ScanSoft PDF CONVERTER STANDARD 3-HELP Online Help Manual page 51

MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES
OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF,
AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY
(CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS
BASED. IN ANY CASE, SCANSOFT'S AND ITS SUPPLIERS' AND
LICENSORS' ENTIRE LIABILITY UNDER ANY PROVISION OF THIS
AGREEMENT SHALL NOT EXCEED IN THE AGGREGATE THE SUM
OF THE FEES LICENSEE PAID FOR THIS LICENSE (IF ANY), WITH
THE EXCEPTION OF DEATH OR PERSONAL INJURY CAUSED BY
THE NEGLIGENCE OF SCANSOFT TO THE EXTENT APPLICABLE
LAW PROHIBITS THE LIMITATION OF DAMAGES IN SUCH CASES.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR
LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO
THIS EXCLUSION AND LIMITATION MAY NOT BE APPLICABLE.
EXPORT CONTROL. Licensee agrees to comply with all export laws and
restrictions and regulations of the United States or foreign agencies or
authorities, and not to export or re-export the Software in violation of any
such restrictions, laws or regulations, or without all necessary approvals.
U.S. GOVERNMENT END USERS. This Section applies to all
acquisitions of the Software by or for the Federal government or by any
prime contractor or subcontractor (at any tier) under any contract, grant,
cooperative agreement, or other activity with the Federal government. By
accepting delivery of the Software, the government hereby agrees that
this software qualifies as "commercial" computer software within the
meaning of the acquisition regulation(s) applicable to the procurement.
The terms and conditions of this Agreement shall pertain to the
government's use and disclosure of the Software and shall supersede
any conflicting contractual terms or conditions. If this Agreement fails to
meet the government's needs or is inconsistent in any respect with
Federal law, the government agrees to return the Software, unused, to
ScanSoft. The following additional statement applies only to acquisitions
governed by DFARS Subpart 227.4 (October 1988): "Restricted Rights—
Use, duplication, and disclosure 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 DFARS 252.227-7013
(Oct. 1988)."
GENERAL. This Agreement constitutes the entire agreement between
the parties concerning the subject matter hereof. This Agreement may be
amended only by a writing signed by both parties. Except to the extent
applicable law, if any, provides otherwise, this Agreement shall be
governed by the laws of the Commonwealth of Massachusetts, United
States of America, excluding its conflict of law provisions. 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 Boston, Massachusetts, under
the auspices of a single arbitrator pursuant to the commercial arbitration
rules of the American Arbitration Association then in effect, with the losing
party paying all costs of arbitration. This Agreement shall not be
governed by the United Nations Convention on Contracts for the
International Sale of Goods. If any provision in this Agreement should be
held illegal or unenforceable by a court having jurisdiction, such provision
shall be modified to the extent necessary to render it enforceable without
losing its intent, or severed from this Agreement if no such modification is
possible, and other provisions of this Agreement shall remain in full force
and effect. The controlling language of this Agreement is English. The
Licensee agrees to bear any and all costs of interpreters if necessary. If
Licensee has received a translation into another language, it has been
provided for Licensee's convenience only. A waiver by either party of any
term or condition of this Agreement or any breach thereof, in any one
instance, shall not waive such term or condition or any subsequent
breach thereof. The provisions of this Agreement that require or
contemplate performance after the expiration or termination of this
Agreement shall be enforceable notwithstanding such expiration or
termination. Licensee may not assign or otherwise transfer by operation
of law or otherwise this Agreement or any rights or obligations herein
except to an acquirer of Licensee's business in the case of a merger or
the sale of all or substantially all of Licensee's assets to such acquirer.
This Agreement shall be binding upon and shall inure to the benefit of the
parties, their successors and permitted assigns. The relationship between
ScanSoft and Licensee is that of independent contractors and neither
Licensee nor its agents shall have any authority to bind ScanSoft in any
way. If any dispute arises under this Agreement, the prevailing party shall
be reimbursed by the other party for any and all legal fees and costs
associated therewith. The headings to the sections of this Agreement are
used for convenience only and shall have no substantive meaning.
ScanSoft may use Licensee's name in any customer reference list or in
any press release issued by ScanSoft regarding the licensing of the
Software.
LICENSEE OUTSIDE THE U.S. If Licensee is located outside the U.S.,
then the provisions of this Section shall apply. (i) Les parties aux
présentés confirment leur volonté que cette convention de même que
tous les documents y compris tout avis qui s'y rattaché, soient redigés en
langue anglaise. (Translation: "The parties confirm that this Agreement
and all related documentation is and will be in the English language.")
(ii) Licensee is responsible for complying with any local laws in its
jurisdiction which might impact its right to import, export or use the
Software, and Licensee represents that it has complied with any
regulations or registration procedures required by applicable law to make
this license enforceable.
Copyright © 2005 ScanSoft, Inc. All rights reserved. ScanSoft and the
Scansoft logo are trademarks or registered trademarks of ScanSoft, Inc.
in the United States and other countries.
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