anywhere except in the country in which the
SOFTWARE is provided may, in addition to the terms and
conditions of this License Agreement, be subject to the
terms and conditions of a separate written agreement signed
by the user. You acknowledge that the SOFTWARE is subject to
U.S. export laws and regulations and any use or transfer
must be authorized under those regulations. You agree that
you will not use, distribute, transfer, or transmit the
SOFTWARE, or technical information (even if incorporated
into other products) except in compliance with U.S. export
regulations.
You agree to use your best efforts to see that any user of
the SOFTWARE licensed hereunder complies with the terms and
conditions of this License Agreement and to refrain from
taking any steps, such as reverse engineering, reverse
assembly or reverse compilation, to derive a source code
equivalent of the SOFTWARE. If the SOFTWARE is located in
the European Community and you assert that you have a right
to and need for information "indispensable for achieving
interoperability of an independently created computer
program" with the SOFTWARE, you shall submit a request for
such information to LUCENT prior to undertaking any steps to
reverse engineer, reverse assemble or reverse compile the
SOFTWARE. The meaning of "indispensable for achieving
interoperability" shall be interpreted pursuant to Article
VI of the European Community Computer Software Directive
91/205. If the information is deemed indispensable by
LUCENT, LUCENT will (a) provide such information within a
reasonable period of time or (b) advise you that you may
decompile the SOFTWARE pursuant to guidelines. If
information is provided under option (a) above, you may be
charged a fee.
2. SOFTWARE USE
A. You are permitted to make a single archive copy,
provided the SOFTWARE shall not otherwise be reproduced,
copied, or, except for the documentation, disclosed to
others in whole or in part except as explicitly provided
herein. If you install the software on a client-server
system, you may install the software on a server and up to
ten subtended clients. Any such copy shall contain the same
copyright notice and proprietary marking, including diskette
markings, appearing on the original SOFTWARE.
B. The SOFTWARE,
1. together with any archive copy thereof,
shall be destroyed when no longer used in accordance with
this License Agreement, or when the right to use the
SOFTWARE is terminated; and
2. shall not be removed from a country in
which use is licensed.
C. You understand and acknowledge that the nature of
SOFTWARE is such that in its normal operation it may access
and download elements of software or data from resources
which are external to the computer or device running the
SOFTWARE, such as Inferno enabled servers. LUCENT does not
undertake to provide such external resources or servers and
specifically disclaims any representation or warranty as to
the availability, quality or performance of such resources
or whether they may contain any defects which may affect
performance of the SOFTWARE or Licensee's computer. LUCENT
shall not be responsible for provision of any communications
facilities or the costs associated with communications.
Licensee understands and acknowledges that the Software
Products may contain expiration routines which will disable
the Software Products at the expiration of this Software
License.
3. NO WARRANTY
A. You understand and acknowledge that the SOFTWARE is a
"Beta" version of a product still under development and may
contain errors, "bugs" or other defects. The SOFTWARE is
provided on an AS-IS basis, without warranty of any kind.
Specifically, LUCENT does not warrant that the functions of
the SOFTWARE will meet your requirements or that SOFTWARE
operation will be error-free or uninterrupted.
B. LUCENT has used reasonable efforts to minimize defects
or errors in the SOFTWARE. HOWEVER, YOU ASSUME THE RISK OF
ANY AND ALL DAMAGE OR LOSS FROM USE, OR INABILITY TO USE
THE SOFTWARE.
C. Unless a separate agreement for software maintenance
is entered into between you and LUCENT, LUCENT bears no
responsibility for supplying assistance for fixing or for
communicating known errors to you pertaining to the SOFTWARE
supplied hereunder.
D. LUCENT, ITS AFFILIATES, CONTRACTORS, SUPPLIERS AND
AGENTS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AND
SPECIFICALLY DISCLAIM ANY WARRANTY OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY OF
INTELLECTUAL PROPERTY NONINFRINGEMENT.
Some states or other jurisdictions do not allow the
exclusion of implied warranties or limitations on how long
an implied warranty lasts, so the above limitations may not
apply to you. This warranty gives you specific legal rights
and you may also have other rights which vary from one state
or jurisdiction to another.
4. FEEDBACK
If you provide LUCENT with reports of bugs or errors in the
SOFTWARE, reports on the operation of the SOFTWARE or any
changes or modifications proposed or suggested by you to the
Software Products during the term of this Agreement in
connection with the evaluating and testing thereof
("Feedback"), LUCENT shall have all the rights to use such
Feedback at its discretion including, but not limited to the
incorporation of such suggested changes or modifications
into LUCENT software and the right to assign, license or to
otherwise transfer to third parties the software so changed
or modified without obligation or recourse to you. You
hereby grant and assign to LUCENT and its licensees all
rights and licenses as are necessary to incorporate Feedback
into the Inferno Software and/or other Lucent products and
to distribute and otherwise commercially exploit the Inferno
Software and/or other Lucent products without payment or
accounting to you.
5. EXCLUSIVE REMEDIES AND LIMITATIONS OF LIABILITIES
A. YOU AGREE THAT YOUR SOLE REMEDY AGAINST LUCENT, ITS
AFFILIATES, CONTRACTORS, SUPPLIERS, AND AGENTS FOR LOSS OR
DAMAGE CAUSED BY ANY DEFECT OR FAILURE IN THE SOFTWARE
REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT,
TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE,
SHALL BE THE REPLACEMENT OF LUCENT FURNISHED SOFTWARE,
PROVIDED SUCH SOFTWARE IS RETURNED TO LUCENT. THIS SHALL BE
EXCLUSIVE OF ALL OTHER REMEDIES AGAINST LUCENT, ITS
AFFILIATES, CONTRACTORS, SUPPLIERS OR AGENTS, EXCEPT FOR
YOUR RIGHT TO CLAIM DAMAGES FOR BODILY INJURY TO ANY PERSON.
B. Regardless of any other provisions of this Agreement,
neither LUCENT nor its affiliates, contractors, suppliers or
agents shall be liable for any indirect, incidental, or
consequential damages (including lost profits) sustained or
incurred in connection with the use, operation, or inability
to use the SOFTWARE or for damages due to causes beyond the
reasonable control of LUCENT, its affiliates, contractors,
suppliers and agents attributable to any service, products
or action of any other person.
6. MISCELLANEOUS PROVISIONS
A. This Agreement shall be construed in accordance with
and governed by the laws of the State of New York, excluding
its conflict of law rules.
B. U.S. GOVERNMENT RIGHTS. If you are acquiring SOFTWARE
on behalf of any part of the United States Government, the
following provisions apply: The SOFTWARE is deemed to be
"commercial software" and "commercial computer software
documentation," respectively, pursuant to DFAR Section
227.7202 and FAR 12.212, as applicable. Any use,
modification, reproduction, release, performance, display or
disclosure of the SOFTWARE by the U.S. Government or any of
its agencies shall be governed solely by the terms of this
Agreement and shall be prohibited except to the extent
expressly permitted by the terms of this Agreement.
7. PATENTS
A. LUCENT hereby grants to you an immunity from suit under
LUCENT's present patents solely with respect to your use in
testing the SOFTWARE for evaluation purposes for a
reasonable time period not to exceed one hundred eighty
(180) days from your receipt thereof and not in combination
with any other software or hardware furnished to customers.
B. It is recognized that third parties may have patents
that might be infringed by your use of the SOFTWARE and
LUCENT makes no representations or warranties with respect
thereto. It shall be your sole responsibility to determine
the existence and applicability of patents of third parties
and to secure any necessary license with respect thereto.
_________________________________________________________________
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND
UNDERSTAND IT, AND THAT BY DOWNLOADING THE SOFTWARE YOU
AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER
AGREE THAT, EXCEPT FOR SEPARATE WRITTEN AGREEMENTS BETWEEN
LUCENT AND YOU, THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE
STATEMENT OF THE RIGHTS AND LIABILITIES OF THE PARTIES.
THIS AGREEMENT SUPERSEDES ALL PRIOR ORAL AGREEMENTS,
PROPOSALS OR UNDERSTANDINGS, AND ANY OTHER COMMUNICATIONS
BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.
