2
September
2004
TIM1-A2-GZ40-00
The terms and conditions of this License Agreement (the “Agreement”) will apply
to the software and/or firmware (individually or collectively the “Software”)
incorporated into the Paradyne product (the “Product”) purchased by you and any
derivatives obtained from the Software, including any copy of either. If you have
executed a separate written agreement covering the Software supplied to you
under this purchase, such separate written agreement shall govern.
Paradyne Corporation (“Paradyne”) grants to you, and you (“Licensee”) agree to
accept a personal, non-transferable, non-exclusive, right (without the right to
sublicense) to use the Software, solely as it is intended and solely as incorporated
in the Product purchased from Paradyne or its authorized distributor or reseller
under the following terms and conditions:
1. Ownership: The Software is the sole property of Paradyne and/or its licensors.
The Licensee acquires no title, right or interest in the Software other than the
license granted under this Agreement.
2. Licensee shall not use the Software in any country other than the country in
which the Product was rightfully purchased except upon prior written notice to
Paradyne and an agreement in writing to additional terms.
3. The Licensee shall not reverse engineer, decompile or disassemble the
Software in whole or in part.
4. The Licensee shall not copy the Software except for a single archival copy.
5. Except for the Product warranty contained in the manual, the Software is
provided “AS IS” and in its present state and condition and Paradyne makes
no other warranty whatsoever with respect to the Product purchased by you.
THIS AGREEMENT EXPRESSLY EXCLUDES ALL OTHER WARRANTIES,
WHETHER EXPRESS OR IMPLIED, OR ORAL OR WRITTEN, INCLUDING
WITHOUT LIMITATION:
a.
Any warranty that the Software is error-free, will operate uninterrupted in
your operating environment, or is compatible with any equipment or
software configurations; and
b.
ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT
LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
Some states or other jurisdictions do not allow the exclusion of implied
warranties on 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.
6. In no event will Paradyne be liable to Licensee for any consequential,
incidental, punitive or special damages, including any lost profits or lost
savings, loss of business information or business interruption or other
pecuniary loss arising out of the use or inability to use the Software, whether
based on contract, tort, warranty or other legal or equitable grounds, even if
Paradyne has been advised of the possibility of such damages, or for any
claim by any third party.
7. The rights granted under this Agreement may not be assigned, sublicensed or
otherwise transferred by the Licensee to any third party without the prior
written consent of Paradyne.