CARNEGIE SPEECH COMPANY, INC.

SOFTWARE LICENSE AGREEMENT

BE SURE TO CAREFULLY READ AND UNDERSTAND ALL OF THE RIGHTS AND

RESTRICTIONS DESCRIBED IN THIS AGREEMENT BEFORE DOWNLOADING THE

SOFTWARE PRODUCT, OPENING THE SEALED SOFTWARE PRODUCT PACKAGE, OR

WHERE YOU OBTAINED IT FOR A PROPER CREDIT, OR, IF YOU DOWNLOADED THE

SOFTWARE, DELETE IF FROM YOUR COMPUTER SYSTEM, OR DO NOT CLICK THE

NEW ACCOUNT CONFIRMATION LINK IN YOUR REGISTRATION E-MAIL. THE

SOFTWARE PRODUCT WILL NOT SET UP ON YOUR COMPUTER OR OTHERWISE BE

USABLE UNLESS OR UNTIL YOU ACCEPT THIS AGREEMENT BY CLICKING ON THE

NEW ACCOUNT CONFIRMATION LINK OR “I ACCEPT.” IF YOU SIGN A SEPARATE

AGREEMENT WITH CARNEGIE SPEECH, THEN SUCH SIGNED SEPARATE AGREEMENT

HEREBY SUPERSEDES THE TERMS OF THIS AGREEMENT.

If you are first seeing this AGREEMENT as a part of the installation/download process, for your

You may license the SOFTWARE PRODUCT on an evaluation basis for a temporary period

pursuant to the terms and conditions of this AGREEMENT.

Your clicking of the “I Accept” button or your clicking on the new account confirmation link in

your registration e-mail is a symbol of your signature that you accept the terms of this AGREEMENT.

IMPORTANT—READ CAREFULLY: This Software License Agreement (this

“AGREEMENT”) is a legal agreement between you (either an individual or a single entity) and Carnegie

Speech Company, Inc. (“Carnegie Speech”) for the Carnegie Speech software product that accompanies

provided with the SOFTWARE PRODUCT may be governed by additional terms and conditions that will

be provided with such items, and are licensed to you only under such additional terms and conditions.

The SOFTWARE PRODUCT is protected by copyright laws and international copyright treaties,

as well as other intellectual property laws and treaties. The SOFTWARE PRODUCT is licensed, not

sold.

1. GRANT OF LICENSE. Carnegie Speech grants you a limited, nonexclusive, nontransferable

license to use the SOFTWARE PRODUCT as follows :

• Storage/Network Use. You may also store or install one (1) copy of the SOFTWARE

PRODUCT on a storage device, such as a network server, used only to RUN the SOFTWARE

PRODUCT on your other COMPUTERS over an internal network; however, you must acquire and

dedicate a license for each separate COMPUTER on which the SOFTWARE PRODUCT is RUN

from the storage device. A license for the SOFTWARE PRODUCT may not be shared or used

concurrently on different COMPUTERS.

• Reservation of Rights. All rights not expressly granted are reserved by Carnegie Speech.

the SOFTWARE PRODUCT to operate for the applicable evaluation period, at which point the

SOFTWARE PRODUCT will cease to operate and you shall cease from continuing to use such

SOFTWARE PRODUCT and delete the SOFTWARE PRODUCT from any hardware on which it is

installed. You expressly acknowledge and agree that Sections 3, 6, 9 and 10 herein do not apply to

SOFTWARE PRODUCT evaluation licenses and are null and void. FOR EVALUATION

LICENSES, CARNEGIE SPEECH PROVIDES THE SOFTWARE “AS IS,” WITH NO

WARRANTIES WHATSOEVER, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT

LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A

PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT.

• Product Authorization Code. If you have licensed a copy of the SOFTWARE PRODUCT, you

will receive a product authorization code from Carnegie Speech that enables the operation of the

SOFTWARE PRODUCT and controls the period during which you are licensed to use such

SOFTWARE PRODUCT, as described hereunder. The product authorization code will be provided

to you by Carnegie Speech pursuant to a program use certificate (“PROGRAM USE

CERTIFICATE”), via e-mail, or in some other manner. Upon expiration of your license to use the

SOFTWARE PRODUCT, the product authorization code will no longer enable use of the

SOFTWARE PRODUCT at issue. For an Internet-based license, upon Carnegie Speech’s receipt of

the applicable license fees, Carnegie Speech will provide you with all necessary log in information to

enable you to access and use the SOFTWARE PRODUCT.

• Copy Protection. The SOFTWARE PRODUCT may include copy protection technology to

engineer, decompile, or disassemble the SOFTWARE PRODUCT, except and only to the extent that

such activity is expressly permitted by applicable law notwithstanding this limitation.

• Separation of Components. The SOFTWARE PRODUCT is licensed as a single product. Its

component parts may not be separated for use on more than one COMPUTER.

• Trademarks. This AGREEMENT does not grant you any rights in connection with any

trademarks or service marks of Carnegie Speech.

• Rental. You may not rent, lease, or lend the SOFTWARE PRODUCT.

the SOFTWARE PRODUCT. A SOFTWARE PRODUCT labeled as an upgrade replaces and/or

supplements (and may disable) the product that formed the basis for your eligibility for the upgrade. You

may use the resulting upgraded product only in accordance with the terms of this AGREEMENT. If the

SOFTWARE PRODUCT is an upgrade of a component of a package of software programs that you

licensed as a single product, the SOFTWARE PRODUCT may be used and transferred only as part of

that single product package and may not be separated for use on more than one COMPUTER.

4. COPYRIGHT. All title and copyrights in and to the SOFTWARE PRODUCT (including but not

limited to any images, photographs, animations, video, audio, music, text, and “applets” incorporated into

the SOFTWARE PRODUCT), the accompanying printed materials, and any copies of the SOFTWARE

PRODUCT.

5. DUAL-MEDIA SOFTWARE. If applicable, you may receive the SOFTWARE PRODUCT in more

than one medium. Regardless of the type or size of medium you receive, you may use only one medium

that is appropriate for your single COMPUTER. You may not RUN the other medium on another

COMPUTER. You may not loan, rent, lease, or otherwise transfer the other medium to others.

6. BACKUP COPY. Unless you purchased a license to use the SOFTWARE PRODUCT through the

Internet, after installation of one (1) copy of the SOFTWARE PRODUCT pursuant to this

AGREEMENT, you may keep the original media on which the SOFTWARE PRODUCT was provided

by Carnegie Speech solely for backup or archival purposes.

PRODUCT to you pursuant to this Agreement, and to use your Data, in an anonymized and aggregated

form only, for making further improvements and other developments to the SOFTWARE PRODUCT and

other Carnegie Speech software. Subject to the foregoing license, you retain ownership of your Data. For

the purposes of this Agreement, “Data” means all data or other information you provide to Carnegie

Speech hereunder through the Internet for storage and access through the Carnegie Speech’s computers, if

any, including, without limitation, voice recordings that you create for use with the SOFTWARE

PRODUCT, and your name, gender, student identification number and/or other similar information. You

are solely responsible for acquiring any and all authorization(s) necessary for the use of your Data as

contemplated by this Agreement and for the completeness and accuracy of all your Data.

results obtained from use and operation of the SOFTWARE PRODUCT; (e) providing cabling and all

cabling services in preparation for your use of the SOFTWARE PRODUCT; (f) providing and

maintaining the appropriate operating environment for your hardware and peripherals; and (g) all data

entry and loading, including, without limitation, uploading of your Data for use with the SOFTWARE

PRODUCT.

You warrant that none of your Data will (a) infringe any patents, copyrights, trademarks or other

intellectual property rights, or misappropriate the trade secrets, of any third party; (b) violate any rights of

publicity or privacy of any third party, (c) violate any law, statute, ordinance or regulation (including,

without limitation, the laws and regulations governing export control, unfair competition, anti-

terrorist or other unlawful attacks on people or property.

You shall indemnify, defend and hold harmless Carnegie Speech, its employees, officers,

directors, representatives, and agents, from and against any loss, expense or liability (including reasonable

attorneys’ fees) incurred by Carnegie Speech, its affiliates or their respective employees, officers,

directors, representatives, and agents, based on, in whole or in part: (a) your gross negligence or willful

misconduct; (b) any action (or portion thereof) brought against Carnegie Speech based on a claim that

your Data infringes a patent or copyright or misappropriates the proprietary trade secret of any third party,

or violates the privacy or publicity rights of any third party; or (c) your infringement of Carnegie

Speech’s intellectual property rights under this Agreement.

8. EXPORT RESTRICTIONS. You acknowledge that the SOFTWARE PRODUCT is of U.S. origin.

You agree to comply with all applicable international and national laws that apply to the SOFTWARE

PRODUCT, including the U.S. Export Administration Regulations, as well as end-user, end-use and

exclusive remedy shall be, at Carnegie Speech’s option, either (a) return of the price paid, if any, or (b)

repair or replacement of the SOFTWARE PRODUCT that does not meet Carnegie Speech’s limited

warranty set forth above and which is returned to Carnegie Speech along with proof of purchase. The

above limited warranty is void if failure of the SOFTWARE PRODUCT has resulted from accident,

abuse, or misapplication. Outside the United States, neither these remedies nor any product support

services offered by Carnegie Speech are available without proof of purchase from an authorized

international source.

10. NO OTHER WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE

LAW, CARNEGIE SPEECH AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND

11. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY

APPLICABLE LAW, IN NO EVENT SHALL CARNEGIE SPEECH OR ITS SUPPLIERS BE LIABLE

FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES

WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS

PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER

PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE

PRODUCT OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF

CARNEGIE SPEECH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN

ANY CASE, CARNEGIE SPEECH’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS

NOT ALLOW SUCH EXCLUSIONS OR LIMITATIONS OF LIABILITY, THE ABOVE

LIMITATION MAY NOT APPLY TO YOU.

12. MISCELLANEOUS. Jurisdiction, Choice of Law.

This AGREEMENT is made in and shall

be governed by the laws of the Commonwealth of Pennsylvania, excluding choice of law principles, and

all actions with regard to any SOFTWARE PRODUCT licensed under this AGREEMENT shall have

PRODUCT was acquired outside the United States, then local law may apply. The parties agree that the

United Nations Convention on Contracts for the International Sale of Goods is expressly excluded from

this AGREEMENT. Subcontractors. You expressly acknowledge and agree that Carnegie Speech may

use distributors and/or subcontractors to perform certain of Carnegie Speech’s obligations hereunder.

Assignment. You shall not assign this AGREEMENT, in whole or in part, without the prior written

consent of Carnegie Speech. This AGREEMENT shall be binding on and inure to the benefit of the

parties and their respective successors and permitted assigns. Survival. Any section of this

their severance herefrom. Confidentiality of Terms. The parties expressly agree that all fees in

connection with this AGREEMENT are confidential, and neither party will disclose such fees to any third

party without the other party’s prior written consent. Entire Agreement. This AGREEMENT and any

invoices arising under it contain the entire agreement and understanding between the parties and

supersede all prior or contemporaneous negotiations, proposals, discussions, correspondence, agreements

and understandings relating to the subject matter of this AGREEMENT. Additional or different terms on

your or third party purchasing documents are expressly objected to and rejected. The terms and

conditions of this AGREEMENT may not be modified or amended except in a written document signed

by each party. No waiver will be implied from conduct or failure to enforce rights on one or more

occasions.