90
WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE SOFTWARE IS
AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER. SOME STATES OR JURISDICTIONS DO NOT ALLOW
THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO
THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
LIMITATION OF LIABILITY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL
SCANSOFT OR ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, INCLUDING,
WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR
MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE
POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR
OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ANY CASE, SCANSOFT’S AND ITS SUPPLIERS’ AND
LICENSORS’ ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL NOT EXCEED IN THE
AGGREGATE THE SUM OF THE FEES LICENSEE PAID FOR THIS LICENSE (IF ANY), WITH THE EXCEPTION OF DEATH
OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF SCANSOFT TO THE EXTENT APPLICABLE LAW PROHIBITS
THE LIMITATION OF DAMAGES IN SUCH CASES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR
LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT BE
APPLICABLE.
EXPORT CONTROL.
Licensee agrees to comply with all export laws and restrictions and regulations of the United States or
foreign agencies or authorities, and not to export or re-export the Software in violation of any such restrictions, laws or
regulations, or without all necessary approvals.
U.S. GOVERNMENT END USERS.
This Section applies to all acquisitions of the Software by or for the Federal government or
by any prime contractor or subcontractor (at any tier) under any contract, grant, cooperative agreement, or other activity with
the Federal government. By accepting delivery of the Software, the government hereby agrees that this software qualifies as
“commercial” computer software within the meaning of the acquisition regulation(s) applicable to the procurement. The terms
and conditions of this Agreement shall pertain to the government’s use and disclosure of the Software and shall supersede any
conflicting contractual terms or conditions. If this Agreement fails to meet the government’s needs or is inconsistent in any
respect with Federal law, the government agrees to return the Software, unused, to ScanSoft. The following additional
statement applies only to acquisitions governed by DFARS Subpart 227.4 (October 1988): “Restricted Rights— Use,
duplication, and disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in
Technical Data and Computer Software clause at DFARS 252.227-7013 (Oct. 1988).”
GENERAL.
This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof. This
Agreement may be amended only by a writing signed by both parties. Except to the extent applicable law, if any, provides
otherwise, this Agreement shall be governed by the laws of the Commonwealth of Massachusetts, United States of America,
excluding its conflict of law provisions. Unless otherwise agreed in writing, all disputes relating to this Agreement (excepting any
dispute relating to intellectual property rights) shall be subject to final and binding arbitration in Boston, Massachusetts, under
the auspices of a single arbitrator pursuant to the commercial arbitration rules of the American Arbitration Association then in
effect, with the losing party paying all costs of arbitration. This Agreement shall not be governed by the United Nations
Convention on Contracts for the International Sale of Goods. If any provision in this Agreement should be held illegal or
unenforceable by a court having jurisdiction, such provision shall be modified to the extent necessary to render it enforceable
without losing its intent, or severed from this Agreement if no such modification is possible, and other provisions of this
Agreement shall remain in full force and effect. The controlling language of this Agreement is English. The Licensee agrees to
bear any and all costs of interpreters if necessary. If Licensee has received a translation into another language, it has been
provided for Licensee’s convenience only. A waiver by either party of any term or condition of this Agreement or any breach
thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof. The provisions of this
Agreement that require or contemplate performance after the expiration or termination of this Agreement shall be enforceable
notwithstanding such expiration or termination. Licensee may not assign or otherwise transfer by operation of law or otherwise
this Agreement or any rights or obligations herein except to an acquirer of Licensee’s business in the case of a merger or the
sale of all or substantially all of Licensee’s assets to such acquirer. This Agreement shall be binding upon and shall inure to the
benefit of the parties, their successors and permitted assigns. The relationship between ScanSoft and Licensee is that of
independent contractors and neither Licensee nor its agents shall have any authority to bind ScanSoft in any way. If any
dispute arises under this Agreement, the prevailing party shall be reimbursed by the other party for any and all legal fees and
costs associated therewith. The headings to the sections of this Agreement are used for convenience only and shall have no
substantive meaning. ScanSoft may use Licensee’s name in any customer reference list or in any press release issued by
ScanSoft regarding the licensing of the Software.
LICENSEE OUTSIDE THE U.S.
If Licensee is located outside the U.S., then the provisions of this Section shall apply. (i) Les
parties aux présentés confirment leur volonté que cette convention de même que tous les documents y compris tout avis qui s’y
rattaché, soient redigés en langue anglaise. (Translation: “The parties confirm that this Agreement and all related
documentation is and will be in the English language.”) (ii) Licensee is responsible for complying with any local laws in its
jurisdiction which might impact its right to import, export or use the Software, and Licensee represents that it has complied with
any regulations or registration procedures required by applicable law to make this license enforceable.
Copyright © 2005 ScanSoft, Inc. All rights reserved. ScanSoft and the Scansoft logo are trademarks or registered trademarks
of ScanSoft, Inc. in the United States and other countries.
