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313889-A Rev 00
Nortel Networks Inc. Software License Agreement
This Software License Agreement (“License Agreement”) is between you, the end-user (“Customer”) and Nortel
Networks Corporation and its subsidiaries and affiliates (“Nortel Networks”). PLEASE READ THE FOLLOWING
CAREFULLY. YOU MUST ACCEPT THESE LICENSE TERMS IN ORDER TO DOWNLOAD AND/OR USE
THE SOFTWARE. USE OF THE SOFTWARE CONSTITUTES YOUR ACCEPTANCE OF THIS LICENSE
AGREEMENT. If you do not accept these terms and conditions, return the Software, unused and in the original
shipping container, within 30 days of purchase to obtain a credit for the full purchase price.
“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 MERCHANTABLITITY 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.