NUANCE SOFTWARE LICENSE AGREEMENT
  
BEFORE DOWNLOADING AND USING THIS PRODUCT, CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS:
BY CLICKING THE ACCEPT BUTTON ON THE TERMS OF THIS NUANCE SOFTWARE LICENSE AGREEMENT AND DOWNLOADING THE NUANCE SOFTWARE, YOU ARE (1) ACKNOWLEDGING THAT YOU HAVE READ ALL OF THE TERMS OF THIS AGREEMENT, UNDERSTAND THEM, CONSENT 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, DO NOT ACCEPT THE TERMS AND DO NOT DOWNLOAD THE NUANCE SOFTWARE. THE NUANCE SOFTWARE MAY NOT BE SOLD, TRANSFERRED, OR FURTHER DISTRIBUTED EXCEPT AS AUTHORIZED BY NUANCE.

This Nuance Software License Agreement (“Agreement”) is a legal agreement between the company accepting the terms of the Software License Agreement (“Customer”), an entity or a person, and Nuance Communications, Inc. (“Nuance”). The Nuance software product, media (if any) and accompanying Documentation (collectively the “Nuance Software”) is protected by the copyright laws and treaties of the United States (“U.S.”) and other countries and is subject to the terms of this Agreement. If Customer does not agree with the terms of this Agreement, do not download, install or otherwise use the Nuance Software. Notwithstanding the foregoing, in the event Nuance has provided Customer, or someone Customer delegates as recipient, with license keys to access the Software, the license provided is final and non-refundable. The Nuance Software is licensed to Customer, not sold. The Nuance Software may include or be bundled with other software programs licensed under different terms and/or licensed by a licensor other than Nuance. Use of any software programs accompanied by a separate license agreement is governed by that separate license agreement. Any third party software that may be provided with the Nuance Software is included for use at Customer’s option. Nuance is not responsible for any third party's software and shall have no liability for Customer’s use of third party software.

The following terms and conditions shall govern the Nuance Software:

1 LICENSE GRANT

1.1 Grant of License Rights. With respect to any Nuance Software which Nuance provides to Customer, Nuance hereby grants to Customer, and Customer hereby accepts, the non-exclusive, nontransferable license right to use such Nuance Software and associated programmer’s guide and other related materials that Nuance may supply to facilitate the use of Nuance Software(“Documentation”) , and access to Maintenance and Support Services (as described herein), for the limited purposes expressly permitted in the applicable Software Schedule and in the relevant price list. Customer is also permitted to allow third party service providers to use the Nuance Software solely for its benefit provided (i) such third party shall abide by the terms of this Agreement and be bound by written terms that are at least as protective as the terms herein, and (ii) Customer shall be responsible for the action or inactions of such third party.

1.2 Proprietary Rights; Restrictions. As between Customer and Nuance, Nuance or its licensors retains all right, title, and interest in and to the Nuance Software and Documentation, and any derivative works thereof, including, but not limited to, all patent, copyright, trade secret, trademark and other intellectual property rights associated therewith. Without limiting the generality of the foregoing, Customer will not itself, directly or indirectly: (a) modify, port, translate, or create derivative works of the Nuance Software or Documentation; (b) decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, or algorithms of the Nuance Software or Documentation by any means (except to the extent permitted by mandatory laws); (c) sell, lease, license, sublicense, copy, market or distribute the Nuance Software or Documentation, except as expressly permitted in this Attachment, (d) remove any proprietary notices, labels or marks from the Nuance Software or Documentation; or (d) release to a third party the results of any benchmark testing of Nuance Software. In no event shall anything in this Attachment or in Nuance’s conduct or course of dealing convey any license, by implication, estoppel or otherwise, under any patent, copyright, trademark or other intellectual property right not explicitly licensed. All rights not expressly granted to Customer under this Attachment are reserved by Nuance and/or its licensors.

1.3 Maintenance and Support Services. If ordered by Customer, Nuance will provide the maintenance and support services. Maintenance and Support terms can be found at http://www.nuance.com/support

1.4 Updates and Upgrades. Unless a maintenance and support service plan under which Nuance provides Updates and Upgrades purchased by Customer, Customer has no right to Updates or Upgrades.

2 LIMITED WARRANTY; DISCLAIMERS

2.1 Limited Warranty. Nuance warrants that, for a period of 90 days from delivery of Nuance Software (the “Warranty Period”); the Nuance Software, if properly installed by Customer in accordance with Nuance's published instructions, will substantially conform to the specifications in the Documentation. If the Nuance Software does not conform to such specifications, Customer shall promptly notify Nuance and provide Nuance with all available information so that Nuance can reproduce any such non-conformity. Nuance's sole obligation for any breach of warranty is to undertake reasonable commercial efforts, to remedy any substantial non-conformity reported by Customer, or by refunding any license fee paid and accepting a return of the Nuance Software. Warranty support services shall be provided during Nuance’s normal business hours (Eastern U.S. Time), Mondays through Fridays (excluding Nuance -specified holidays).

2.2 NO OTHER WARRANTIES. THE FOREGOING CONSTITUTES NUANCE’S SOLE OBLIGATION, AND CUSTOMER’ EXCLUSIVE REMEDY, WITH RESPECT TO BREACH OF THE FOREGOING LIMITED WARRANTY. EXCEPT FOR WARRANTIES STATED IN THIS SECTION TITLED “LIMITED WARRANTY; DISCLAIMERS”, NUANCE DISCLAIMS AND MAKES NO ADDITIONAL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

3 INDEMNIFICATION

Nuance shall, at its own expense, defend or, at its option, settle, any action brought against Customer by a third party, during the Term, to the extent it is based on a claim that the Nuance Software infringes any United States or Canadian patent, copyright or trademark, or misappropriates a trade secret of such third party. Nuance will indemnify Customer against any damages and losses that are attributable to such claim or action and are assessed against Customer in a final judgment. Nuance shall have the foregoing obligations only if Customer provides Nuance with: (a) a prompt written request to undertake the defense in such claim or action; (b) sole control and authority over the defense and settlement thereof; and (c) all available information and assistance necessary to settle and/or defend any such claim or action. If the Nuance Software becomes, or in the opinion of Nuance, is likely to become, the subject of an infringement claim or action, Nuance may, at its option, (a) procure, at no cost to Customer, the right to continue using the Nuance Software; or (b) replace or modify the Nuance Software to render it noninfringing, provided there is no material loss of functionality; or (c) if, in Nuance’s reasonable opinion, neither (a) nor (b) above are commercially feasible, terminate Customer’s right to use such Nuance Software and refund the amounts Customer paid for such Nuance Software depreciated on a straight-line sixty (60) month basis. Nuance will have no obligation or liability under this Section for any claim or action resulting from any of the following: (a) modifications to the Nuance Software by a party other than Nuance; (b) the combination of the Nuance Software with other products, processes, or materials not provided by Nuance if the Nuance Software itself would not infringe; and (c) where Customer continues allegedly infringing activities after being provided with modifications that would have avoided the alleged infringement. This Section states the sole obligation and exclusive liability of Nuance (express, implied, statutory or otherwise), and the sole remedy of Customer, for any third-party claims or actions of infringement of any intellectual property or other property rights.

4 LIMITATION AND DISCLAIMER OF DAMAGES

4.1 Nothing in this Agreement shall be taken to exclude or limit liability to the extent that such exclusion or limitation is not permitted by applicable law.

4.2 Limitation of Liability. The total aggregate liability of Nuance and its Affiliates, and their respective officers, agents, suppliers and employees, to Customer and its Affiliates, and their respective officers, agents, customers and employees, for any and all claims arising under this Agreement or otherwise arising from the transactions contemplated herein, regardless of the form of action (including, but not limited to actions for breach of contract, negligence, strict liability, rescission and breach of warranty) will not exceed the greater of two times (2x) the aggregate fees actually paid for the Nuance Software, or two hundred and fifty thousand dollars ($250,000USD). The existence of more than one claim shall not enlarge or extend the limit.

4.3 No Consequential Damages. IN NO EVENT SHALL NUANCE OR ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, AGENTS, SUPPLIERS AND EMPLOYEES, BE LIABLE TO THE CUSTOMER OR ITS AFFILIATES OR THEIR RESPECTIVE OFFICERS, AGENTS, CUSTOMERS AND EMPLOYEES, FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUES, LOSS OF, OR LOSS OF USE OF, SOFTWARE OR DATA, LOSS OF CUSTOMERS, LOSS OF ANTICIPATED SAVINGS AND LOSS OF PROFITS, WHETHER SUCH ALLEGED DAMAGES ARE LABELED IN TORT, CONTRACT OR INDEMNITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

5 Term. This Agreement becomes effective upon Company’s download of the Nuance Software and will automatically terminate upon any breach of its terms. Upon termination of this Agreement, Customer must destroy the original and all copies of the Nuance Software or return them to Nuance and delete the Nuance Software from its systems.

6 Governing Law. This Agreement shall be exclusively governed by and construed in accordance with the laws of the State of New York without regard to choice of law rules, and the parties hereby submit to the jurisdiction of the federal and state courts located in said State and the applicable service of process.

7 Entire Agreement; No Transfer; No Waiver; Severability. This Agreement, constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof, and supersede all prior arrangements and undertakings between the Parties. No addition to or modification shall be binding upon the Parties unless made by a written instrument signed by a duly authorized representative of each of the Parties. Any additional terms and conditions contained on any Purchase Order shall not modify the terms of this Agreement and shall be null and void. This Agreement may not be transferred or assigned without the prior written approval of Nuance. No waiver of any right under this Agreement will be effective unless in writing, signed by a duly authorized representative of the party to be bound. No waiver of any past or present right arising from any breach or failure to perform will be deemed to be a waiver of any future right arising under this Agreement. If any provision in this Agreement is invalid or unenforceable, that provision will be construed, limited, modified or, if necessary, severed, to the extent necessary, to eliminate its invalidity or unenforceability, and the other provisions of this Agreement will remain unaffected

8 Export Controls; Government Use. Customer will comply with all applicable export and import laws and regulations and, unless authorized by applicable governmental license or regulation, not directly or indirectly export or re-export any technical information or software subject to this Attachment to any prohibited destination. If software or services are being acquired by or on behalf of the U.S. Government or by a U.S Government prime contractor or subcontractor (at any tier), the software, services and related documentation are “commercial items” as that term is defined at 48 C.F.R. 2.101. The software and documentation consists of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end-users acquire the software and documentation with only those rights set forth herein.