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Licensee warrants and represents that the person accepting this Agreement
on behalf of Licensee is its legally authorized representative, who is
duly authorized to accept agreements of this type on behalf of Licensee
and obligate Licensee to the terms and conditions herein. Any breach of
this warranty and representation is a material breach of this Agreement
and, in such event, this Agreement and the rights granted to Licensee shall
terminate automatically. Upon termination, Licensee shall destroy all copies
of the Software.
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Subject to the terms and conditions of this Agreement, AT&T grants
Licensee a royalty-free, non-exclusive, nontransferable right to use the
Software as follows in all countries except for those noted in Paragraph
5 of this Agreement: Licensee may (i) make copies of the Software incident
and necessary to Licensee's installation of the Software on the hard disk
drive of a single Unix(r) server controlled by Licensee (the "Computer
System"), (ii) use the Software for Licensee's own use on the Computer
System, and (iii) make an archival copy of the Software as provided below
in Paragraph 3 and (iv) distribute in its entirety without alteration of
any kind, the installation program for the Software which you downloaded
from the AT&T internet web site.
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Licensee may make a single archive copy of the Software, provided that,
such archive copy shall contain the same copyright notice and any proprietary
markings appearing on the original Software. Licensee shall not de-compile,
reverse engineer or disassemble any computer programs included with the
Software.
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The Software is protected by copyright law and is the sole and exclusive
property of AT&T. No ownership interest in the Software is transferred
to Licensee. Licensee may not assign, transfer or sublicense its rights
under this Agreement.
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Licensee acknowledges that the software and technical information (including
but not limited to, services and training) provided under this agreement
are subject to U.S. export laws and regulations and any use or transfer
of such products, software and technical information must be authorized
under those regulations (U.S. Export Administration Regulations, 15CFR).
Licensee agrees that it will not use, distribute, transfer or transmit
the software or technical information (even if incorporated into other
products) except in compliance with U.S. export regulations.
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AT&T has no obligation to support or maintain the Software and grants
Licensee this right to use the Software "AS IS".
LICENSEE ASSUMES TOTAL
RESPONSIBILITY AND RISK FOR ITS USE OFTHE SOFTWARE. AT&T DOES NOT MAKE,
AND EXPRESSLY DISCLAIMS,ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS
ORENDORSEMENTS OF ANY KIND WHATSOEVER, INCLUDING, WITHOUTLIMITATION, THE
IMPLIED WARRANTIES OF MERCHANTABILITY ORFITNESS FOR A PARTICULAR PURPOSE,
AND THE WARRANTIES OF TITLEOR NON-INFRINGEMENT. IN NO EVENT SHALL AT&T
BE LIABLE FOR(i) ANY INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES(INCLUDING,
WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS,BUSINESS INTERRUPTION,
LOSS OF PROGRAMS OR INFORMATION, ANDTHE LIKE) ARISING OUT OF THE USE OF
OR INABILITY TO USE THESOFTWARE, EVEN IF AT&T OR ANY OF ITS AUTHORIZEDREPRESENTATIVES
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCHDAMAGES, (ii) ANY CLAIM ATTRIBUTABLE
TO ERRORS, OMISSIONS, OROTHER INACCURACIES IN THE SOFTWARE, OR (iii) ANY
CLAIM BY ANYTHIRD PARTY.
LICENSEE AGREES THAT ITS SOLE REMEDY AGAINST AT&T FOR LOSS
ORDAMAGE CAUSED BY ANY DEFECT OR FAILURE IN THE SOFTWAREREGARDLESS OF THE
FORM OF ACTION, WHETHER IN CONTRACT ORTORT, INCLUDING NEGLIGENCE, STRICT
LIABILITY OR OTHERWISE,SHALL BE THE REPLACEMENT OF THE SOFTWARE. As
used in this Paragraph 6, "AT&T" includes its affiliated companies
and its and their employees, directors, officers, agents, representatives,
subcontractors, service providers and suppliers.
BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATIONOF LIABILITY
FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THEABOVE LIMITATION MAY NOT APPLY
TO YOU. IN SUCH STATES,AT&T'S LIABILITY IS LIMITED TO THE GREATEST
EXTENT PERMITTEDBY LAW.
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This Agreement and the rights granted to Licensee shall terminate automatically
if Licensee fails to comply with any of the terms and conditions of this
Agreement. Upon termination, Licensee shall destroy all copies of the Software.
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This Agreement shall be governed by and construed in accordance with the
laws of the State of New York, USA, applicable to agreements made and to
be performed wholly therein without regard to its conflicts of law rules.
Licensee agrees that any legal action or proceeding between AT&T and
Licensee for any purpose concerning this Agreement or the obligations hereunder
shall be brought exclusively in a federal or state court of competent jurisdiction
sitting in New York. Any cause of action or claim Licensee may have with
respect to the Software must be brought within one (1) year after the claim
or cause of action arises or such claim or cause of action is barred. AT&T's
failure to insist upon or enforce strict performance of any provision of
this Agreement is not a waiver of any provision or right.