Cepstral - End User License Agreement

Cepstral, LLC Personal Software End User License Agreement

1. LICENSE. Subject to the terms and restrictions set forth in this Agreement, Cepstral, LLC ("Company"), hereby grants you a limited, non-exclusive, non-transferable, limited license to utilize the single instance of the Product for which you have purchased a license from the Company and the audio output that results from the Product ("Audio") for personal use only. The Company retains full title and all intellectual property rights to the Product and Audio, and reserves all rights not expressly granted to you in this Agreement. Except for the license provided above, the Company does not grant you any license, by implication or otherwise, to use or download the Product, or Audio, or any license rights in any intellectual property rights owned by or licensed to the Company.

2. RESTRICTIONS ON USE AND TRANSFER. The Product may not be copied. You may not resell, sublicense, assign, transfer, distribute or disclose the Product or any rights to use it, either in whole or part, to any third party. You may not modify the Product in any manner. The license granted above is an object code license only and no rights are granted to you in regards to the source code of the Product. Except as provided in this Agreement, you shall not resell, sublicense, assign, transfer, broadcast, or distribute the Audio to any third party (regardless of whether such distribution is for commercial or noncommercial purposes). You may not decompile, disassemble, reverse engineer or otherwise manipulate the Product so as to derive its source code.

3. CONFIDENTIALITY. You recognize that the Product, and all data and materials provided by the Company with the Product, contain confidential and proprietary trade secrets that are owned by the Company ("Confidential Information"). You agree not to disclose, or permit any third party or entity access to, such Confidential Information without prior written permission of the Company. Without limiting the foregoing, you agree to protect the Confidential Information with commercially reasonable procedures that are no less restrictive than the strictest procedures you use to protect your own confidential information. You shall insure that any employee who receives access to the Product is advised of the confidential and proprietary nature thereof. You shall only provide access to the Product to those of your employees who require access to the Product to carry out the purposes contemplated under this Agreement. Upon the termination of this Agreement for any reason, you shall destroy all copies of the Product and Confidential Information in your possession and promptly provide to Company written confirmation of such destruction.

4. TERM. The term of this Agreement becomes effective when you agree to this Agreement by entering "yes" below or when you access the Product or any portion thereof, whichever occurs earlier, and shall remain in effect until terminated by you, until the expiration of the term for which you have paid a license fee, or pursuant to a termination as set forth in this Section 4, whichever occurs earlier. This Agreement will terminate automatically if you fail to comply with any of its terms or conditions, including, without limitation, if you make any attempt to download or transfer or disclose any copy of the Product or any portion thereof to another party. Sections 2, 3, 5, 6, 7, 8, 9 and 10 shall survive the termination of this Agreement for whatever reason.

5. WARRANTY. Company does not warrant that the functions contained in the Product will meet your requirements or that the operation of the Product will be uninterrupted or error-free. THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCT AND AUDIO, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. This license gives you specific legal rights, and you may also have other rights which vary from jurisdiction to jurisdiction.

6. NO LIABILITY. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY DAMAGES WHATSOEVER FOR USE OF THE PRODUCT OR AUDIO, INCLUDING, WITHOUT LIMITATION, DIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES OR DAMAGES FOR LOST PROFITS OR LOSSES RESULTING FROM BUSINESS INTERRUPTION OR LOSS OF DATA, REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY UNDER WHICH THE LIABILITY MAY BE ASSERTED, EVEN IF ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES.

7. THE LIMITATIONS SET FORTH IN SECTION 6 ABOVE ARE INDEPENDENT OF ANY LIMITED REMEDY AND SHALL APPLY NOT WITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OR THIS AGREEMENT. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.

8. EXPORT. You will not knowingly export or transmit the Program, directly or indirectly, to any restricted countries or in any other manner that would violate United States laws and regulations as shall from time to time govern the license and delivery of technology abroad by persons subject to the jurisdiction of the United States, including the Export Administration Act of 1979, as amended, and any export regulations issued there under.

9. MISCELLANEOUS. If any provision of this Agreement is held to be invalid or unenforceable under any circumstances, its application in any other circumstances and the remaining provisions of this Agreement shall not be affected. This Agreement shall be governed and construed in all respects by the laws of the Commonwealth of Pennsylvania, without giving effect to principles of conflict of laws which would result in the application of the laws of another jurisdiction. The federal and state courts sitting in Pittsburgh, Pennsylvania shall have proper and exclusive jurisdiction and venue with respect to any disputes arising out of this Agreement.

10. ENTIRE AGREEMENT. By selecting "Agree" or entering "yes" below or accessing the Product or any portion thereof acknowledges that you have read and understood this Agreement, and that you agree to be bound by its terms and restrictions. You further agree that this Agreement is the complete and exclusive agreement between you and the Company REGARDING THE PRODUCT and audio, and supersedes any prior ORAL OR WRITTEN UNDERSTANDINGS. No distributor, sales representative, or other person is authorized to modify this Agreement or to make any warranty REGARDING THE PRODUCT. You acknowledge that, in providing you access to and use of the Product, COMPANY has relied on your agreement to be bound by the terms of this Agreement.

Please visit Cepstral on the web at http://www.cepstral.com for additional licensing options, including:

* Audio Distribution License - Grants the right to use and distribute the output audio in stored form.

* Concurrency License - Activates additional simultaneous channels of synthesis for a server.

Cepstral, LLC Telephony End User License Agreement

IMPORTANT NOTICE - Please read this AGREEMENT carefully before accessing the CEPSTRAL voice module software, language lexicon or synthesis engine THAT YOU SELECTED FROM THE PURCHASE PAGE (each a "Product"). If you agree to THE TERMS OF THIS AGREEMENT, PLEASE select "I accept the terms in the License Agreement" or enter "yes" to acknowledge your consent and intention to be legally bound by the terms of this agreement. If you do not agree with the terms, please select "Cancel" or enter "no," and you will exit the installer. Cepstral reserves the right to change any of the terms or conditions of this Agreement without prior notice. Your express acceptance or Your continued use of the Product shall constitute Your acceptance to be bound by the terms and conditions of the revised Agreement.

1. LICENSE. Subject to the terms and restrictions set forth in this Agreement, Cepstral, LLC ("Company"), hereby grants you a limited, non-exclusive, non-transferable, limited license to utilize the single instance of the Product for which you have purchased a license from the Company and the audio output that results from the Product ("Audio") for personal or internal business use in a telephone or telecommunications system only. The Company retains full title and all intellectual property rights to the Product and Audio, and reserves all rights not expressly granted to you in this Agreement. Except for the license provided above, the Company does not grant you any license, by implication or otherwise, to use or download the Product, or Audio, or any license rights in any intellectual property rights owned by or licensed to the Company.

2. RESTRICTIONS ON USE AND TRANSFER. The Product may not be copied. You may not resell, sublicense, assign, transfer, distribute or disclose the Product or any rights to use it, either in whole or part, to any third party. You may not modify the Product in any manner. The license granted above is an object code license only and no rights are granted to you in regards to the source code of the Product. Except as provided in this Agreement, you shall not resell, sublicense, assign, transfer or distribute the Audio to any third party (regardless of whether such distribution is for commercial or noncommercial purposes). You may not decompile, disassemble, reverse engineer or otherwise manipulate the Product so as to derive its source code.

5. WARRANTY. Company does not warrant that the functions contained in the Product will meet your requirements or that the operation of the Product will be uninterrupted or error-free. THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCT AND AUDIO, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGMENT. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. This license gives you specific legal rights, and you may also have other rights which vary from jurisdiction to jurisdiction.

7. THE LIMITATIONS SET FORTH IN SECTION 6 ABOVE ARE NDEPENDENT OF ANY LIMITED REMEDY AND SHALL APPLY NOT WITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OR THIS AGREEMENT. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.

10. ENTIRE AGREEMENT. By selecting "I accept the terms in the License Agreement" below or entering "yes" below or accessing the Product or any portion thereof acknowledges that you have read and understood this Agreement, and that you agree to be bound by its terms and restrictions. You further agree that this Agreement is the complete and exclusive agreement between you and the Company REGARDING THE PRODUCT and audio, and supersedes any prior ORAL OR WRITTEN UNDERSTANDINGS. No distributor, sales representative, or other person is authorized to modify this Agreement or to make any warranty REGARDING THE PRODUCT. You acknowledge that, in providing you access to and use of the Product, COMPANY has relied on your agreement to be bound by the terms of this Agreement.