"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 machine-readable instructions, its components, data,
audio-visual content (such as images, text, recordings or pictures) and related licensed materials including all whole
or partial copies. Nortel Networks grants you a license to use the Software only in the country where you acquired the
Software. You obtain no rights other than those granted to you under this License Agreement. You are responsible for
the selection of the Software and for the installation of, use of, and results obtained from the Software.
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 NON-INFRINGEMENT. Nortel Networks is not obligated
to provide support of any kind for the Software. Some jurisdictions do not allow exclusion of implied warranties,
and, in such event, the above exclusions may not apply.
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 rights to the software and software documentation are governed by Nortel
Networks standard commercial license in accordance with U.S. Federal Regulations at 48 C.F.R. Sections
12.212 (for non-DoD entities) and 48 C.F.R. 227.7202 (for DoD entities).
b.
Customer may terminate the license at any time. Nortel Networks may terminate the license if Customer
fails to comply with the terms and conditions of this license. In either event, upon termination, Customer
must either return the Software to Nortel Networks or certify its destruction.
c.
Customer is responsible for payment of any taxes, including personal property taxes, resulting from
Customer’s use of the Software. Customer agrees to comply with all applicable laws including all applicable
export and import laws and regulations.
d.
Neither party may bring an action, regardless of form, more than two years after the cause of the action
arose.
e.
The terms and conditions of this License Agreement form the complete and exclusive agreement between
Customer and Nortel Networks.
