awkcc SOFTWARE LICENSE AGREEMENT

THE SOFTWARE AVAILABLE FOR DOWNLOAD HEREUNDER IS LICENSED TO YOU, THE LICENSEE, FOR YOUR USE ONLY ON THE TERMS SET FORTH BELOW.  BY DOWNLOADING, ACCEPTING OR USING IN ANY WAY THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.  IF YOU DO NOT ACCEPT THE TERMS, DO NOT DOWNLOAD, ACCEPT OR USE THE SOFTWARE.

1. LICENSE.  Alcatel-Lucent USA Inc. (ALU-USA), to the extent of its ability to do so, grants you, the LICENSEE, a personal, non-transferable and non-exclusive license to use the software programs, documentation, and other materials provided here (collectively SOFTWARE), that may be downloaded, subject to the terms and restrictions of this Agreement.  The term SOFTWARE includes any works derived from, or modifications to, the downloaded SOFTWARE. 

You understand and agree that (i) no rights or licenses under any third party information, software or intellectual property is being furnished or granted by ALU-USA hereunder and (ii) it shall be your sole responsibility to procure any such rights or licenses (even if such a right or license is necessary to exercise the rights expressly granted herein).

2. INTELLECTUAL PROPERTY.  The SOFTWARE is owned by ALU-USA or its suppliers and is protected by copyright and trade secret law.  EXCEPT AS DESCRIBED IN THIS SECTION 2, YOU MAY NOT COPY, OR TRANSFER THE SOFTWARE, IN SOURCE OR IN OBJECT CODE FORM, OR ANY MODIFICATION OR DERIVATIVE WORK THEREOF, IN WHOLE OR IN PART TO ANY THIRD PARTY.

This SOFTWARE may be used solely for internal purposes by you or by an organization of which you are a member or employee.  Without executing a separate applicable sublicense with ALU-USA, no part of the SOFTWARE may be published, sold or offered for sale, nor may any part of the SOFTWARE be made accessible on a computer network external to you or your organization, nor may commercial products or services utilizing this SOFTWARE be sold or offered for sale.

You agree to treat any modification or derivative work of the SOFTWARE as if it were part of the SOFTWARE itself and you hereby grant to ALU-USA and its affiliates a license to the modifications and derivative works (ALU-USA claims no ownership interest in any portion of a modification or derivative work that does not contain or embody part of the SOFTWARE).

3. LIMITED WARRANTY.  

ALU-USA does not warrant that the functions of the SOFTWARE will meet your requirements or that SOFTWARE operation will be error-free or uninterrupted. 

YOU ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE, OR INABILITY TO USE THE SOFTWARE. 

ALU-USA bears no responsibility for supplying assistance for fixing or for communicating known errors to you pertaining to the SOFTWARE supplied hereunder.

THE SOFTWARE IS LICENSED "AS IS" WITH ALL FAULTS, LATENT AND PATENT AND WITHOUT ANY WARRANTY OF ANY TYPE.  ALU-USA AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED.  BY WAY OF EXAMPLE, BUT NOT OF LIMITATION, ALU-USA AND ITS AFFILIATES MAKE NO REPRESENTATIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT THE USE OF THE SOFTWARE WILL NOT INFRINGE ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO MAKE SUCH DETERMINATION AS IS NECESSARY WITH RESPECT TO THE ACQUISITION OF LICENSES UNDER PATENTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.  ALU-USA SHALL NOT BE HELD TO ANY LIABILITY WITH RESPECT TO ANY CLAIM BY LICENSEE OR ANY THIRD PARTY ON ACCOUNT OF, OR ARISING FROM, THE USE OF THE SOFTWARE.

Some states or other jurisdictions do not allow the exclusion of implied warranties or limitations on how long an implied warranty lasts, so the above limitations may not apply to you.  This warranty gives you specific legal rights and you may also have other rights which vary from one state or jurisdiction to another.

Regardless of any other provisions of this agreement, neither ALU-USA nor its affiliates, contractors, suppliers or agents shall be liable for any indirect, incidental, or consequential damages (including lost profits) sustained or incurred in connection with the use, operation, or inability to use the SOFTWARE or for damages due to causes beyond the reasonable control of ALU-USA, its affiliates, contractors, suppliers and agents attributable to any service, products or action of any other person.

This Agreement shall be construed in accordance with and governed by the laws of the State of New York, United States of America.

4.  U.S.GOVERNMENT RESTRICTED USE.  If you are acquiring the SOFTWARE on behalf of any unit or agency of the U.S. Government, the following shall apply:

(i) For units of the Department of Defense:  use, duplication by the Government is subject to restrictions as set forth in subparagraph (c )(1)(ii) of the Rights in Technical Data and Computer Software Clause at DFAR 252.227-7013;
(ii) For any other unit or agency: use, reproduction or disclosure is subject to the restrictions set forth in subparagraphs (a) through (d) of the Commercial Computer Software - Restricted Rights clause at FAR 52.227-19, and the limitations set forth in ALU-USA's standard commercial agreement for SOFTWARE.

5.  EXPORT CONTROL.  You acknowledges that SOFTWARE provided pursuant to this Agreement is or may be subject to United States export control laws and agree that any use or transfer of such SOFTWARE shall be authorized under the United States Export Administration Regulations, 15 C.F.R. Parts 730-774, ("Export Regulations") administered by the United States Department of Commerce, Bureau of Industry and Security. You shall not, directly or indirectly, use, distribute, transfer or transmit Information, whether by way of a direct product of such Information or products, software or other technical information into which Information has been incorporated, except in compliance with the Export Regulations.


YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND THAT BY DOWNLOADING, ACCEPTING OR USING IN ANY WAY THE SOFTWARE, YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.  YOU FURTHER AGREE THAT, EXCEPT FOR SEPARATE WRITTEN AGREEMENTS BETWEEN YOU AND ALU-USA, THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF YOUR AGREEMENT WITH ALU-USA WHICH SUPERSEDES ANY PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY COMMUNICATONS BETWEEN ALU-USA AND YOU RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.

Should you have any questions concerning this agreement, you may contact ALU-USA by writing to: Peter Fales at peter.fales@alcatel-lucent.com


