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4929-A2-GN20-00 March 2005 B
Software and Firmware License Agreement
The terms and conditions of this License Agreement (the “Agreement”) will apply to the software and/or firmware
(individually or collectively the “Software”) incorporated into the Paradyne product (the “Product”) purchased by you and
any derivatives obtained from the Software, including any copy of either. If you have executed a separate written
agreement covering the Software supplied to you under this purchase, such separate written agreement shall govern.
Paradyne Corporation (“Paradyne”) grants to you, and you (“Licensee”) agree to accept a personal, non-transferable,
non-exclusive, right (without the right to sublicense) to use the Software, solely as it is intended and solely as
incorporated in the Product purchased from Paradyne or its authorized distributor or reseller under the following terms
and conditions:
1. Ownership: The Software is the sole property of Paradyne and/or its licensors. The Licensee acquires no title, right
or interest in the Software other than the license granted under this Agreement.
2. Licensee shall not use the Software in any country other than the country in which the Product was rightfully
purchased except upon prior written notice to Paradyne and an agreement in writing to additional terms.
3. The Licensee shall not reverse engineer, decompile or disassemble the Software in whole or in part.
4. The Licensee shall not copy the Software except for a single archival copy.
5. Except for the Product warranty contained in the manual, the Software is provided “AS IS” and in its present state
and condition and Paradyne makes no other warranty whatsoever with respect to the Product purchased by you.
THIS AGREEMENT EXPRESSLY EXCLUDES ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED,
OR ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION:
a. Any warranty that the Software is error-free, will operate uninterrupted in your operating environment, or is
compatible with any equipment or software configurations; and
b. ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
Some states or other jurisdictions do not allow the exclusion of implied warranties on 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.
6. In no event will Paradyne be liable to Licensee for any consequential, incidental, punitive or special damages,
including any lost profits or lost savings, loss of business information or business interruption or other pecuniary
loss arising out of the use or inability to use the Software, whether based on contract, tort, warranty or other legal
or equitable grounds, even if Paradyne has been advised of the possibility of such damages, or for any claim by
any third party.
7. The rights granted under this Agreement may not be assigned, sublicensed or otherwise transferred by the
Licensee to any third party without the prior written consent of Paradyne.
8. This Agreement and the license granted under this Agreement shall be terminated in the event of breach by the
Licensee of any provisions of this Agreement.
9. Upon such termination, the Licensee shall refrain from any further use of the Software and destroy the original and
all copies of the Software in the possession of Licensee together with all documentation and related materials.
This Agreement shall be governed by the laws of the State of Florida, without regard to its provisions concerning
conflicts of laws.
ONCE YOU HAVE READ THIS LICENSE AGREEMENT AND AGREE TO ITS TERMS, YOU MAY USE THE
SOFTWARE AND/OR FIRMWARE INCORPORATED INTO THE PARADYNE PRODUCT. BY USING THE
PARADYNE PRODUCT YOU SHOW YOUR ACCEPTANCE OF THE TERMS OF THIS LICENSE AGREEMENT.
IN THE EVENT THAT YOU DO NOT AGREE WITH ANY OF THE TERMS OF THIS LICENSE AGREEMENT,
PROMPTLY RETURN THE UNUSED PRODUCT IN ITS ORIGINAL PACKAGING AND YOUR SALES RECEIPT OR
INVOICE TO THE LOCATION WHERE YOU OBTAINED THE PARADYNE PRODUCT OR THE LOCATION FROM
WHICH IT WAS SHIPPED TO YOU, AS APPLICABLE, AND YOU WILL RECEIVE A REFUND OR CREDIT FOR
THE PARADYNE PRODUCT PURCHASED BY YOU.