End User License Agreement for ACELP®.net Plug-In
READ BEFORE USING: CAREFULLY READ THE TERMS OF THIS ACELP®.NET SOFTWARE PLUG-IN (“SOFTWARE”) LICENSE AGREEMENT ("LICENSE") BEFORE INSTALLING, COPYING OR USING THE SOFTWARE. THIS LICENSE IS AN AGREEMENT BETWEEN YOU ("LICENSEE") AND VOICEAGE CORPORATION WITH PRINCIPAL OFFICES AT 750, CHEMIN LUCERNE, SUITE 250, MONTREAL (QUEBEC), CANADA, H3R 2H6 ("LICENSOR") (COLLECTIVELY THE "PARTIES"). BY INSTALLING, COPYING OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS LICENSE. IF YOU DO NOT AGREE, DO NOT INSTALL, COPY OR USE THE SOFTWARE.

1 Grants
Subject to the provisions of this License, Licensor hereby grants a non-exclusive, non-sublicensable and non-transferable license, (i) to use the Software on any single computer, solely in and as part of the Windows Media Player version 9.0 or any subsequent version; and (ii) to copy the Software for back-up or archival purposes.
1.2 Exclusions
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS LICENSE, THIS LICENSE DOES NOT COVER INTELLECTUAL PROPERTY RIGHTS (INCLUDING, BUT NOT LIMITED TO, PATENTS, COPYRIGHT AND TRADE SECRETS) THAT HAVE BEEN DECLARED AND/OR MAY BE OWNED BY THIRD PARTIES NOR SHOULD THIS LICENSE BE INTERPRETED AS AN IMPLIED LICENSE RELATED TO THIRD PARTIES' INTELLECTUAL PROPERTY RIGHTS.

2 Restricted Rights
2.1 Licensee shall not modify, remove or replace any copyright notice or trademarks of Licensor and/or its suppliers included in or placed upon the Software or any part thereof, or in the documentation.
2.2 Licensee shall not disassemble, decompile, reverse-engineer or otherwise attempt to derive the source code from the Software.
2.3 Licensee shall not use the Software for any other purposes than those specifically authorized in Section 1.1 above.
2.4 Licensee shall only use the Software for private, non-commercial use.

3 Ownership
Licensor and its suppliers own and shall retain all right, title and interest in and to the Software, improvement, modification, derivative works, in whole or in part, and in any form, and in all copies thereof ("Proprietary Information") as well as intellectual property rights related thereto.

4 Warranties and Disclaimer
FOR THE PURPOSE OF THIS SECTION, THE EXPRESSION "SOFTWARE" SHALL INCLUDE CONFIDENTIAL INFORMATION AND "LICENSOR" SHALL INCLUDE ITS SUPPLIERS. THE SOFTWARE IS PROVIDED AND ACCEPTED STRICTLY "AS IS" AND WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY AGAINST LATENT DEFECTS. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE IS EXEMPT FROM ERRORS, THAT ALL ERRORS MAY BE DETECTED OR CORRECTED OR THAT USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. LICENSOR GIVES NO WARRANTY THAT THE SOFTWARE WILL OPERATE WITH WINDOWS MEDIA PLAYER PRODUCTS OR WILL MEET THE REQUIREMENTS OF LICENSEE. IN NO EVENT SHALL LICENSOR BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THIS LICENSE OR USE OF, OR INABILITY TO USE THE SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SAME. NOTHING CONTAINED IN THIS LICENSE SHALL BE CONSTRUED AS (I) A WARRANTY OR REPRESENTATION THAT ANY USE OF SOFTWARE WILL BE FREE FROM INFRINGEMENT OF PATENTS, COPYRIGHT OR TRADEMARKS; (II) AN AGREEMENT TO BRING OR PROSECUTE ACTIONS OR SUITS AGAINST THIRD PARTIES FOR INFRINGEMENT OF ANY OF THE RIGHTS LICENSED HEREBY, OR CONFERRING ANY RIGHTS TO BRING OR PROSECUTE ACTIONS OR SUITS AGAINST THIRD PARTIES FOR INFRINGEMENT. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

5 Harmless Clause
Licensee agrees to indemnify, defend and hold Licensor, its suppliers, directors, officers, shareholders, employees and agents harmless from any claim, lawsuit, legal proceeding, settlement or judgment (including without limitation Licensor and its suppliers' reasonable attorneys' and expert witnesses' fees and costs) arising out of or in connection with the possession or use by Licensee of the Software in violation of another party’s rights, in violation of any law, or in violation of the terms of this Agreement.

6 Term
This License shall come into force upon the earlier of the installation, copying or use of the Software by Licensee and shall continue unless terminated pursuant to Section 7 hereof.

7 Termination
Licensor may, at its sole discretion, suspend the performance and/or terminate this License without notice and without thereby limiting its rights, recourses or claims provided for under this License, at law or in equity, against Licensee and without incurring any liability for any material breach of this License by Licensee (without limiting the foregoing, the use of the Software contrary to the requirements of Section 1.1 shall be deemed a material breach). In any action or suit to enforce any right or remedy under this License, or to interpret any provision of this License, Licensor will be entitled to recover its reasonable, documented costs, including attorney's fees and fees of other litigation-related professionals, such as expert witnesses and accountants.

8 Effect of Termination
Upon the expiration or termination of this License, all grants pursuant to this License shall be terminated and Licensee shall immediately discontinue any use of the Software.
9 Assignment
This License, and any rights and/or obligations hereunder shall not be assigned or delegated by Licensee without the prior written approval of Licensor. Any attempted assignment, delegation, impermissible license, transfer or other disposal without such consent shall be null and void. Except as otherwise provided, this License will be binding upon and inure to the benefit of the parties' permitted successors and lawful assigns.

10 Technical Support
Licensor shall not be responsible for providing technical support, bug-fixes, error corrections, maintenance or field services to Licensee.

11 General
(i) No variation or modification of this License nor waiver of any of the terms and provisions hereof shall be deemed valid unless in writing signed by the Parties;
(ii) if any part of a provision shall be held by a court to be illegal, invalid or unenforceable, the remaining part of any provision shall remain in full force and effect and the illegal, invalid or unenforceable part of any provision shall be replaced by part of a provision carrying to the extent legally permissible;
(iii) unless the context otherwise requires or unless it is specified otherwise, words importing the singular include the plural and vice versa and words importing gender include all genders;
(iv) this License sets forth the entire understanding between the Parties with respect to the subject matter herein, and supersedes all prior written agreements and discussions concerning the subject matter of this License;
(v) this License is governed, interpreted and defined by and under the laws of the Province of Quebec, Canada, without regard to the conflicts of laws provisions thereof. Any litigation arising under this License will be brought in the courts of the district of Montreal, Province of Quebec;
(vi) Licensor is not responsible for failure to fulfill its obligations due to causes beyond its control;
(vii) the Parties hereto have requested that this License be drafted in English. Les Parties aux présentes ont exigé que ce contrat soit rédigé en langue anglaise.