T9 NAV LICENSE AGREEMENT

THIS IS A LEGAL AGREEMENT BETWEEN YOU (THE INDIVIDUAL OR THE ENTITY USING THE T9 NAV SOFTWARE) AND NUANCE COMMUNICATIONS INC., (“NUANCE”). PLEASE READ THE FOLLOWING TERMS CAREFULLY. YOU MUST AGREE TO THE TERMS OF THIS LICENSE AGREEMENT (“AGREEMENT”) IN ORDER TO INSTALL AND USE THE T9 NAV SOFTWARE. BY CLICKING ON THE “ACCEPT” BUTTON, OR BY USING T9 NAV SOFTWARE, YOU AGREE TO BE BOUND TO THE TERMS OF THIS AGREEMENT. CLICK THE “CANCEL” BUTTON IF YOU DO NOT AGREE TO THESE TERMS. YOU MAY NOT INSTALL OR USE THE T9 NAV SOFTWARE IN ANY WAY UNLESS YOU HAVE ACCEPTED THESE TERMS AND CONDITIONS.

  1. LICENSE GRANT. Nuance grants you the Licensee a personal, non-exclusive, non-transferable, royalty-free, limited license to install and use the T9 Nav software and any accompanying documentation (the “Software”) on a single Device until October 31, 2008 (“Term”). A “Device” is any cellular phone or handheld device that is authorized to be distributed with the Software pursuant to a license. In furtherance of the license grant herein, you agree that Nuance may contact you regarding your use of the Software and to participate in a survey and/or provide feedback to Nuance regarding your use of the Software.
  2. RESTRICTIONS. Nuance owns all rights, title, and interest in and to the Software and the trademarks associated with the Software. You may not: (a) sell or use the Software in another product; (b) transfer or assign this license or the Software to any third party; (c) reverse engineer, decompile or disassemble the Software or otherwise attempt to derive the source code (except where expressly permitted by law); (d) modify, adapt or create derivative works from the Software in any way or remove proprietary notices in the Software; (e) use the Software for purposes of comparison with or benchmarking against products made available by third parties; (f) make any public statements or reviews, or otherwise disclose your use of the Software; and (g) knowingly take any action that would cause the Software to be placed into the public domain.
  3. PROPRIETARY RIGHTS. All right, title, and interest in the Software and Documentation including, but not limited to, all patent, copyright, trade secret, trademark and other intellectual property rights associated therewith, shall remain solely in Nuance and/or its licensors. You may use the software only for lawful purposes.
  4. EXPORT COMPLIANCE. You agree to comply with all export and import laws and restrictions and regulations of any United States or foreign agency or authority, and not to export, re-export or import the Software or any direct product thereof in violation of any such restrictions, laws or regulations, or without all necessary approvals. As applicable, each party shall obtain and bear all expenses and responsibility relating to any necessary licenses and/or exemptions with respect to its own export or re-export of the Software from the U.S.
  5. DISCLAIMER OF WARRANTIES. NUANCE PROVIDES THE SOFTWARE “AS IS,” WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. CONSEQUENTLY, YOU AGREE TO TAKE ALL PRECAUTIONS AND SAFEGUARDS NECESSARY TO PROTECT YOUR DATA AND SYSTEMS FROM LOSS OR DAMAGE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NUANCE SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
  6. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL NUANCE, ITS OFFICERS, DIRECTORS, AND EMPLOYEES, NOR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, BUSINESS INTERRUPTION, OR COST OF COVER, ARISING FROM THE USE OF THE SOFTWARE OR THE DOCUMENTATION, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
  7. TERMINATION. This Agreement begins on the date you access the Software and extends for the Term. This Agreement shall terminate automatically upon the breach of any of its terms and conditions by you. Nuance may terminate this Agreement and the license granted hereunder, at any time in its sole discretion by notifying you of such termination. Upon termination, you shall immediately stop use of and shall delete all copies of the Software and Documentation.
  8. U.S. GOVERNMENT END USERS. The Software is a “commercial item,” as that term is defined in 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Software with only those rights set forth herein.
  9. HIGH RISK ACTIVITIES. The Software is not fault-tolerant and is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as, but not limited to, the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage.
  10. APPLICABLE LAW; JURISDICTION. This Agreement shall be interpreted, construed and enforced under the laws of the Commonwealth of Massachusetts except for its conflicts of laws principles. You consent to the exclusive jurisdiction of the courts of the Commonwealth of Massachusetts and the federal courts situated in the Commonwealth of Massachusetts, in connection with any dispute arising out of this Agreement. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
  11. INJUNCTIVE RELIEF. You agree that your breach of the provisions of this Agreement may cause Nuance irreparable damage for which remedies other than injunctive relief may be inadequate and that Nuance may therefore seek timely injunctive or other equitable relief to protect its rights under this Agreement in addition to any and all remedies at law.
  12. GENERAL LEGAL TERMS. This Agreement is the entire agreement between Nuance and you and supersedes any other communications or advertising with respect to the Software and the Documentation. This Agreement and all related documentation is and will be in the English language. If any provision of this Agreement is held invalid or unenforceable, such provision shall be revised to the extent necessary to cure the invalidity or unenforceability, and the remainder of this Agreement shall continue in full force and effect. The failure by either party to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Sections 2, 3, 5, 6, 9, 10, 11 and 12 of this Agreement shall survive the expiration or termination of this Agreement.

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