Terms & Conditions
Nuance and ORdigiNAL (order) form terms and conditions.
The license is dependent upon the available and selected choice(s) in the relevant (order) form. Upon acceptance by Nuance of the completely filled out and relevant (Order) Form, Nuance hereby grants to COMPANY a personal, revocable non-exclusive, non-transferable NOT FOR RESALE license to use the software programs set forth above in object code format (“the software”) and documentation supplied with it (“the documentation”) solely for non-production, testing and evaluation purposes and not for commercial use. The license granted is limited to the time period, number of ports (if applicable) and number of users permitted to access the software as specified on the order form. COMPANY may make a copy of the Software and documentation for internal back-up purposes only, provided that such copy bears the original copyright, patent, and other intellectual property right notices and markings. COMPANY is NOT allowed to commercialize, distribute and/ or exploit the installed software. Licenses are for internal use only.
Nuance retains all right, title and interests in and to the original and any copies of the software and documentation and all patent, copyright, trade secret, trademark, and other proprietary rights pertaining to the software and documentation.
- RESTRICTIONS & LIMITATIONS COMPANY
shall not use the software for benchmarking or comparison purposes unless: (i) COMPANY has requested Nuance’s assistance prior to such benchmarking or comparison; (ii) COMPANY provides Nuance with an anonymized report on the results of such benchmarking or comparison; and (iii)COMPANY makes sure any such benchmarking or comparison is not disclosed or communicated to any third party prior to Nuance’s approval thereof. Any and all such benchmarking and comparison results shall considered being confidential. COMPANY may not modify, adapt, translate, reverse engineer, decompile, disassemble or create derivative works based on the software. Nuance reserves the right not to accept this (order) form for whatever reason and without any liability or obligation whatsoever.
- TERM AND TERMINATION
This license is effective as of the signature date until terminated. Without prejudice to any other rights, Nuance may terminate this agreement if COMPANY breaches any of the terms or conditions. Upon termination or expiration, COMPANY shall stop using the software and documentation, and, within 10 days as of such termination, return all copies of the software and documentation to Nuance, certifying in writing that no copies have been retained. Not with standing the foregoing, the provisions of this agreement, that by their nature or terms should survive shall survive the termination of this agreement.
- PAYMENT & DELIVERY
No payment is required for the trial licenses. Delivery of the licenses will be confirmed per e-mail, as supplied on the form.
The software is delivered “AS IS”, with all faults and without any warranty of any kind, whether express of implied, including, without limitation, warranties of merchantability, fitness for a particular purpose or non-infringement.
- LIMITATION OF LIABILITY
Nuance PROVIDES THE SOFTWARE TO LICENSEE SOLELY FOR EVALUATION PURPOSES. Nuance SHALL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL, OR FOR LOST REVENUES OR LOST PROFITS, UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
- CONFIDENTIALITY COMPANY
agrees not to disclose any information, whatever its nature, made available by Nuance hereunder, whether marked as confidential or that in good faith ought to be considered confidential, unless such information a) has become generally known through no breach of the present agreement by COMPANY, b) is known by COMPANY prior to disclosure by Nuance as proven by COMPANY’s records, c)is rightfully received by COMPANY through a third party and rightfully used by COMPANY or d) is independently developed by COMPANY without breach of this agreement (“confidential information”). COMPANY shall use reasonable care, but in any event no less than the same degree of care that it uses to protect its own confidential information of similar importance, to prevent unauthorized use, disclosure, publication or dissemination. All confidential information and any derivatives thereof remain the property of Nuance and is to be returned to Nuance upon termination of this agreement or whenever the need for such confidential information no longer exists.
This agreement embodies the final, full and exclusive statement of the agreement between you and Nuance, and as of its date supersedes all prior agreements, negotiations, representations and proposals, orders, and/ or, COMPANY’s(general) terms and conditions referred to in any COMPANY documents or made available by COMPANY, written or oral, relating to the software. COMPANY may not assign or otherwise transfer any rights or obligations under this agreement without Nuance’s prior written consent. This agreement is entered into in and shall be governed by the laws of Ireland. Any and all disputes between Nuance and COMPANY will be submitted to the competent court in Dublin, Ireland.