HP Software Product License Agreement and Limited Warranty Important: Please carefully read the License Agreement below before you install HP Eloquence. The right to use this HP Software Product is sold only on condition that the customer agrees to the following License. If you do not agree to the terms of the License, you may return the package for a full refund. HOWEVER, INSTALLING HP ELOQUENCE INDICATES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS. This Agreement has 2 parts. Part I applies if you have purchased a license to the accompanying software (the "Software"). If you received a printed license agreement with the software, then the terms and conditions as set in the printed license apply. Part II applies if you have not purchased a license to the Software. If you initially acquired a copy of the Software without purchasing a license and you wish to purchase a license, contact HP Eloquence Sales on the Internet at http://www.hp-eloquence.com. PART I -- TERMS APPLICABLE WHEN LICENSE FEES PAID LICENSE AGREEMENT In return of payment of the one-time license fee for this software product, Customer receives from Hewlett-Packard (HP) a license to use the product subject to the following terms and conditions: 1. The product may be used without time limit on one personal computer or workstation. 2. A separate license agreement and fee is required for each personal computer or workstation on which the product is used. 3. The software product may not be duplicated or copy except for archive purposes, program error verification, or to replace defective media, and all copies made must bear the copyright notices contained in the original. 4. The license and the software product may be transferred to a third party, with prior written consent from HP, provided the third party agrees to all the terms of the License Agreement and the Customer does not retain any copies of the software product. 5. Purchase of the license does not transfer any right, title or interest in the software product to Customer except as specifically set forth in this License Agreement. Customer is on notice that the software product is protected under the copyright laws. This software product may have been developed by an independent third party software supplier named in this package, which holds copyright or other proprietary rights to the software product. Customer may be held responsible by this supplier for any infringement of such rights by Customer. 6. HP reserves the right to terminate this license upon breach. In the event of termination, Customer will either return all copies of the product to HP or, will HP`s prior consent, provide HP with a certificate of destruction of all copies. 7. In the event Customer modifies the software product or includes it in any other software program, upon termination of the license Customer agrees either to remove the software product or any portion thereof from the modified program and return it to HP or to provide HP with a certificate of destruction therefor. LIMITED WARRANTY SOFTWARE: HP warrants for a period of NINETY (90) DAYS from the date of the purchase that the software product will execute its programming instructions when properly installed on the personal computer or workstation indicated on this package. HP does not warrant that the operation of the software will be uninterrupted or error free. In the event that this software product fails to execute its programming instructions during the warranty period. Customer`s remedy shall be to return the diskette(s) or tape cartridge(s) ("media") to HP for replacement. Should HP be unable to replace the media within a reasonable amount of time, Customer`s alternate remedy shall be a refund of the purchase price upon return of the product and all copies. MEDIA: HP warrants the media upon which this product is recorded to be free from defects in materials and workmanship under normal use for a period of NINETY (90) DAYS from the date of the purchase. In the event any media prove to be defective during the warranty period. Customer`s remedy shall be to return the media to HP for replacement. Should HP be unable to replace the media within a reasonable amount of time, Customer`s alternate remedy shall be a refund of the purchase price upon return of the product and all copies. NOTICE OF WARRANTY CLAIMS: Customer must notify HP in writing of any warranty claim not later than Thirty (30) days after the expiration of the warranty period. LIMITATION OF WARRANTY: HP makes no other express warranty, whether written or oral with respect to this product. Any implied warranty of merchantability or fitness is limited to the 90-day duration of this written warranty. Some states or provinces does not allow limitations on how long an implied warranty lasts, so the above limitation or exclusion may not apply you*. This warranty gives specific legal rights , and you may also have other rights which vary from state to state, or province to province. EXCLUSIVE REMEDIES: The remedies provides above are Customer`s sole and exclusive remedies. In no event shall HP be liable for any direct, indirect, special, incidental, or consequential damages (including lost profit) whether based on warranty, contract, tort, or any other legal theory. Some states or provinces does not allow limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. WARRANTY SERVICE: Warranty service may be obtained from the nearest HP sales office or other location indicated in the owner`s manual or service booklet. 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. * UK only: If you are a ,consumer" as defined by statues, parts of this statement may not apply to you. PART II -- TERMS APPLICABLE WHEN LICENSE FEES NOT (YET) PAID (LIMITED TO EVALUATION, EDUCATIONAL AND NON-PROFIT USE) GRANT. HP 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 HP 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 to the Software; or remove or alter any trademark, logo, copyright or 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. The Software and Documentation are protected by copyright and other 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.