SOFTWARE END-USER LICENSE AGREEMENT / PHILIPS SPEECH PROCESSING SOFTWARE FOR U.

S
.A.

IMPORTANT - READ CAREFULLY : Before installing this software carefully read the
following terms and conditions. This Software End-User License Agreement ("Licen
se Agreement") is a binding agreement between you (either an individual or a sin
gle entity), the end-user, and Philips Speech Processing GmbH ("Philips") regard
ing use of the software accompanying this Agreement, which includes computer sof
tware ("SOFTWARE") and may include "online" or electronic documentation (togethe
r "SOFTWARE PRODUCT"). By installing, copying or otherwise using the SOFTWARE PR
ODUCT, by clicking on "yes", you agree to be bound by the terms of this License
Agreement. If you do not agree with the terms of this License Agreement, click o
n "no", and the installation process will not continue.
1. Grant of License.
If you are an individual, this License Agreement grants you ("Recipient") a nonexclusive and non-transferable right to use one copy of the SOFTWARE PRODUCT in
the manner described in this License Agreement. If you are an entity, this Licen
se Agreement grants you ("Recipient") the right to designate one individual with
in Recipient's organisation to have the sole right on a non-exclusive and non-tr
ansferable basis to use one copy of the SOFTWARE PRODUCT in the manner described
in this License Agreement.
2. Use Limitations
(a) Single Machine
Recipient may use the licensed copy of the SOFTWARE on a single computer. The SO
FTWARE is in "use" on a computer when it is loaded into temporary memory (i.e. R
AM) or installed into permanent memory (e.g. hard disk, CD-ROM or other storage
device) of that computer. Use on a "single computer" permits you to transfer the
SOFTWARE from one computer to another computer provided the SOFTWARE is in use
on only one computer at a time.
(b) Copies Permitted
Recipient may make one copy the SOFTWARE solely for backup or archival purposes
provided that Recipient reproduces all copyright, confidentiality and other prop
rietary notices that are on the original copy of the SOFTWARE.
(c) Transfer Prohibited
Recipient may not rent, lease, sell or otherwise transfer the SOFTWARE, whether
on the media, if any, or otherwise, nor any copies of the SOFTWARE, or any of th
e accompanying documentation. Recipient may not disclose, make available, or oth
erwise redistribute all or any part of the SOFTWARE PRODUCT or any copies thereo
f to third parties. In addition, Recipient may not use the SOFTWARE or any part
thereof, in any form, in a software or other product that is or will be distribu
ted to a third party.
(d) Limitations on Reverse Engineering/Modifications
Unless enforcement of this provision is prohibited by applicable law, Recipient
shall not decompile, disassemble, reverse engineer, or create derivative works o
f the SOFTWARE PRODUCT or of any part of the SOFTWARE PRODUCT. Recipient may not
alter or modify the SOFTWARE PRODUCT or any part thereof.
3. Copyright Limitations.
(a) Ownership

The SOFTWARE PRODUCT is licensed, not sold to Recipient, for use only under the
terms of this License Agreement, and Philips reserves all rights not expressly g
ranted to Recipient. Recipient owns the media, if any, on which the SOFTWARE PRO
DUCT is recorded. Philips or its suppliers owns the SOFTWARE and all copyright a
nd other intellectual rights in the SOFTWARE PRODUCT (including but not limited
to images, "applets", photographs, animations, video, audio, music and text inco
rporated into the SOFTWARE PRODUCT), the accompanying printed materials, and any
copies of the SOFTWARE. Under the terms of this License Agreement Recipient rec
eives only a limited right to use the SOFTWARE PRODUCT. The SOFTWARE PRODUCT is
protected by United States copyright laws and international copyright treaties,
as well as by other intellectual property laws and treaties. Therefore, Recipien
t must treat the SOFTWARE PRODUCT like any other copyrighted material and not tr
ansfer or distribute the SOFTWARE PRODUCT to others.
(b) No Copies
Except as expressly permitted under "Use Limitations" above, Recipient may not c
opy the SOFTWARE PRODUCT or accompanying written materials.
4. Term.
This License Agreement is effective until terminated. Recipient may terminate th
is License Agreement at any time by destroying the SOFTWARE PRODUCT and all copi
es thereof including any documentation. This License Agreement will terminate im
mediately without notice from Philips if Recipient fails to comply with any prov
ision of this Agreement. In such event, Recipient must destroy the SOFTWARE PROD
UCT and all of its component parts, and delete, remove, or otherwise destroy all
copies of the SOFTWARE PRODUCT that are in Recipient's possession or control in
cluding installed SOFTWARE. All provisions of this License Agreement relating to
disclaimers of warranties, limitation of liability, remedies or damages, and al
l of Philips' proprietary rights shall survive termination.
5. U.S. Government Restricted Rights.
The SOFTWARE PRODUCT is provided with Restricted Rights. Use, duplication or dis
closure by or to the United States Government is subject to restrictions as set
forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer So
ftware clause at DFARS 252.227-7013 and/or subparagraphs (c)(1) and (2) of the C
ommercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicab
le. Manufacturer is Philips Speech Processing GmbH in Vienna, Austria.
6. Export Restrictions
The SOFTWARE PRODUCT, including technical data, is subject to U.S. export contro
l laws, including the U.S. Export Administration Act and its associated regulati
ons, and may be subject to export or import regulations in other countries. Reci
pient agrees to comply strictly with all such regulations and acknowledges that
Recipient has the responsibility to obtain licenses to export, re-export or impo
rt the SOFTWARE PRODUCT.
7. Limited Warranty.
With the exclusion of any other warranty, Philips solely warrants for a period o
f ninety (90) days from the date of delivery to Recipient (the "Warranty Period"
) that any media on which the SOFTWARE is furnished, will be free from defects i
n materials and workmanship under normal use. Recipient's sole and exclusive rem
edy and the entire liability of Philips and its suppliers hereunder will be, at
Philips' option, repair or replacement of the media, if reported (or, upon reque
st, returned) to Philips or its designee within the Warranty Period. This warran
ty does not apply if such defective media is the result from accident, abuse, or
misapplication. Any replacement will be warranted for the remainder of the orig

inal Warranty Period or thirty (30) days, whichever is longer.

THE SOFTWARE AND ANY RELATED DOCUMENTATION IS PROVIDED "AS IS" WITHOUT WARRANTY
OF ANY KIND. EXCEPT AS EXPRESSLY SET FORTH ABOVE, NO OTHER WARRANTIES, EITHER EX
PRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, ARE MADE WITH RESPE
CT TO THE SOFTWARE PRODUCT INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND PHIL
IPS AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES NOT STATED HEREIN,
EXCEPT TO THE EXTENT THAT SUCH DISCLAIMERS ARE HELD TO BE LEGALLY INVALID. RECI
PIENT ASSUMES THE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE. SOME S
TATES DO NOT PERMIT THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION
MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY
HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. IT SHOULD BE UNDERSTOOD BY REC
IPIENT THAT SPEECH RECOGNITION IS INHERENTLY A STATISTICAL PROCESS AND THAT RECO
GNITION ERRORS ARE INHERENT IN THE PROCESS OF SPEECH RECOGNITION.
8. Disclaimer
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PHILIPS OR
ITS SUPPLIERS OR THE OWNERS OF THE RIGHTS IN THE SOFTWARE PRODUCT BE LIABLE FOR
ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHA
TSOEVER, IN CONNECTION WITH OR ARISING OUT OF THE USE OR INABILITY TO USE THE SO
FTWARE PRODUCT (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS REVE
NUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE), HOWEVER IT ARISES, WHETHER
FOR BREACH OR IN TORT, EVEN IF PHILIPS HAS BEEN ADVISED OF THE POSSIBILITY OF S
UCH DAMAGES. IN NO EVENT SHALL PHILIPS' OR ITS SUPPLIERS' LIABILITY TO RECIPIENT
HEREUNDER, WHETHER IN CONCTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCE
ED THE PRICE ACTUALLY PAID BY RECIPIENT FOR THE SOFTWARE PRODUCT. THE FOREGOING
LIMITATIONS SHALL APPLY EVEN IF THE ABOVE-STATED WARRANTY FAILS OF ITS ESSENTIAL
PURPOSE. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LI
MITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
9. Special Provisions.
This License Agreement shall be governed by and interpreted under the laws of th
e State of New York, United States of America, without regard to conflicts of la
w provisions. By accepting this License Agreement, Recipient agrees to be subje
ct to jurisdiction in New York, and to commence any action arising under or rela
ting to this License Agreement in the appropriate State or Federal Court in New
York.
*

BY CONTINUING WITH THE INSTALLATION OF THE SOFTWARE RECIPIENT ACKNOWLEDGES THAT

RECIPIENT HAS READ AND UNDERSTOOD THIS LICENSE AGREEMENT AND THAT RECIPIENT AGRE
ES TO BE BOUND BY ITS TERMS. RECIPIENT FURTHER AGREES THAT THIS LICENSE AGREEMEN
T IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN RECIPIENT AND
PHILIPS, AND SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND A
NY OTHER COMMUNICATIONS RELATING TO THE SUBJECT MATTER OF THIS SOFTWARE END-USER
LICENSE AGREEMENT.

For International Users:

SOFTWARE END-USER LICENCE AGREEMENT / PHILIPS SPEECH PROCESSING SOFTWARE
IMPORTANT - READ CAREFULLY :

Before installing this software please read the following terms and conditions c
arefully. This Software End-User Licence Agreement ("Licence Agreement") is a bi
nding agreement between you (either an individual or a company or other legal en
tity), the end-user, and Philips Speech Processing GmbH ("Philips") regarding us
e of the software accompanying this Agreement, which includes computer software
("SOFTWARE") and may include "online" or electronic documentation (all these thi
ngs together will subsequently be referred to as the "SOFTWARE PRODUCT"). By ins
talling, copying or otherwise using the SOFTWARE PRODUCT, by clicking on "yes",
you agree to be bound by the terms of this Licence Agreement. If you do not agre
e with the terms of this Licence Agreement, click on "no", and the installation
process will not continue.
1.

Grant of Licence

If you are an individual, this Licence Agreement grants you a non-exclusive and
non-transferable right to use one copy of the SOFTWARE PRODUCT in the manner des
cribed in this Licence Agreement. If you are an entity, this Licence Agreement g
rants you the right to designate one individual within your organisation to have
the sole right on a non-exclusive and non-transferable basis to use one copy of
the SOFTWARE PRODUCT in the manner described in this Licence Agreement.
2.

Use Limitations
(a)

Single Machine

You may use the licensed copy of the SOFTWARE on a single computer. The SOFTWARE
is in "use" on a computer when it is loaded into temporary memory (i.e. RAM) or
installed into permanent memory (e.g. hard disk, CD-ROM or other storage device
) of that computer. Use on a "single computer" permits you to transfer the SOFTW
ARE from one computer to another computer provided the SOFTWARE is in use on onl
y one computer at a time.
(b)

Back-up Copy Only Permitted

You may make one copy the SOFTWARE solely for backup or archival purposes provid
ed that You reproduces all copyright, confidentiality and other proprietary noti
ces that appear on the original copy of the SOFTWARE.
(c)

Transfer Prohibited

You may not rent out, hire, lease, sell or otherwise transfer the SOFTWARE, whet
her on physical media, if any, or otherwise, nor any copies of the SOFTWARE, or
any of the accompanying documentation. You may not disclose, make available, or
otherwise redistribute all or any part of the SOFTWARE PRODUCT or any copies the
reof to third parties. In addition, You may not use the SOFTWARE or any part the
reof, in any form, in a software or other product that is or will be distributed
to a third party.
(d)
Limitations on Reverse Engineering/ Modifications
Unless enforcement of this provision is prohibited by applicable law, you may no
t decompile, disassemble, reverse engineer, or create derivative works of the SO
FTWARE PRODUCT or of any part of the SOFTWARE PRODUCT. You may not alter or modi
fy the SOFTWARE PRODUCT or any part thereof.
3.

Copyright Limitations
(a)

Ownership

The SOFTWARE PRODUCT is licensed, not sold to you, for use only under the terms
of this Licence Agreement, and Philips reserves all rights not expressly granted
to you. You own the physical media, if any, on which the SOFTWARE PRODUCT is re
corded. Philips and/or its suppliers own the SOFTWARE and all copyright and othe
r intellectual rights in the SOFTWARE PRODUCT (including but not limited to imag
es, "applets", photographs, animations, video, audio, music and text incorporate
d into the SOFTWARE PRODUCT) and any copies of the SOFTWARE PRODUCT or any part
thereof. Under the terms of this Licence Agreement you receive only a limited ri
ght to use the SOFTWARE PRODUCT. The SOFTWARE PRODUCT is protected by copyright
laws and international copyright treaties, as well as by other intellectual prop
erty laws and treaties. You must treat the SOFTWARE PRODUCT accordingly and comp
ly with the terms of this Licence Agreement.
(b)
No Copies
Except as expressly permitted under "Use Limitations" above, you may not copy th
e SOFTWARE PRODUCT or any part thereof.
4.

Term

This Licence Agreement is effective until terminated. You may terminate this Lic
ence Agreement at any time by destroying the SOFTWARE PRODUCT and all copies the
reof including any documentation.
This Licence Agreement will terminate immediately without notice from Philips if
you fail to comply with any provision of this Agreement. In such event, you mus
t destroy the SOFTWARE PRODUCT and all of its component parts, and delete, remov
e, or otherwise destroy all copies of the SOFTWARE PRODUCT that are in your poss
ession or control. All provisions of this Licence Agreement relating to disclaim
ers of warranties, limitation of liability, remedies or damages, and all of Phil
ips' proprietary rights shall survive termination.
5.

Export Restrictions
You must comply strictly with applicable export laws and regulations.

6.

Limited Warranty

With the exclusion of any other warranty, Philips solely warrants for a period o
f ninety (90) days from the date of delivery to you (the "Warranty Period") that
any media on which the
SOFTWARE PRODUCT or any part thereof is furnished will be free from defects in m
aterials and workmanship under normal use. Your sole and exclusive remedy agains
t Philips and the entire liability of Philips and its suppliers hereunder will b
e, at Philips' option, repair or replacement of the media, if reported (or, upon
request, returned) to Philips or its designated representative within the Warra
nty Period. This warranty does not apply to any defects in the media that are th
e result of accident, abuse, or misapplication. Any replacement will be covered
by this warranty for the remainder of the original Warranty Period or thirty (30
) days, whichever is longer.
The SOFTWARE and any related documentation is provided "as is" without warranty
of any kind. All express or implied conditions, representations and warranties,
including any implied warranty of merchantability, fitness for a particular purp
ose, or non-infringement, are disclaimed, except tot the extent that such discla
imers are held to be legally invalid.
7.

Disclaimer

To the maximum extent permitted by applicable law, in no event shall Philips, it

s suppliers and/or the owners of the rights in the SOFTWARE PRODUCT be liable fo

r any indirect, incidental, consequential, special, punitive, or other damages w

hatsoever, in connection with or arising out of the use, misuse or inability to
use the SOFTWARE PRODUCT (including, without limitation, damages for loss of bus
iness revenue, profits, use, data or other economic advantage), however such dam
ages arise, whether for breach of contract or in tort, even if Philips has been
advised of the possibility of such damages. In no event shall Philips' and its s
uppliers' liability to you hereunder, whether in contract, tort (including negli
gence) or otherwise, exceed the price actually paid by you for the SOFTWARE PROD
UCT. The foregoing limitations shall apply even if the above-stated warranty fai
ls in its essential purpose.
Because some states and jurisdictions do not allow the exclusion or limitation o
f liability, the above limitation may not apply to you.
The provisions in clauses 6 and 7 do not affect your statutory rights.
8.

Special Provisions

This Licence Agreement shall be governed by and interpreted under the laws of Au
stria, without regard to conflicts of law provisions. By accepting this Licence
Agreement, you agree to be subject to the exclusive jurisdiction in Vienna.
*

BY CONTINUING WITH THE INSTALLATION OF THE SOFTWARE YOU ACKNOWLEDGE THAT YOU HAV
E READ AND UNDERSTOOD THIS LICENCE AGREEMENT AND THAT YOU AGREE TO BE BOUND BY I
TS TERMS. YOU FURTHER AGREE THAT THIS LICENCE AGREEMENT IS THE COMPLETE AND EXCL
USIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND PHILIPS, AND SUPERSEDES ANY PRO
POSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS RELATING
TO THE SUBJECT MATTER OF THIS SOFTWARE END-USER LICENCE AGREEMENT.
1999-05-06 (khs)