NON-COMMERCIAL SOURCE CODE AGREEMENT
PLEASE READ THE FOLLLOWING LICENSE AGREEMENT CAREFULLY. By using the User Name and Password included with this agreement to access a software download, you will indicate your acceptance of the entire agreement and will be bound to use the downloaded software (the "Software" only in accordance with the terms and conditions of this agreement. AT&T, on behalf of itself and its related companies (collectively "AT&T" is willing to grant you a right to use the Software pursuant to the following terms.
- AT&T grants you a royalty-free, non-exclusive, non-transferable, personal right to use the Software for a Non-Commercial Purpose. As part of that use, you may make copies of the Software and prepare derivative works based upon the Software (the "Derivative Works" provided that (i) all copies of the Software retain the copyright notices appearing in the Software, (ii) you treat the Derivative Works as Software under this agreement, and (iii) the Derivative Works conspicuously display, and any corresponding documentation include, the following: "This program contains certain software code or other information ("AT&T Software") proprietary to AT&T Laboratory Inc. and its affiliates ("AT&T"). The AT&T Software is provided to you "AS IS". YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR USE OF THE AT&T SOFTWARE. AT&T DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. © AT&T. All rights reserved. "AT&T" is a registered trademark of AT&T Intellectual Property.
- "Non-Commercial Purpose" means use of the Software and any Derivative Works solely for education or research. "Non-Commercial Purpose" excludes, without limitation, any use of the Software or any Derivative Works for, as part of, or in any way in connection with a product (including software) or service that will be sold, offered for sale, licensed, leased, loaned, rented or otherwise made available commercially.
- You shall not distribute or disclose the Software and Derivative Works ("Confidential Information") to any third party and shall protect the Confidential Information from use by and disclosure to others, using the same degree of care used to protect your own confidential or proprietary information, but in any case using no less than a reasonable degree of care. You shall return or destroy all copies of the Confidential Information upon written request from AT&T or termination of this agreement, and shall not retain the Confidential Information in any form after such destruction or return. If you (i) are required by law to disclose Confidential Information per the advice of counsel, (ii) give AT&T notice of such requirement, and (iii) cooperate with AT&T in seeking arrangements with the party requiring such disclosure to protect the confidentiality of the Confidential Information, you may furnish only that minimal portion of the Confidential Information which is legally required. Confidential Information shall not include any information that is generally known to the public without breach of this agreement by you.
- Notwithstanding any other provision in this agreement, no rights or licenses are granted under this agreement, and no provision of this agreement shall be construed as conferring by implication, estoppel or otherwise any license or right to you under any claim in any patent of AT&T now or hereafter existing unless such claim is completely embodied in the Software (in the case of an apparatus claim) or such claim is completely performed by execution of the Software (in the case of a method claim) in either case, without the need for any additional product, hardware, service, development, modification, software or programming. For the avoidance of doubt, you shall not reproduce, use or prepare derivative works based upon the Software for any purpose other than a Non-Commercial Purpose.
- You grant to AT&T and its affiliates, a fully paid-up, non-exclusive, perpetual, worldwide, irrevocable license, with the right to sublicense, under patents and any other rights licensable by you related to the Software and/or the Derivative Works. This license shall include the right to make, have made, use, sell, offer to sell, and import any products, services, or combinations of products or services, and to reproduce, create derivative works of, distribute, publicly display and publicly perform the Software and/or Derivative Works. You hereby release AT&T, its affiliates, its customers and its licensees from any act that occurred prior to your grant of the foregoing license and that would have been licensed had such license been in effect at the time of such act. This license and release shall survive any termination of this agreement. Upon AT&T's request, you will furnish to AT&T source code copies of each Derivative Work you create.
- This agreement is personal between AT&T and you. You may not accept this agreement on behalf of any company, corporation or other organization. No ownership interest in the Software is transferred to you. AT&T may assign or transfer to any company or person, or grant to any company or person a license or sublicense under, all or any part of its interest in any rights to the Software, this agreement or any license or right granted to AT&T pursuant to this agreement. You may not assign, transfer or sublicense your rights without AT&T's written consent. Upon notice from AT&T, you shall inform AT&T of all uses and copies made of the Software and Derivative Works.
- AT&T may terminate this agreement at any time by sending to the e-mail address that you provided in order to gain access to the Software, or by posting on the web site for the Software (the "Web Site") written notice of termination. If the Web Site indicates the duration of your rights (e.g., a 90 day evaluation), then this agreement shall automatically terminate at the end of the period indicated. Termination shall be effective as provided in the notice.
- You acknowledge that the Software is subject to U.S. export laws and regulations and any use or transfer of such Software must be authorized under those regulations. The obligations of this written assurance shall survive the term of this or any other related agreement.
- AT&T and its affiliates have 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 AND ITS AFFILIATES DO 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 OR ITS AFFILIATES 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, ITS AFFILIATES 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 OR ITS AFFILIATES FOR ANY LOSS OR DAMAGE RELATING TO THE SOFTWARE, INCLUDING 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. 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 AND ITS AFFILIATES’ LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
- You shall indemnify and hold harmless AT&T, its affiliates and authorized representatives against any claims, suits or proceedings asserted or commenced by any third party and arising out of, or relating to, your exercise of the rights granted to you pursuant to this agreement. This obligation shall include indemnifying against all damages, losses, costs and expenses (including attorneys' fees) incurred by AT&T, its affiliates and its authorized representatives as a result of any such claims, suits or proceedings, including any costs or expenses incurred in defending against any such claims, suits, or proceedings.
- This agreement shall be governed by and construed in accordance with the laws of the State of Texas, USA, applicable to agreements made and to be performed wholly in that state without regard to its conflicts of law rules. You agree that any legal action or proceeding between AT&T, its affiliates and you for any purpose concerning this agreement, the Software, the Derivative Works or any obligations hereunder shall be brought exclusively in a federal or state court of competent jurisdiction sitting in Northern District of Texas. Any claim or cause of action you may have with respect to this agreement, the Software, the Derivative Works or any obligations hereunder 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.
PLEASE READ THE FOREGOING LICENSE AGREEMENT CAREFULLY. By successfully entering the following User Name and Password, the software will be available for downloading and you will be bound to this agreement. Successfully entering the User Name and Password includes, but is not limited to: clicking the "OK" button or typing the ENTER key in the password prompt window; passing the User Name and Password or an encoding thereof to a browser or other HTTP or FTP interface.
When prompted for license agreement authorization use this User Name:
I accept nc_code_agreement
and this Password:
Download AT&T Statistical Dialog Toolkit