IMPORTANT:  YOUR USE OF SOFTWARE SUPPLIED BY SPEECHSOFT INDICATES YOUR ACCEPTANCE OF THE FOLLOWING TERMS AND CONDITIONS.

SpeechSoft agrees to grant you a non-exclusive license to use the enclosed software program only on the terms specified herein.

IMPORTANT - READ CAREFULLY: THIS SPEECHSOFT CALLMASTER LICENSE AGREEMENT (CLA) IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY) AND SPEECHSOFT CORPORATION FOR THE SPEECHSOFT SOFTWARE PRODUCT IDENTIFIED ABOVE, WHICH INCLUDES COMPUTER SOFTWARE AND MAY INCLUDE ASSOCIATED MEDIA, PRINTED MATERIALS, AND ONLINE OR ELECTRONIC DOCUMENTATION (SOFTWARE PRODUCT).  THE SOFTWARE PRODUCT ALSO INCLUDES ANY UPDATES AND SUPPLEMENTS TO THE ORIGINAL SOFTWARE PRODUCT PROVIDED TO YOU BY SPEECHSOFT. BY INSTALLING, COPYING, DOWNLOADING, ACCESSING OR OTHERWISE USING THE SOFTWARE PRODUCT, YOU AGREE TO BE BOUND BY THE TERMS OF THIS CLA.  IF YOU DO NOT AGREE TO THE TERMS OF THIS CLA, DO NOT INSTALL OR USE THE SOFTWARE PRODUCT; YOU MAY, HOWEVER, RETURN IT TO YOUR PLACE OF PURCHASE FOR A REFUND BASED ON THEIR REFUND POLICY. 

PERMITTED USES:

You may use the program on a single computer.  That computer must be equipped with a Hardlock from SpeechSoft.
You may make a single back up of the program.
You may transfer the program and license to another party if the party agrees to the terms of this agreement and you destroy all your copies of the program.  If you transfer the program or any copy to another party, your license and right to use the program is automatically terminated.

 SOFTWARE PRODUCT LICENSE

THE SOFTWARE PRODUCT IS PROTECTED BY COPYRIGHT LAWS AND INTERNATIONAL COPYRIGHT TREATIES, AS WELL AS OTHER INTELLECTUAL PROPERTY LAWS AND TREATIES.  THE SOFTWARE PRODUCT IS LICENSED, NOT SOLD.

1. GRANT OF LICENSE.  THIS CLA GRANTS YOU THE FOLLOWING RIGHTS:

·        APPLICATIONS SOFTWARE.  YOU MAY INSTALL, USE, ACCESS, DISPLAY, RUN, OR OTHERWISE INTERACT WITH (RUN) ONE COPY OF THE SOFTWARE PRODUCT, OR ANY PRIOR VERSION FOR THE SAME OPERATING SYSTEM, ON A SINGLE COMPUTER, WORKSTATION, TERMINAL, OR OTHER DIGITAL ELECTRONIC DEVICE (COMPUTER).  THE PRIMARY USER OF THE COMPUTER ON WHICH THE SOFTWARE PRODUCT IS INSTALLED MAY MAKE A SECOND COPY FOR HIS OR HER EXCLUSIVE USE AS BACKUP.

       YOU MUST ACQUIRE AND DEDICATE A LICENSE FOR EACH SEPARATE COMPUTER ON WHICH THE SOFTWARE PRODUCT IS RUN.  A LICENSE FOR THE SOFTWARE PRODUCT MAY NOT BE SHARED OR USED CONCURRENTLY ON DIFFERENT COMPUTERS.

·        RESERVATION OF RIGHTS.  ALL RIGHTS NOT EXPRESSLY GRANTED ARE RESERVED BY SPEECHSOFT. 

2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.

·        LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY.  YOU MAY NOT REVERSE ENGINEER, DECOMPILE, OR DISASSEMBLE THE SOFTWARE PRODUCT, EXCEPT AND ONLY TO THE EXTENT THAT SUCH ACTIVITY IS EXPRESSLY PERMITTED BY APPLICABLE LAW NOTWITHSTANDING THIS LIMITATION.

·        SEPARATION OF COMPONENTS.  THE SOFTWARE PRODUCT IS LICENSED AS A SINGLE PRODUCT.  ITS COMPONENT PARTS MAY NOT BE SEPARATED FOR USE ON MORE THAN ONE COMPUTER.

·        TRADEMARKS.  THIS CLA DOES NOT GRANT YOU ANY RIGHTS IN CONNECTION WITH ANY TRADEMARKS OR SERVICE MARKS OF SPEECHSOFT.

·        RENTAL.  YOU MAY NOT RENT, LEASE, OR LEND THE SOFTWARE PRODUCT UNLES GRANTED THAT ABILITY IN WRITING FROM SPEECHSOFT.

·        SUPPORT SERVICES.  SPEECHSOFT MAY PROVIDE YOU WITH SUPPORT SERVICES RELATED TO THE SOFTWARE PRODUCT (SUPPORT SERVICES).  USE OF SUPPORT SERVICES IS GOVERNED BY THE SPEECHSOFT POLICIES AND PROGRAMS DESCRIBED IN THE USER MANUAL, IN ONLINE DOCUMENTATION, AND/OR IN OTHER SPEECHSOFT-PROVIDED MATERIALS.  ANY SUPPLEMENTAL SOFTWARE CODE PROVIDED TO YOU AS PART OF THE SUPPORT SERVICES SHALL BE CONSIDERED PART OF THE SOFTWARE PRODUCT AND SUBJECT TO THE TERMS AND CONDITIONS OF THIS CLA.  WITH RESPECT TO TECHNICAL INFORMATION YOU PROVIDE TO SPEECHSOFT AS PART OF THE SUPPORT SERVICES, SPEECHSOFT MAY USE SUCH INFORMATION FOR ITS BUSINESS PURPOSES, INCLUDING FOR PRODUCT SUPPORT AND DEVELOPMENT.  SPEECHSOFT WILL NOT UTILIZE SUCH TECHNICAL INFORMATION IN A FORM THAT PERSONALLY IDENTIFIES YOU.

·        SOFTWARE TRANSFER.  THE INITIAL LICENSEE OF THE SOFTWARE PRODUCT MAY MAKE A ONE-TIME PERMANENT TRANSFER OF THIS CLA AND SOFTWARE PRODUCT ONLY DIRECTLY TO AN END USER.  THIS TRANSFER MUST INCLUDE ALL OF THE SOFTWARE PRODUCT (INCLUDING ALL COMPONENT PARTS, THE MEDIA AND PRINTED MATERIALS, ANY UPGRADES, THIS CLA, AND, IF APPLICABLE, THE CERTIFICATE OF AUTHENTICITY).  SUCH TRANSFER MAY NOT BE BY WAY OF CONSIGNMENT OR ANY OTHER INDIRECT TRANSFER.  THE TRANSFEREE OF SUCH ONE-TIME TRANSFER MUST AGREE TO COMPLY WITH THE TERMS OF THIS CLA, INCLUDING THE OBLIGATION NOT TO FURTHER TRANSFER THIS CLA AND SOFTWARE PRODUCT.

·        TERMINATION.  WITHOUT PREJUDICE TO ANY OTHER RIGHTS, SPEECHSOFT MAY TERMINATE THIS CLA IF YOU FAIL TO COMPLY WITH THE TERMS AND CONDITIONS OF THIS CLA.  IN SUCH EVENT, YOU MUST DESTROY ALL COPIES OF THE SOFTWARE PRODUCT AND ALL OF ITS COMPONENT PARTS. 

3. UPGRADES.  IF THE SOFTWARE PRODUCT IS LABELED AS AN UPGRADE, YOU MUST BE PROPERLY LICENSED TO USE A PRODUCT IDENTIFIED BY SPEECHSOFT AS BEING ELIGIBLE FOR THE UPGRADE IN ORDER TO USE THE SOFTWARE PRODUCT.  A SOFTWARE PRODUCT LABELED AS AN UPGRADE REPLACES AND/OR SUPPLEMENTS (AND MAY DISABLE) THE PRODUCT THAT FORMED THE BASIS FOR YOUR ELIGIBILITY FOR THE UPGRADE.  YOU MAY USE THE RESULTING UPGRADED PRODUCT ONLY IN ACCORDANCE WITH THE TERMS OF THIS CLA.  IF THE SOFTWARE PRODUCT IS AN UPGRADE OF A COMPONENT OF A PACKAGE OF SOFTWARE PROGRAMS THAT YOU LICENSED AS A SINGLE PRODUCT, THE SOFTWARE PRODUCT MAY BE USED AND TRANSFERRED ONLY AS PART OF THAT SINGLE PRODUCT PACKAGE AND MAY NOT BE SEPARATED FOR USE ON MORE THAN ONE COMPUTER. 

4. COPYRIGHT.  ALL TITLE AND COPYRIGHTS IN AND TO THE SOFTWARE PRODUCT (INCLUDING BUT NOT LIMITED TO ANY IMAGES, PHOTOGRAPHS, ANIMATIONS, VIDEO, AUDIO, MUSIC, TEXT, AND APPLETS INCORPORATED INTO THE SOFTWARE PRODUCT), THE ACCOMPANYING PRINTED MATERIALS, AND ANY COPIES OF THE SOFTWARE PRODUCT ARE OWNED BY SPEECHSOFT OR ITS SUPPLIERS.  ALL TITLE AND INTELLECTUAL PROPERTY RIGHTS IN AND TO THE CONTENT WHICH MAY BE ACCESSED THROUGH USE OF THE SOFTWARE PRODUCT IS THE PROPERTY OF THE RESPECTIVE CONTENT OWNER AND MAY BE PROTECTED BY APPLICABLE COPYRIGHT OR OTHER INTELLECTUAL PROPERTY LAWS AND TREATIES.  THIS CLA GRANTS YOU NO RIGHTS TO USE SUCH CONTENT.  IF THIS SOFTWARE PRODUCT CONTAINS DOCUMENTATION WHICH IS PROVIDED ONLY IN ELECTRONIC FORM, YOU MAY PRINT ONE COPY OF SUCH ELECTRONIC DOCUMENTATION. 

5. DUAL-MEDIA SOFTWARE.  YOU MAY RECEIVE THE SOFTWARE PRODUCT IN MORE THAN ONE MEDIUM.  REGARDLESS OF THE TYPE OR SIZE OF MEDIUM YOU RECEIVE, YOU MAY USE ONLY ONE MEDIUM THAT IS APPROPRIATE FOR YOUR SINGLE COMPUTER.  YOU MAY NOT RUN THE OTHER MEDIUM ON ANOTHER COMPUTER.  YOU MAY NOT LOAN, RENT, LEASE, OR OTHERWISE TRANSFER THE OTHER MEDIUM TO ANOTHER USER, EXCEPT AS PART OF THE PERMANENT TRANSFER (AS PROVIDED ABOVE) OF THE SOFTWARE PRODUCT. 

6. BACKUP COPY.   AFTER INSTALLATION OF ONE COPY OF THE SOFTWARE PRODUCT PURSUANT TO THIS CLA, YOU MAY KEEP THE ORIGINAL MEDIA ON WHICH THE SOFTWARE PRODUCT WAS PROVIDED BY SPEECHSOFT SOLELY FOR BACKUP OR ARCHIVAL PURPOSES.  IF THE ORIGINAL MEDIA IS REQUIRED TO USE THE SOFTWARE PRODUCT ON THE COMPUTER, YOU MAY MAKE ONE COPY OF THE SOFTWARE PRODUCT SOLELY FOR BACKUP OR ARCHIVAL PURPOSES.  EXCEPT AS EXPRESSLY PROVIDED IN THIS CLA, YOU MAY NOT OTHERWISE MAKE COPIES OF THE SOFTWARE PRODUCT OR THE PRINTED MATERIAL  ACCOMPANYING THE SOFTWARE PRODUCT.

MISCELLANEOUS 

THIS CLA IS GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

SHOULD YOU HAVE ANY QUESTIONS CONCERNING THIS CLA, OR IF YOU DESIRE TO CONTACT SPEECHSOFT FOR ANY REASON, PLEASE CONTACT THE SPEECHSOFT SALES.  

LIMITED WARRANTY FOR SOFTWARE PRODUCTS.  SPEECHSOFT WARRANTS THAT (A) THE SOFTWARE PRODUCT WILL PERFORM SUBSTANTIALLY IN ACCORDANCE WITH THE ACCOMPANYING WRITTEN MATERIALS FOR A PERIOD OF NINETY (90) DAYS FROM THE DATE OF RECEIPT, AND (B) ANY SUPPORT SERVICES PROVIDED BY SPEECHSOFT SHALL BE SUBSTANTIALLY AS DESCRIBED IN APPLICABLE WRITTEN MATERIALS PROVIDED TO YOU BY SPEECHSOFT, AND SPEECHSOFT SUPPORT ENGINEERS WILL MAKE COMMERCIALLY REASONABLE EFFORTS TO SOLVE ANY PROBLEM ISSUES.  SOME STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON DURATION OF AN IMPLIED WARRANTY, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.  TO THE EXTENT ALLOWED BY APPLICABLE LAW, IMPLIED WARRANTIES ON THE SOFTWARE PRODUCT, IF ANY, ARE LIMITED TO NINETY (90) DAYS.

CUSTOMER REMEDIES.  SPEECHSOFT'S AND ITS SUPPLIERS' ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY SHALL BE, AT SPEECHSOFT'S OPTION, EITHER (A) RETURN OF THE PRICE PAID MINUS RESTOCKING FEE'S, IF ANY, OR (B) REPAIR OR REPLACEMENT OF THE SOFTWARE PRODUCT THAT DOES NOT MEET SPEECHSOFT'S LIMITED WARRANTY AND WHICH IS RETURNED TO SPEECHSOFT WITH A COPY OF YOUR RECEIPT.  THIS LIMITED WARRANTY IS VOID IF FAILURE OF THE SOFTWARE PRODUCT HAS RESULTED FROM ACCIDENT, ABUSE, OR MISAPPLICATION.  ANY REPLACEMENT SOFTWARE PRODUCT WILL BE WARRANTED FOR THE REMAINDER OF THE ORIGINAL WARRANTY PERIOD OR THIRTY (30) DAYS, WHICHEVER IS LONGER. 

NO OTHER WARRANTIES.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SPEECHSOFT AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE PRODUCT, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES.  THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS.  YOU MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION. 

LIMITATION OF LIABILITY.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SPEECHSOFT OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF SPEECHSOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN ANY CASE, SPEECHSOFT'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS CLA SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE PRODUCT OR U.S.$5.00; PROVIDED, HOWEVER, IF YOU HAVE ENTERED INTO A SPEECHSOFT SUPPORT SERVICES AGREEMENT, SPEECHSOFT'S ENTIRE LIABILITY REGARDING SUPPORT SERVICES SHALL BE GOVERNED BY THE TERMS OF THAT AGREEMENT.  BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. 

Whole Agreement:

This agreement constitutes the entire agreement between the two parties, and may be changed only by written agreement of both parties.  The invalidity or unenforceability of any part of this agreement shall not affect the validity or enforceability of any remaining parts, all of which shall remain in full force.  This agreement shall be governed by the laws of the state of New York.