PLEASE READ THIS LICENSE AGREEMENT CAREFULLY BEFORE USING ANY OGI-TTS SOFTWARE or DATA FILES. 1. Grant: The Oregon Graduate Institute of Science & Technology ("OGI") hereby grants to you an irrevocable, nonexclusive, nontransferable, perpetual, royalty-free and worldwide license (the "License") to use its TTS source code and voice data files (the "Software") solely for educational, research, personal, or evaluation purposes, in accordance with Paragraph 2 below and subject to the terms and conditions of this License Agreement (the "Agreement"). The License entitles you to use the Software to conduct research or education in spoken language systems and to create computer or communications applications, whether implemented in software or hardware, that enable users to control systems or access information using spoken utterances. The License expressly precludes you from using the Software to create works that enable others to create such applications. 2. Limitations on Use: The License is limited to noncommercial use. Noncommercial use relates only to educational, research, personal, or evaluation purposes. Any other use is commercial use. You may not use the Software in connection with any business activities. You may distribute and/or allow others to use a) the Software or b) the applications you create with the Software only if each new user is bound by the provisions of this Agreement. 3. Copies: You may copy OGI copyrighted material only as reasonably necessary for your licensed use. You agree to reproduce OGI's copyright notice on all copies of OGI copyrighted material. 4. Ownership: The Software and the accompanying documentation are licensed, not sold, to you. The Software is a proprietary product of OGI and is protected under U.S. copyright law and international treaty revisions. OGI retains all rights not specifically granted to you hereunder, including ownership of the Software and all copyrights, trade secrets, or other intellectual property rights in the Software and any accompanying information. 5. Publication Credit: You agree to acknowledge OGI's Center for Spoken Language Understanding with appropriate citations in any publication or presentation containing research results obtained in whole or in part through the use of the Software. 6. Term of License: The License is effective upon receipt by you of the Software and shall continue until terminated. The License will terminate immediately without notice by OGI if you fail to comply with the terms and conditions of this Agreement. Upon termination of this License, you shall immediately discontinue all use of the Software provided hereunder, and return to OGI or destroy the original and all copies of all such Software. All of your obligations under this Agreement shall survive the termination of the License. 7. Warranty: OGI MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY, USE, OR PERFORMANCE OF THIS SOFTWARE OR ABOUT ANY CONTENT OR INFORMATION MADE ACCESSIBLE BY THE SOFTWARE, FOR ANY PURPOSE. THE SOFTWARE IS PROVIDED "AS IS," WITHOUT EXPRESS OR IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT WITH RESPECT TO THE SOFTWARE. OGI IS NOT OBLIGATED TO SUPPORT OR ISSUE UPDATES TO THE SOFTWARE. 8. Limitation on Liability: This Software is provided free of charge and, accordingly, OGI shall not be liable under any theory for any damages suffered by you or any user of the Software. UNDER NO CIRCUMSTANCES SHALL OGI BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER ECONOMIC LOSS OR COMMERCIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THIS SOFTWARE, EVEN IF OGI SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY THIRD-PARTY CLAIMS. 9. Indemnification: You agree to hold harmless, indemnify, and defend OGI, its Trustees, officers, employees, and agents from and against any loss, damage, liability, claim of loss, lawsuit, cause of action, or other claim asserted against them or any of them arising out of, or in any way connected with, your performance of any activity hereunder. 10. U.S. Government Restricted Rights: Use, duplication or disclosure by the Government is subject to restrictions set forth as subparagraphs (a) through (d) of the Commercial Computer-- Restricted Rights clause at FAR 52.227-19, when applicable, or in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, and in similar clauses in the NASA FAR Supplement. Contractor/Manufacturer is the Oregon Graduate Institute of Science & Technology, P.O. Box 91000, Portland, Oregon 97291-1000. 11. Export Controls: You agree that the Software will not be shipped, transferred, or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions, or regulations. 12. Disputes/Arbitration: This Agreement shall be governed under the laws of the state of Oregon. Any dispute between the parties arising out of or relating to this Agreement will be submitted to binding arbitration in Portland, Oregon, pursuant to the Commercial Arbitration Rules of the American Arbitration Association, and judgment on the award may be entered in any court of competent jurisdiction; provided, however, that either party may seek preliminary injunctive or other equitable relief pending arbitration to prevent irreparable harm. The prevailing party in any arbitration or litigation shall be entitled to recover all reasonable expenses thereof, including attorney's fees in connection with such proceedings or any appeal thereof. 13. Entire Agreement: This Agreement contains the entire agreement between the parties with respect to the subject matter hereof, and it shall not be modified or amended except by an instrument in writing signed by both parties hereto.