Eloquence Software Personal Edition User License Agreement

BY CLICKING THE ACCEPTANCE BUTTON OR INSTALLING THE SOFTWARE, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE BUTTON THAT INDICATES YOU DO NOT ACCEPT THE TERMS AND DO NOT INSTALL THE SOFTWARE.

This Agreement sets forth the terms and conditions of your use of the accompanying Eloquence software product (the "Software"). Any third party software that is provided with the Software with such third party's license agreement (in either electronic or printed form) is included for use at your option. If you choose to use such software, then such use shall be governed by such third party's license agreement and not by this Agreement. As used in this Agreement, "HP" shall mean Hewlett-Packard GmbH, Germany.
For purposes of this Agreement, "Licensor" shall be defined as follows: If you have acquired a third party product or service and such product or service included the Software, then such third party shall be the Licensor. Otherwise, HP shall be the Licensor.

LICENSE GRANT. Licensor grants you a non-exclusive and non-transferable license to use the Software and accompanying documentation("Documentation"), subject to the limitations below. If the Software is used for non-commercial software development or for evaluation/demonstration purposes there is no fee for this license.

LIMITATIONS ON USE. With respect to all Software, you may not:
modify, translate, reverse engineer, decompile, disassemble (except and solely to the extent an applicable statute expressly and specifically prohibits such restrictions), or create derivative works based on the Software;
rent, lease, grant a security interest in, or otherwise transfer rights other proprietary notices, legends, symbols or labels in the Software, or in copies you have made of the Software.

DISCLAIMER OF WARRANTY FOR EVALUATION SOFTWARE. Evaluation Software are provided on an "AS IS" basis, without warranty of any kind, including without limitation the warranties that the Evaluation Software is free of defects, merchantable, fit for a particular purpose or non-infringing. The entire risk as to the quality and performance of the Standard Software and Evaluation Software is borne by you. Should the Evaluation Software prove defective in any respect, you and not Licensor or its suppliers assume the entire cost of any service and repair. In addition, the security mechanisms implemented by the Evaluation Software have inherent limitations, and you must determine that the Evaluation Software sufficiently meets your requirements. This disclaimer of warranty constitutes an essential part of this Agreement. No use of the Evaluation Software is authorized hereunder except under this Disclaimer.

TITLE. Title, ownership rights, and intellectual property rights in the Software and Documentation shall remain in HP and/or its suppliers. You acknowledge such ownership and intellectual property rights and will not take any action to jeopardize, limit or interfere in any manner with HP's or its suppliers' ownership of or rights with respect to the Software and Documentation.
intellectual property laws and by international treaties. Title and related rights in the content accessed through the Software is the property of the applicable content owner and is protected by applicable law. The license granted under this Agreement gives you no rights to such content.

TERMINATION. This Agreement and the license granted hereunder will terminate automatically if you fail to comply with the limitations described herein. Upon termination, you must destroy all copies of the Software and Documentation. Your obligations to pay accrued charges and fees shall survive any termination of this Agreement.

EXPORT CONTROLS. None of the Software or underlying information or technology may be downloaded or otherwise exported or reexported (i) into (or to a national or resident of) Cuba, Iraq, Libya, Sudan, North Korea, Iran, Syria or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders. By downloading or using the Software, you are agreeing to the foregoing and you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country or on any such list. In addition, you are responsible for complying with any local laws in your jurisdiction which may impact your right to import, export or use the Software, and you represent that you have complied with any regulations or registration procedures required by applicable law to make this license enforceable.

LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER TORT, CONTRACT, OR OTHERWISE, SHALL LICENSOR OR ITS SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES. IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT LICENSOR RECEIVED FROM YOU FOR A LICENSE TO THE SOFTWARE, EVEN IF LICENSOR SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM LICENSOR'S NEGLIGENCE TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT APPLY TO YOU.

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 in 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 ("High Risk Activities"). Accordingly, Licensor and its suppliers specifically disclaim any express or implied warranty of fitness for High Risk Activities.

MISCELLANEOUS. This Agreement represents the complete agreement concerning the license granted hereunder and may be amended only by a writing executed by both parties. THE ACCEPTANCE OF ANY PURCHASE ORDER PLACED BY YOU IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS SET FORTH HEREIN, AND NOT THOSE IN YOUR PURCHASE ORDER. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. 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 Santa Clara County, California, under the auspices of JAMS/EndDispute, with the losing party paying all costs of arbitration. This Agreement shall be governed by California law, excluding conflict of law provisions (except to the extent applicable law, if any, provides otherwise). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

U.S. GOVERNMENT END USERS. The Software is a "commercial item," as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End Users acquire the Software with only those rights set forth herein.