End User License Agreement for Loquendo TTS software product ("Program")
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1. All Rights Reserved by Loquendo

1.1 All rights, ownership, title and interest in the Program the related keys, instructions, data bases, documentation, architectures, methodologies and technology embedded therein or upon which they are based, and their related patent rights, copyrights, trade secrets, trademarks and all other related intellectual property rights are and shall remain exclusively with Loquendo S.p.A. of Via Arrigo Olivetti 6, 10148 Torino Italy ("Loquendo") and no rights or licenses are granted to the end user of any copy of the Program (the "User") thereunder, by implication, estoppel or otherwise, except and to the limited extent expressly set forth in a specific License Agreement duly executed by Loquendo and the User, or, if the User is an employee of an employer and need to use the Program for performing its employment duties, by Loquendo and the User's employer ("License Agreement"). 

1.2 Without prejudice to the generality of the provisions of Section 1.1 and unless otherwise expressly set forth in said License Agreement or in any mandatory provision of applicable laws, the User shall not: 
    (i)   cancel, modify or obliterate the copyright notices, trademark notices or other proprietary notices included in the Program copy supplied to it by or on behalf of Loquendo and, subject to the copying restrictions set forth herein, the User agrees to include the same notices in any copy of the same made by it;
    (ii)  copy in whole or in part the Program; or 
    (iii) modify, disassemble or decompile, in whole or in part the Program, nor otherwise analyze its codes or logical structure;
    (iv)  remove or by-pass or attempt to remove or by-pass any authorization key or other means for protecting the Program from unauthorized reproduction or use;
    (v)   use any the Program or any portion thereof to create any speech or audio file whose contents are harmful, threatening, tortious, abusive, harassing, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, racially, ethnically, religiously, ethically, morally or otherwise objectionable or harm minors in any way or infringe any third party right; 
    (vi)  use, duplicate, broadcast, transmit or otherwise diffuse any such speech or any audio file created by the use of Program in any way; or 
    (vii) knowingly permit any person to make any of such forbidden acts. 

1.3 Without prejudice to the foregoing, the User acknowledges that the Program embed information confidential and proprietary to and of substantial value to Loquendo, which value would be impaired if any such information were disclosed to third parties or used outside the scope of the license granted hereunder. Accordingly, the User (i) shall protect and keep in strict confidence and secrecy the Program and any and all such information pertaining to the Program, or its codes, data bases, design, methodologies, architectures and technology ("Confidential Information"), using at least the same degree of care as used for User's own confidential and proprietary software and related information of like nature (but no less than a reasonable degree of care), (ii) shall not disclose any Confidential Information to any third party and (iii) shall not make any use of the Confidential Information, except as expressly permitted hereunder. 

1.4 Any portion of the Program incorporated in any other product or other software, shall continue to be subject to the terms and conditions hereof.

1.5 Without prejudice to its other obligations hereunder, the User agrees to promptly inform Loquendo of any unauthorized use of the Program and/or of any other infringement or violation of Loquendo's intellectual property rights in the Program of which the User becomes aware.


2. Permitted Use 

NO USE OF THE PROGRAM MAY BE MADE BY THE USER, EXCEPT AS EXPRESSLY PERMITTED BY LOQUENDO PURSUANT TO THE AFORESAID LICENSE AGREEMENT EXECUTED BETWEEN LOQUENDO AND THE USER (OR ITS EMPLOYER). ANYHOW, UNLESS OTHERWISE EXPRESSLY SET FORTH IN SAID LICENSE AGREEMENT, SUCH PERMITTED USE SHALL BE (A) PERSONAL, NON-TRANSFERABLE AND NON-EXCLUSIVE, AND (B) SOLELY IN CONNECTION WITH THE PRODUCT INSTALLATION KEY (PIK) AND WITHIN THE LIMITS OF (I) HOST COMPUTER, (II) PORT PER HOST, (III) PERIOD OF TIME AND RELEVANT EXPIRATION DATE AND (IV) SINTETIZED VOICES AS EXPRESSLY SPECIFIED BY LOQUENDO IN THE LICENSE CODE SPECIFICATIONS PROVIDED BY LOQUENDO TO THE USER (OR ITS EMPLOYER).


3. No Transfer of the Program or the License 

The User may not rent, lease or sublicense or otherwise transfer the Program, in any form or stored in any medium, to any third party, nor assign or transfer in any way any of its rights and obligations hereunder, in whole or in part, to any third party, without the prior written consent of Loquendo. 


4. Absence of Loquendo Warranties, Services Obligations and Liabilities 

THE USER ACKNOWLEDGES AND AGREES THAT (I) NO WARRANTY IS GIVEN BY LOQUENDO TO THE USER WITH RESPECT TO THE PROGRAM HEREUNDER AND, TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW, ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY AS TO MERCHANTABILITY, FITNESS FOR PURPOSES, UNINTERRUPETED USE, ABSENCE OF ERRORS, DEFECTS OR INFRINGEMENT OF THIRD PARTY RIGHTS, ARE EXPRESSLY EXCLUDED BY LOQUENDO; (II) LOQUENDO SHALL HAVE NO OBLIGATION TO PROVIDE THE USER WITH SUPPORT AND TECHNICAL ASSISTANCE SERVICES RELATING TO THE INSTALLATION, USE AND MAINTENANCE OF THE PROGRAM; (III) IN NO CASE LOQUENDO SHALL BE LIABLE TO THE USER OR ANY OTHER PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL OR CONSEQUENTIAL DAMAGES, LOSS OF DATA, LOSS OF PROFIT OR LOSS OR REVENUES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER THEORY OF LIABILITY, EVEN IF LOQUENDO HAS BEEN INFORMED OF THE POSSIBILITY OF ANY OF SUCH LOSSES OR DAMAGES; AND (IV)THE USER SHALL BE SOLELY RESPONSIBLE AND LIABLE FOR ITS USE OF THE PROGRAM AND OF ANY VOICE FILE DERIVED THEREFROM AND SHALL DEFEND INDEMINFY AND HOLD LOQUENDO HARMLESS THEREFROM.


5. License Termination

The license granted hereunder or under the License Agreement shall be deemed automatically terminated by Loquendo, without prejudice to the right of Loquendo to be indemnified of its damages and any other its right and remedy in the event the User breaches any provisions hereof relevant to the Program, including without limitation any provision set forth under Section 1, 2, 3 or 4 above. Upon any such termination the User shall forthwith cease any further use of the Program and delete from any computer memory and return to Loquendo, or destroy, as Loquendo may instruct, all complete or partial copies of the Program the related Key and of any other documentation or materials otherwise connected with or regarding the Program, then in its possession or control and certify in writing to Loquendo such deletion, destruction or return. 


6. Applicable Law and Jurisdiction

These End User License Agreement shall be governed by and construed and interpreted in accordance with the laws of Italy, with the exclusion of Italian law provisions dealing with the conflict of laws. All disputes arising out of or in connection with the interpretation the performance or the termination of this End User License Agreement shall be exclusively (except as set forth below) and finally settled by the Tribunal of Milano (Italy). Notwithstanding the foregoing, Loquendo shall also have the right to enforce this Agreement in any court having jurisdiction over the User or its assets.
