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END-USER LICENSE AGREEMENT

Voice Enabling Systems Technology, Inc

The Software Product provided with this License Agreement is licensed, and not sold. It is available for use only and only under the
terms of this License Agreement between Voice Enabling Systems Technology, Inc (“Vestec”) and You. Please read this License
Agreement carefully. By downloading, installing, copying, or otherwise using the Software Product, you agree to be bound by the
terms and conditions of this License Agreement and become a party to this License Agreement.

IF YOU DO NOT AGREE WITH ALL THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, DO NOT
DOWNLOAD, INSTALL, COPY OF OTHERWISE USE THE SOFTWARE PRODUCT.

The Software Product being licensed under this License Agreement is protected under Canadian, U.S., and other International
copyright laws as well as other intellectual property laws and treaties.

1) KEY DEFINITIONS.

The following definitions apply to this Licensing Agreement:

1. “Vestec” shall mean Voice Enabling Systems Technology, Inc.


2. "License Agreement" and "Agreement" shall mean the terms and conditions described herein. “License Agreement” and
“Agreement” shall also refer to any future addenda, attachments and appendices for this Software Product.
3. "You" and "Your" shall mean the individual or legal entity that enters into this License Agreement with Voice Enabling
Systems Technology, Inc.
4. "User Documentation" shall mean printed materials (including, but not limited to, writings, diagrams, figures, and charts),
on-line and/or other electronic documentation that accompanies the Software Product.
5. "Server" shall mean a computer system with the following attributes: (a) one or more than one computer processors, (b)
connections with one or more computers or related devices, and (c) an administrative program for managing and
controlling access to either a part or the entire group of interconnected computers and related devices.
6. "Server Software" shall mean an administrative computer program with the following attributes: (a) it is designed for
administrative services for a group of computers or related devices, and (b) it provides such services and functionality to
either all or a part of a Server.
7. "Port Software" shall mean a computer program with the following attributes: (a) it connects with Server Software, (b) it
connects with a Device, and (c) it allows the Device (connected to the Server) to access or utilize the services and
functionality provided by the Server Software.
8. "Device" shall mean a process with the following attributes: (a) it opens a channel of communication between a user and
the Port Software, (b) it can be initiated in either hardware or software or both, and (c) it includes – but is not limited to – a
voice over Internet protocol (VOIP) connection, a telephony card channel, or an offline collection system.
9. "Port Access License" shall mean a license that is required by each Device for the purposes of accessing or utilizing the
Server Software’s services or functionality. This Agreement grants such a license for strictly one and only one Device.
10. "Software" shall mean – but is not be limited to – Port Software, Server Software, and associated media.
11. "Software Product" shall mean the Software and accompanying User Documentation.
12. "Licensed System" shall mean the specific computer or computer system for running and operating the Software Product
under this License Agreement.
13. "To use the Software Product" shall mean any, some, or all of the following activities: (a) using the Software Product with
the Licensed System [defined above as the specific computer or computer system for running and operating the Software
Product under this License Agreement]; (b) loading, installing, copying, and/or transmitting – either in whole or in part –
the Software Product in object-code-only form, and (c) copying the User Documentation of the Software Product.
14. "Support Services" shall mean fee-based professional services (if any) sold separately by Vestec for assisting licensees of
the Software Product in use of the Software Product and for answering their questions about the Software Product. The
assistance provided by Vestec under Support Services (if any) will include – but not be limited to – high level guidance on:
(a) (speech) grammar development, and (b) Voice User Interface (VUI) design. The Support Services (if any) provided by
Vestec will specifically exclude: (a) end-user application development; (b) direct end-user contact (such as, in-person
meetings or live phone conversations); (c) modification or redesign of Software Product; (d) incorporation of desired
features into Software Product; (e) adaptation of Software Product to desired (operating) environments and/or (end-user)
applications; (f) assistance with non-Vestec products; and (g) assistance with non-Vestec supported operating
environments. There can be no assurance whatsoever that Vestec shall provide Support Services for the Software Product.
Vestec shall reserve all rights to terminate Support Services provided (if any) at any time for any reason.
15. "License Pack" shall mean a set of licenses purchased as a bundle for a single Software Product. These licenses may not be
split across multiple Software Products and are required to reside on a single licensed Server.
16. “License Fee” shall mean the monetary amount paid by You to Vestec and/or its suppliers for the Software Product.

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17. “Maintenance Fee” shall mean the monetary amount paid by You to Vestec – on an annual, per Port Software bases – for
(if any) upgrades (including, but not limited to, bug fixes, hot fixes, software patches, and service packs) to the Software
Product after one year from the receipt of the original Software Product. You acknowledge that (a) participation in the
maintenance program for the Software Product is optional, and (b) You may cancel your participation in the maintenance
program for the Software Product for any year by not paying the Maintenance Fee for that year.

2) GRANT OF LICENSE.

Vestec hereby grants You the "License" to use the Software Product. The License for the Software Product being granted to You by
Vestec is strictly nontransferable and strictly non-exclusive. In addition, the License being granted does not provide You with any
rights whatsoever to sublicense the Software Product.

1. Prohibition of Multiplexing or Pooling. This License Agreement prohibits the practice of using software or hardware to
reduce the number of Devices accessing or utilizing the Port Software. (This practice is sometimes referred to as
“multiplexing” or “pooling”). You acknowledge that use of hardware or software to reduce the number of Devices that
directly access or utilize the Port Software does not - and will not - reduce the number of Port Access Licenses required by
You for the Software Product. You agree that the number of Port Access Licenses required to be purchased by You shall be
equal to the number of distinct inputs that You are feeding to the multiplexing or pooling software of hardware.
2. Execution of Software. This Software Product can be operated or executed under a wide variety of configurations. You
acknowledge that you shall execute the Product Software only and only within the maximum equipment configuration for
which You paid the License Fee. You further agree that: (a) You shall execute the Product only on a single Licensed
System, and that (b) You shall not engage in concurrent execution of the Software Product on two or more systems. You
acknowledge that concurrent execution of the Software Product on two or more systems is strictly prohibited under the
terms of this License Agreement.
3. Installation of Port Software. You acknowledge that – at any given time – You are authorized to install one and only one
copy of the Port Software on one Server to the used by the Licensed System.
4. Usage of Port Software. This License Agreement authorizes You to use one and only one copy of the Port Software on one
Server, unless you have purchased a License Pack for the Software Product. You agree that – unless You have purchased a
License Pack – You will use one and only one copy of the Port Software on one Server. You further acknowledge that this
Software Product is (a) licensed as a single product only, and that (b) components of the Port Software cannot be separated
by You for use on more than one Server.
5. Requirement of Port Access Licenses. This Software Product is designed to require one Port Access License for each
unique Device that accesses or utilizes the services or functionality of the Server Software. You acknowledge that – unless
You have purchased a License Pack – You shall purchase a separate Port Access License for each unique Device that
accesses or otherwise utilizes the services or functionality of the Server Software. You further acknowledge that this shall
necessarily be the case whether You use the Port Software or any other software for facilitating, maintaining, or otherwise
effecting communication between the Device and the Server Software.
6. Software Updates or Supplements. Vestec and its suppliers may update or supplement this Software Product at any time
via release of additional software. You acknowledge that (a) any software – at any time – provided to You by Vestec or
suppliers that updates or supplements the original Software Product is part of the Software Product, and that (b) the
software updates or supplements shall be governed by this License Agreement, unless specifically stated otherwise in
documentation accompanying release of software updates or supplements.
7. Other Licensed Software. You may be provided with software that comes with its own end-user agreement. You agree that
if You are provided with software that comes with a separate end-user agreement, Your use of that software will be
governed by the terms of the end-user agreement for that software. However, if this License Agreement defines the terms
for use of such software, then the terms set forth in this License Agreement shall be applicable to that software as well.
8. Archival Copies. This License Agreement permits You to make one and only one copy of the User Documentation for the
Software Product for access on the Licensed System. As per copyright laws of Canada and the United States, You are
allowed to make archival or backup copies of the Software Product and its User Documentation. However, You agree that
any such archival or backup copies of the Software Product or its User Documentation – whether partial or complete –
made by You shall include: (a) copyright and all other legal notices, (b) other proprietary notices, and (c) notices required
by various governmental entities. You further agree that You shall affix aforementioned notices on all transmissions –
whether partial or complete – of the Software and the User Documentation. You further acknowledge that except as
authorized under this paragraph of the Licensing Agreement, neither You nor any person under Your control or authority
has any right to make any copies – whether partial or full – of the Software Product or its User Documentation.

3) OTHER RIGHTS AND LIMITATIONS.

1. Notice Requirement for Users. The terms and conditions of this License Agreement must be shared with and understood by
all users of the Software Product. You agree that all users of the Software Product in Your organization will be informed
promptly and accurately by You of the terms and conditions of this License Agreement.

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2. Prohibition on Reverse Engineering, Decompilation, Disassembly, and Deconstruction. This Software Product contains
valuable proprietary, unpublished, intellectually property of Vestec. You agree that shall not decompile, deconstruct,
disassemble, or reverse engineer the Software Product or any of its components, except and only to the extent that
applicable law expressly permits such activities notwithstanding this limitation.
3. Prohibition on Performance or Benchmark Testing. You understand that you are prohibited from disclosing the results of
any benchmark or performance testing of the Software Product to any third party without prior written approval from
Vestec. You further acknowledge that you cannot obtain approval for disclosure to third parties of any type of performance
or benchmark testing of the Software from any of Vestec’s suppliers.
4. Software Availability on Multiple Media. Vestec and its suppliers may provide the Software Product in more than one
medium for Your convenience. You agree that You must use one and only one medium (containing the Software Product)
for your single Licensed System. You further acknowledge that you are not authorized to (a) use the other medium for
another computer or computer system, and/or (b) lease, rent, loan, or transfer the other medium in any manner whatsoever
to any other user.
5. Rental of Software. This Licensing Agreement strictly forbids renting, leasing, or lending of the Software Product.
6. Transfer Authorization for Port Software. You agree that you may not transfer the Port Software from the Licensed System
to another computer without prior written approval of Vestec or its supplier. You further acknowledge that (a) any transfer
of the Port Software (after appropriate written authorization) to another computer shall be accompanied by complete
removal of the Port Software from the Licensed System from which it is transferred, and (b) if the written transfer
authorization was obtained from any supplier of Vestec, you will instruct that supplier – in writing – to forward a written
notice of the Port Software transfer authorization to Vestec.
7. Port Software Transfer Fee. You acknowledge that Vestec reserves the right to charge a nominal fee for granting written
authorization for transfer of Port Software to another computer.
8. Software Version. The name of this Software Product consists three parts: (a) product type (for example, “Vestec ASR”),
(b) product model (for example, “Standard Edition”), and (c) a version number (for example, “1.0”). (The full name of the
Software Product under the aforementioned description shall be “Vestec ASR Standard Edition 1.0”). You agree that this
License Agreement permits installation by You of only one copy of the Port Software with the same (or a lower) version
number (for the given product type and model) as the Port Software version number displayed on the Licensed System.
9. Software Upgrades. Vestec may directly – or indirectly through its suppliers – provide upgrades to the Software Product
from time to time. You acknowledge that (a) in order to use a Software Product that has been identified as an upgrade, You
must be properly licensed; (b) the upgrade shall supplement or replace the Software Product that formed the bases for Your
upgrade eligibility; (c) the upgrade may disable the original Software Product that formed the bases for Your upgrade
eligibility; (d) this Licensing Agreement will continue to govern the use of the resulting Software Product after the
upgrade; (e) there shall be a separate annual fee – called Maintenance Fee, as defined above – for delivery of upgrades (if
any) after one year of receipt of the Software Product; and (f) Your eligibility for upgrades shall be limited to upgrades for
the product type and model of the Software Product for which you paid the License Fee; only upgrades to higher version
numbers of the same product type and model will be permissible upon payment of the Maintenance Fee.
10. Software Upgrade Fee. You acknowledge that Vestec reserves the right to charge a Maintenance Fee – on an annual, per
Port Software bases – for upgrades (if any) after one year from the date of receipt of the Software Product. You further
acknowledge that You shall have access to upgrades (if any) only during the 12-month period (after one year of receipt of
the original Software Product) for which you paid the Maintenance Fee.
11. Software Copy for Reinstallation. The original media containing the Software Product provided to You by Vestec or its
suppliers may be preserved after installation of one copy of the Software Product (in accordance with the terms of this
License Agreement) provided the preservation of the original media is exclusively for archival or reinstallation purposes.
You agree that any preserved original media can be used for reinstallation of the Software Product only and only on the
same computer as the one used for the original installation of the Software Product. You further acknowledge that use of
any preserved original media for reinstallation of the Software Product on another computer without written Transfer
Authorization from Vestec of its supplier is strictly forbidden.
12. Data Usage Consent. As part of Vestec Support Services (if any), You may provide technical information to Vestec. You
agree that Vestec may utilize any information provided by You as part of Vestec’s Support Services (if any) for changing,
redesigning, fixing, or otherwise improving the Software Product. In addition you acknowledge that the information
provided by You as part of Vestec’s Support Services (if any) may be utilized by Vestec for future research and
development as well as creation of new products or services. Irrespective of the particular usage of such information,
Vestec will never personally identify You as the source of the information.

4) THIRD-PARTY CONTENTS

This Software Product includes portions of software called "Large Vocabulary Continuous Speech Recognition Engine Julius"
(including Julian) being developed at Kawahara Lab., Kyoto University, Shikano Lab., Nara Institute of Science and Technology,
and Julius project team, Nagoya Institute of Technology (collectively referred to herein as the "Licensers"). Julius was funded by
the Advanced Information Technology Program Project of Information-technology Promotion Agency (IPA), Japan for three years
since 1997.

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The Licensers reserve the copyright thereto. However, as long as you accept and remain in strict compliance with the terms and
conditions of the license set forth herein, you are hereby granted a royalty-free license to use "Large Vocabulary Continuous Speech
Recognition Engine Julius" including the source code thereof and the documentation thereto (collectively referred to herein as the
"Software"). Use by you of the Software shall constitute acceptance by you of all terms and conditions of the license set forth
herein.

This is an English translation of the Japanese original license. The original Japanese license is available at the link below:
http://julius.sourceforge.jp/LICENSE.txt

TERMS AND CONDITIONS OF LICENSE

1. So long as you accept and strictly comply with the terms and conditions of the license set forth herein, the Licensers will
not enforce the copyright or moral rights in respect of the Software, in connection with the use, copying, duplication,
adaptation, modification, preparation of a derivative work, aggregation with another program, or insertion into another
program of the Software or the distribution or transmission of the Software. However, in the event you or any other user of
the Software revises all or any portion of the Software, and such revision is distributed, then, in addition to the notice
required to be affixed pursuant to paragraph 2 below, a notice shall be affixed indicating that the Software has been
revised, and indicating the date of such revision and the name of the person or entity that made the revision.

2. In the event you provide to any third party all or any portion of the Software, whether for copying, duplication,
adaptation, modification, preparation of a derivative work, aggregation with another program, insertion into another
program, or other use, you shall affix the following copyright notice and all terms and conditions of this license (both the
Japanese original and English translation) as set forth herein, without any revision or change whatsoever.

Form of copyright notice:

Copyright (c) 1997-2000 Information-technology Promotion Agency, Japan


Copyright (c) 1991-2007 Kawahara Lab., Kyoto University
Copyright (c) 2000-2005 Shikano Lab., Nara Institute of Science and Technology
Copyright (c) 2005-2007 Julius project team, Nagoya Institute of Technology

Voice Enabling Systems Technology, Inc based in Waterloo, Canada revised Julius software during 2004-09.

3. When you publish or present any results by using the Software, you must explicitly mention your use of "Large
Vocabulary Continuous Speech Recognition Engine Julius".

4. The Licensers are licensing the Software, which is the trial product of research and project, on an "as is" and royalty-free
basis, and makes no warranty or guaranty whatsoever with respect to the Software, whether express or implied, irrespective
of the nation where used, and whether or not arising out of statute or otherwise, including but not limited to any warranty
or guaranty with respect to quality, performance, merchantability, fitness for a particular purpose, absence of defects, or
absence of infringement of copyright, patent rights, trademark rights or other intellectual property rights, trade secrets or
proprietary rights of any third party. You and every other user of the Software hereby acknowledge that the Software is
licensed without any warranty or guaranty, and assume all risks arising out of the absence of any warranty or guaranty. In
the event the terms and conditions of this license are inconsistent with the obligations imposed upon you by judgment of a
court or for any other reason, you may not use the Software.

The Licensers shall not have any liability to you or to any third party for damages or liabilities of any nature whatsoever
arising out of your use of or inability to use the Software, whether of an ordinary, special, direct, indirect, consequential or
incidental nature (including without limitation lost profits) or otherwise, and whether arising out of contract, negligence,
tortuous conduct, product liability or any other legal theory or reason whatsoever of any nation or jurisdiction.

5. This license of use of the Software shall be governed by the laws of Japan, and the Kyoto District Court shall have
exclusive primary jurisdiction with respect to all disputes arising with respect thereto.

6. Inquiries for support or maintenance of the Software, or inquiries concerning this license of use besides the conditions
above, may be sent to Julius project team, Nagoya Institute of Technology, or Kawahara Lab., Kyoto University.

5) TITLE AND INTELLECTUAL PROPERTY RIGHTS.

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1. Ownership of Title and Intellectual Property Rights. The title, ownership rights, and intellectual property rights in the
Software Product shall remain in Vestec and its suppliers or licensors.
2. Obligations to Protect Title and Intellectual Property Rights. You acknowledge the title, ownership and intellectual
property rights of Vestec and its suppliers or licensors in this Software Product and agree not to take any action to
jeopardize, limit or interfere in any manner whatsoever with Vestec’s or its suppliers’ or licensors’ ownership of or rights
with respect to the Software Product.
3. Copyright and Other Protection. This Software Product is protected by copyright and other intellectual property laws and
by international treaties.
4. Ownership of Title and Intellectual Property Rights in Copies. For all the copies of the Software Product that You are
permitted to make in accordance with this License Agreement, You acknowledge that all title and intellectual property
rights 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) shall remain in Vestec and/or its suppliers or licensors.
5. Third-Party Content. You acknowledge that (a) the content that may be accessed through the Software Product is the
property of the content owner; (b) such content may be protected by applicable copyright and intellectual property laws and
treaties; and (c) this License Agreement does not grant you any rights whatsoever to such third-party content that may be
accessed through the Software Product.
6. Printing Rights. You may print one copy of any electronic documentation accompanying the Software Product. You may
not copy the printed materials accompanying the Software Product.

Vestec reserves all rights not expressly granted.

6) CONFIDENTIAL INFORMATION.

1. Proprietary and Unpublished Information. This Software Product contains proprietary, unpublished information such as
algorithms, innovations, designs, and concepts (collectively “Confidential Information”).
2. Protection of Confidential Information. You acknowledge the existence of Confidential Information in this Software
Product as well as the protection of Confidential Information in this Software Product under trade secret law. You further
agree to take all reasonable precautions necessary to protect the confidentially of the Confidential Information in this
Software Product and to hold Confidential Information in this Software Product in confidence.
3. Limitation on Disclosure of Confidential Information. You agree that you will not disclose, provide or otherwise make
available Confidential Information related to the Software Product in any form to anyone other than your employees or
Vestec’s employees. You further acknowledge that this provision shall survive any cancellation or termination of this
License Agreement.
4. Obligations After Agreement Termination. Upon termination or cancellation of this License Agreement, Your obligations
with respect to Confidential Information under this License Agreement shall continue for five (5) years from the date of
termination or cancellation of this License Agreement.
5. Use and Disclosure of Information. The provisions of this License Agreement notwithstanding, you shall have the right to
use or disclose any information which: (a) through no wrongful act or breach by You, is or becomes generally available to
the public; (b) prior to acquiring the Software Product from Vestec or its suppliers, was in Your possession; (c) was not
acquired directly or indirectly from Vestec or others under an obligation of confidentiality; or (d) is or was made available
independently by a third party to You without an obligation of secrecy, provided the third party did not acquire it directly
or indirectly from Vestec.

7) LIMITED WARRANTY.

1. Product Warranty. This Software Product comes with a ninety (90)-day limited warranty. Vestec and its suppliers warrant
that for a period of ninety (90) days only beginning from the date of receipt, the Software product will perform
substantially in accordance with accompanying documentation and other written materials.
2. Warranty Expiration. You acknowledge that after expiration of the aforementioned ninety (90)-day limited warranty
period, the Software Product does not have any warranty or condition of any kind whatsoever. In particular, You agree that
after expiration of the ninety (90)-day limited warranty period, any supplements or updates (including, but not limited to,
bug fixes, hot fixes, software patches, and service packs) to the Software Product provided to You by Vestec or its
suppliers are not covered by any warranty or condition, express or implied.
3. Liability and Remedy. The entire liability of Vestec and its suppliers to You for the Software Product and Your exclusive
remedy for any issues with the Software Product shall be, at Vestec’s sole discretion: (a) reimbursement of the price paid
for the Software Product, or (b) repair or replacement of the Software Product. The remedy elected by Vestec at its sole
discretion will be given to You free of charge [except as noted under Remedy Related Expenses below].
4. Remedy Related Expenses. You agree that You will be responsible for any expenses that you many incur during delivery
of aforementioned remedy such as, but not limited to: (a) the cost of shipping the Software Product to Vestec, (b) the cost
of Software Product installation, and/or (c) the cost of Software Product VAR (Value-Added Reseller) services.
5. Proof of Purchase. Submission of proof of purchase is necessary for receipt of remedy under the limited warranty.

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6. Warranty Cancellation. You agree that if the failure of the Software Product results for abuse, abnormal use, accident,
misuse, misapplication, or a virus, this Limited Warranty shall be void.
7. Replacement Product Warranty. You agree that any replacement Software Product issued to You by Vestec or its suppliers
will be warranted for the longer of the remainder of the original Limited Warranty period or thirty (30) days.

8) WARRANTY DISCLAIMER.

1. Faults and Defects. This Software Product may not be free of faults or defects and is neither designed nor intended for use
in fail-safe environments where technology failures could lead to personal injury, death, physical damage, environmental
damage, business loss, or customer loss.
2. Limited Warranty. The above noted Limited Warranty is the only express warranty made to You by Vestec and its
suppliers. The Limited Warranty is provided in lieu of any other warranties - express or implied - created by any
documentation or packaging for the Software Product. You acknowledge that the Software Product as well as related
Support Services (if any) are provided to You by Vestec and its suppliers on a strictly “AS IS” bases and with all their
faults and defects.
3. Other Software Product Warranties. You acknowledge that Vestec and its suppliers disclaim all other warranties and
conditions, either express, implied, or statutory, including - but not limited to - any implied warranties or conditions: (a) of
lack of negligence or lack of workmanlike effort; (b) of fitness for a particular purpose; (c) of merchantability; (d) of
accuracy or completeness of responses; (e) of performance results; (f) of lack of computer viruses; and (g) of all with
regard to the Software Product.
4. Other Support Services Warranty. You acknowledge that Vestec and its suppliers disclaim all other warranties and
conditions, either express, implied, or statutory for the provision of or failure to provide Support Services (if any).

The warranty obligations of Vestec set forth herein cannot be altered or exceeded by any agent of Vestec.

9) REMEDY LIMITATIONS.

1. Damage Liability. In the event that You incur any type of damage or damages for whatever reason during use, attempted
use, misuse, or failure to use the Software Product, You agree that the entire liability of Vestec and its suppliers shall be
limited to the greater of US $1.0 or the amount paid by You for the Software Product.
2. Damage Remedy. You further agree that Your sole remedy (except for any remedy of repair or replacement elected by
Vestec at its sole discretion with respect to any breach of the aforementioned Limited Warranty) for any type of damage or
damages that You incur for whatever reason during use, attempted use, misuse, or failure to use the Software Product, shall
be limited to the greater of US $1.0 or the amount paid by You for the Software Product.
3. Remedy Failure. The foregoing limitations, exclusions, and disclaimers shall apply to the maximum extent permitted by
applicable law. This will necessarily be the case even if any remedy fails its essential purpose.

10) DAMAGES EXCLUSIONS.

1. No Damage(s) Risk Assumption for Software Product. You acknowledge that the License Fee charged by Vestec and/or its
suppliers for the Software Product cannot be construed by You as consideration for assumption by Vestec and/or its
suppliers of the risks of any incidental or consequential damages whatsoever from Your use, misuse, attempted use, or
failure to use the Software Product.
2. No Damage(s) Liability for Software Product. You further acknowledge that to the maximum extent permitted by
applicable law, neither Vestec nor its suppliers will be held liable under any circumstances whatsoever for any direct,
indirect, incidental, or consequential damages to You on account of, or in some way related to, Your use, attempted use,
misuse, or inability to use the Software Product. Such damages to You can include, but are not limited to: (a) loss of
information (confidential or otherwise), (b) business interruption, (c) loss of clients or customers, (d) personal injury or
death, (e) loss of profits, (f) failure to fulfill business obligations, (g) failure to meet duty including of good faith or
reasonable care, (h) loss of privacy, or (i) any other pecuniary or other loss.
3. No Damage(s) Liability for Support Services. You acknowledge that to the maximum extent permitted by applicable law,
neither Vestec nor its suppliers will be held liable under any circumstances whatsoever for any direct, indirect, incidental,
or consequential damages to You on account of, or in some way related to, provision of or failure to provide Support
Services (if any) under or in connection with any provision of this License Agreement. This would necessarily be the case
if Vestec or any of its suppliers has been advised of the potential for damages to You. Potential damages to You related in
any way to provision of or failure to provide Support Services (if any) can include, but are not limited to: (a) loss of
information (confidential or otherwise), (b) business interruption, (c) loss of clients or customers, (d) personal injury or
death, (e) loss of profits, (f) failure to fulfill business obligations, (g) failure to meet duty including of good faith or
reasonable care, (h) loss of privacy, or (i) any other pecuniary or other loss.

11) AGREEMENT TERMINATION.

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1. Termination Right. You agree that Vestec and its suppliers reserve the right to terminate this License Agreement in the
event of Your failure to comply with any of the terms and conditions of this License Agreement.
2. Other Rights. You acknowledge that exercise by Vestec and/or its suppliers of their right to terminate this License
Agreement in the event of Your failure to comply with any of the terms and conditions of the License Agreement shall not
prejudice any other rights of Vestec and/or its suppliers.
3. Post-Termination Responsibilities. Should Vestec and/or any of its suppliers terminate this License Agreement (in the
event of Your failure to comply with any of the terms and conditions of the License Agreement), You acknowledge that
You must: (a) immediately stop using the Software Product; (b) uninstall the Software Product; and (c) destroy all copies
and components of the Software Product. You further acknowledge that following receipt of termination notice of the
Licensing Agreement from Vestec and/or its suppliers, You shall certify to Vestec and/or its supplier (as appropriate) – in
writing, within five (5) business days – that you have fulfilled the aforementioned post-termination responsibilities and
obligations.

12) US GOVERNMENT END USERS.

By accepting delivery of the Software Product, the government of the United States of America (“government”) or by any prime
contractor or subcontractor (at any tier) under any grant, contract, cooperative agreement, or other activity with the government,
acknowledges and agrees to the following:

1. This Software Product qualifies as “commercial” computer pursuant to applicable government procurement acquisition
regulation(s).
2. Government’s use and disclosure of the Software Product shall be governed by the terms and conditions of this License
Agreement.
3. In the event of a conflict between any provisions of this Agreement and government’s contractual terms or conditions, the
terms and conditions of this License Agreement shall supercede any conflicting contractual terms or conditions.
4. In the event that this License Agreement is inconsistent in any respect with the federal law of the United States or
otherwise fails to meet government’s needs, the government agrees (a) not to use the Software Product, and (b) return the
unused Software Product to Vestec or its suppliers.

The following additional statement applies only to acquisitions governed by DFARS Subpart 227.4 (October 1988): “Restricted
Rights—Use, duplication, and disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the
Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 (Oct. 1988).” In the event any of the above
referenced agency regulations is amended or replaced, the equivalent successor regulation shall apply instead.

Manufacturer is listed below. Unpublished rights are preserved under copyright laws of the United States.

13) LICENSEE OUTSIDE UNITED STATES AND CANADA.

You acknowledge that if You are located outside of the U.S. or Canada: (a) The License Agreement and all related documentation is
and shall be in English; (b) You shall be responsible for complying with any local laws in Your jurisdiction which might affect
Your right to import, export or use the Software Product; (c) You represent that you have complied with any regulations or
registration procedures required by applicable law to make this License Agreement enforceable.

14) GENERAL PROVISIONS.

Other provisions of this Licensing Agreement are as follows:

1. Agreement Contents. This Agreement constitutes the entire agreement between You and Vestec relating to the Software
Product and the Support Services (if any). It supercedes any and all prior or contemporaneous proposals, representations,
oral communications, and/or written communications regarding the Software Product or any other subject matter of this
License Agreement. In the event that there appears to be a conflict between any policies of Vestec or its Support Services
(if any) with the terms and conditions of this License Agreement, You agree that the terms of this License Agreement shall
be paramount and shall control.
2. Agreement Amendment. This License Agreement can be amended only in writing that is signed by both parties. The laws
of the Province of Ontario, Canada – excluding its conflict of law provisions – shall govern this Agreement, except to the
extent that applicable law requires otherwise.
3. Dispute Resolution. All disputes relating to this License Agreement – except any disputes related to Vestec’s intellectual
property rights – shall be subject to final and binding arbitration pursuant to the commercial arbitration rules of the
Arbitration and Mediation Institute of Canada. Such arbitration will take place only in Toronto, Canada and only under the

7
auspices of a single arbiter pursuant to the commercial arbitration rules of the Arbitration and Mediation Institute of
Canada. The losing party will be obligated to pay all costs associated with the arbitration.
4. Unenforceable Provision. In the event any provision of this License Agreement is held to be unenforceable or illegal by a
court with competent jurisdiction, Vestec shall attempt to modify that provision to the extent necessary – without losing its
intent - to make it enforceable. If no such modification of the provision is possible, that provision will be removed from
this License Agreement. Removal of a provision from the License Agreement under such circumstances shall not impact
the full force and effect of the remaining provisions in the License Agreement.
5. Rights Enforcement. You acknowledge that the failure of either party to enforce any rights granted under this License
Agreement or to take action against the other party in the event of any breach whatsoever of the terms of this License
Agreement shall not be deemed to be a waiver by that party as to subsequent enforcement of rights or subsequent actions in
the event of future breaches. You further acknowledge that in the event any terms of this License Agreement are declared
to be unenforceable or void by a court of competent jurisdiction, such declaration shall have no effect on the remaining
provisions of the Licensing Agreement.
6. Post-Termination Provisions. This License Agreement contains certain provisions that require or contemplate performance
after the expiration or termination of the Agreement. You acknowledge that such provisions shall be enforceable
notwithstanding expiration or termination of the Licensing Agreement for the Software Product.
7. Agreement Transfer. Neither this License Agreement nor any of the rights or obligations expressed herein can be assigned
or otherwise transferred by operation of law by You to anyone, except to an acquirer of Your business in the case of a
merger or the sale of all or substantially all of Your assets to such acquirer.
8. Reference Lists and Press Release. Vestec may use Your name in any customer reference lists for (but not limited to)
marketing, business development, and investor reporting purposes. In addition, Vestec may use Your name in any press
release regarding the licensing of the Software Product. Vestec shall have no obligation whatsoever to inform You of use
of Your name in its reference lists and/or press releases.
9. Controlling Language. The controlling language of this License Agreement is English. If any interpreters are necessary,
You agree to bear any and all costs for as well as associated risks of interpretation of the original English-based License
Agreement. In the event You have been provided with a translated copy of the License Agreement by Vestec or its
suppliers, You acknowledge that such translation is for Your convenience only and does not replace the original source
English in the License Agreement.
10. Section Headings. The headings to the sections of this License Agreement are used for convenience only and shall have no
substantive meaning.

15) QUESTIONS?

Should You have any questions concerning this License Agreement, or should You wish to contact Voice Enabling Systems
Technology, Inc. for any reason, please send your communication to: VP Business Development, Vestec, Suite 1, Waterloo, ON
N2L 3L2 Canada. The VP Business Development can also be reached at the telephone number (519) 885-7615.

July 14, 2009 Voice Enabling Systems Technology, Inc.

Copyright © 2009 Voice Enabling Systems Technology, Inc. All rights reserved.