PLEASE READ THIS AGREEMENT CAREFULLY. By accessing and using the Software supplied with this Agreement, you accept this Agreement in its entirety and agree to only use the Software in accordance with the following terms and conditions. If you do not wish to be bound by these terms and conditions, DO NOT DOWNLOAD OR INSTALL THE SOFTWARE.
1. Subject to the terms and conditions of this Agreement, AT&T grants you a royalty-free, non-exclusive, non-transferable right to use the Software as follows: You may (i) install and use the Software solely for a Non-Commercial Purpose; (ii) make copies of the Software incident and necessary for such use and (iii) make a single archival copy of the Software. Any copy of the Software shall contain the same copyright notices and any proprietary markings appearing in the original Software.
2. As used in this Agreement, "Non-Commercial Purpose" means use of the Software and any files created by the use of it solely for education or research. "Non-Commercial Purpose" excludes, without limitation, (i) any use of the Software or any files created by the use of it for, as part of, or in any way in connection with a product (including software) or service which is sold, offered for sale, licensed, leased, loaned or rented or (ii) any use of the Software or any files created by the use of it for the creation and distribution of materials among persons on a private network or intranet.
3. Except as expressly set forth above, you shall not use, copy, distribute or transfer in any form the Software or any files created by the use of the Software. No other rights or licenses under any of AT&T's intellectual property are granted or, by implication, estoppel or otherwise, conferred. The Software is the sole and exclusive property of AT&T, and no ownership interest in the Software is transferred to you. You may not assign, transfer or sublicense your rights under this Agreement. You shall not de-compile, reverse engineer or disassemble any computer programs included with the Software.
4. You may fix bugs, if any, in the Software, provided that (i) you shall immediately inform AT&T of any such bug fixes and shall supply AT&T with a copy of all computer programs (in source code form) relating to such bug fixes, and (ii) AT&T shall own all rights, title and interest in and to such bug fixes. In order to effect AT&T's ownership of any bug fixes created by you, you hereby assign to AT&T all of your rights, title and interest in and to such bug fixes and any intellectual property rights pertaining thereto. You shall contact AT&T about bug fixes at the address supplied with the Software.
5. AT&T has no obligation to support or maintain the Software and grants you this right to use the Software "AS IS". YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SOFTWARE. AT&T DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND THE WARRANTIES OF TITLE OR 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, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF AT&T OR ANY OF ITS AUTHORIZED REPRESENTATIVES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (ii) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SOFTWARE, OR (iii) ANY CLAIM BY ANY THIRD PARTY. YOU AGREE THAT YOUR SOLE REMEDY AGAINST AT&T FOR LOSS OR DAMAGE CAUSED BY ANY DEFECT OR FAILURE IN THE SOFTWARE REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, SHALL BE THE REPLACEMENT OF THE SOFTWARE. As used in this Paragraph, "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 LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, AT&T'S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
6. You acknowledge that the Software may be subject to U.S. export laws and regulations and any use or transfer of such Software must be authorized under those regulations.
7. This Agreement and the rights granted to you shall terminate automatically if you fail to comply with any of the terms and conditions of this Agreement. Upon termination, you shall destroy all copies of the Software . 8. 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. You agree that any legal action or proceeding between AT&T and you 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 you 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.