NICE SYSTEMS INC.
END-USER LICENSE AGREEMENT
1.
GRANT OF LICENSE FOR REGISTERED USERS. NICE grants you a non-exclusive, perpetual
license to use the program with which this license is distributed (the “Software”), including any
documentation files accompanying the Software (“Documentation”) on a single server (if the Software is
server based) or a single personal computer (if the Software is PC based) to support up to the number of
simultaneous users for which you have paid the license fee, and to make one backup copy of the Software,
provided that (i) the Software is installed on only one server or personal computer; (ii) the Software may
NOT be modified; (iii) all copyright notices are maintained on the Software; and (v) you agree to be bound
by the terms of this License Agreement. The Software is licensed to you and not sold to you. If you
receive the Software in more than one medium, you may only use the one medium which is appropriate for
your single server or personal computer. You may not use, install on another computer, or loan, lease or
otherwise transfer to another user the other medium. Use of the program is limited to use by your
employees, contractors, agents or representatives, provided, however, that all such persons or entities are
bound by the provisions of this End-User License Agreement and you shall use reasonable efforts to ensure
compliance of all such persons or entities under the terms of this End User License Agreement.
2.
OWNERSHIP. You have no ownership rights in the Software. Rather, you have a license to use
the Software pursuant to the terms of this License Agreement as long as this License Agreement remains in
full force and effect. Ownership of the Software, Documentation and all intellectual property rights therein
shall remain at all times with NICE. Any other use of the Software by any person, business, corporation,
government organization or any other entity, except by your employees, contractors, agents or
representatives, for Customer’s benefit, is strictly forbidden and is a violation of this License Agreement.
3.
COPYRIGHT. The Software and Documentation contain material that is protected by United
States and international Copyright Law and trade secret law, and by international treaty provisions. All
rights not granted to you herein are reserved to NICE. You may not remove any proprietary notice of
NICE from any copy of the Software or Documentation. You may not copy the printed materials and
Documentation that accompany the Software except to provide training for your employees, contractors,
agents or representatives for Customer’s benefit and use of the Software.
4.
RESTRICTIONS. This License Agreement is your proof of license to exercise the rights granted
herein and must be retained by you. You must protect the Software and Documentation consistent with
NICE’s rights therein, including informing persons who are permitted access thereto in order to satisfy your
obligations hereunder and maintain the confidentiality of the Software and Documentation. You may not
publish, display, disclose, rent, lease, modify, loan, distribute, alter or create derivative works based on the
Software or any part thereof. You may not reverse engineer, decompile, translate, adapt, or disassemble the
Software, nor shall you attempt to create the source code from the object code for the Software. You may
not transmit the Software over any network or between any devices, although you may use the Software to
make such transmissions of other materials. You may transfer the Software to another computer you own
as long as you only use the Software on one computer at a time.
5.
LIMITED WARRANTY. NICE WARRANTS FOR A MAXIMUM PERIOD OF SIX (6)
MONTHS, AFTER DELIVERY, THAT THE SOFTWARE WILL PERFORM SUBSTANTIALLY IN
ACCORDANCE WITH THE DOCUMENTATION. SHOULD THE SOFTWARE NOT SO PERFORM,
YOUR EXCLUSIVE REMEDY, AND NICE’S SOLE OBLIGATION UNDER THIS WARRANTY
SHALL BE CORRECTION OF THE DEFECT ANY USE BY YOU OF THE SOFTWARE IS AT YOUR
OWN RISK. THIS LIMITED WARRANTY IS VOID IF NONPERFORMANCE OF THE SOFTWARE
IS DUE TO ABUSE OR MISAPPLICATION. THIS LIMITED WARRANTY IS THE ONLY
WARRANTY PROVIDED BY NICE REGARDING THE SOFTWARE. YOU AGREE THAT THE
FOREGOING CONSTITUTES YOUR SOLE AND EXCLUSIVE REMEDY OF BREACH BY NICE OR
ANY WARRANTIES MADE UNDER THIS AGREEMENT.
EXCEPT FOR THE LIMITED
WARRANTY ABOVE, THE SOFTWARE IS PROVIDED “AS IS”. TO THE MAXIMUM EXTENT
PERMITTED BY LAW, NICE DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EITHER
EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF
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MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE. NICE DOES NOT
WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET ANY
REQUIREMENTS OR NEEDS YOU MAY HAVE, OR THAT THE SOFTWARE WILL OPERATE
ERROR FREE, OR IN AN UNINTERRUPTED FASHION, OR THAT ANY DEFECTS OR ERRORS IN
THE SOFTWARE WILL BE CORRECTED, OR THAT THE SOFTWARE IS COMPATIBLE WITH
ANY PARTICULAR PLATFORM. NICE IS NOT OBLIGATED TO PROVIDE ANY UPDATES TO
THE SOFTWARE. SOME JURISDICTIONS DO NOT ALLOW THE WAIVER OR EXCLUSION OF
IMPLIED WARRANTIES.
6.
LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN
NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY
FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY
DAMAGES, INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS
INTERRUPTION, OR LOSS OF BUSINESS INFORMATION ARISING OUT OF THE USE OF OR
INABILITY TO USE THE SOFTWARE, OR FOR ANY CLAIM BY ANY OTHER PARTY, EVEN IF
THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NETHER
PARTY’S LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR
OTHERWISE WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION OR OTHERWISE
SHALL NOT EXCEED THE AMOUNT OF THE LICENSE FEE PAID BY YOU FOR THE
SOFTWARE AND DOCUMENTATION GIVING RISE TO THE LIABILITY BECAUSE SOME
STATES/COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR
CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY
TO YOU.
7.

INFRINGEMENT INDEMNITY.
(a)
Infringement Indemnity. NICE will defend, indemnify, and hold harmless Customer
and Customer’s owners, officers, directors, and employees (individually and collectively, an
“Indemnified Party”) from any third party claim, action, suit, or proceeding against an Indemnified
Party (a “Claim”) to the extent that such Claim is based upon an allegation that NICE Software
infringes any right protected by any patent, copyright, trademark or trade secret of any third party
that is enforceable in the United States. NICE will indemnify an Indemnified Party for any
judgments, settlements, reasonable costs, and reasonable attorneys’ fees resulting from a Claim
finally awarded by a court of competent jurisdiction in any such Claim after exhaustion of all
permissible appeals. NICE’s obligations under this Section are conditioned upon the following:
(i) within a reasonable time of becoming aware of the Claim, an Indemnified Party provides to
NICE prompt written notice of the Claim; provided, however, that failure to give such notice shall
not affect the indemnification hereunder except to the extent that NICE has been actually
prejudiced thereby; (ii) an Indemnified Party gives to NICE sole authority and control of the
defense and/or settlement of the Claim; and (iii) an Indemnified Party provides all relevant
information and reasonable assistance requested by NICE to handle the defense and/or settlement
of the Claim. An Indemnified Party, at its expense, may hire legal counsel of its choice to
participate in an advisory capacity related to discussions, negotiations, or proceedings of the
Claim, but such legal counsel shall not, without the prior written consent of NICE, participate in
any other capacity with respect to the Claim.
(b)
Remedial Measures. If the NICE Software becomes the subject of a Claim, or if NICE
reasonably believes that use of such Software may become the subject of a Claim, NICE may, at
its own expense and option: (i) procure for CUSTOMER the right to continue use of the Software
or (ii) replace the Software with a non-infringing Software; (iii) modify the Software so that it
becomes non-infringing; or (iv) CUSTOMER may choose to retain and continue use of such
Software if CUSTOMER waives its entitlement to indemnity under this Section 11 with respect to
the applicable Claim.
(c)
Exceptions. NICE will have no defense or indemnity obligation for any Claim based on
(i) a Software that has been modified by someone other than NICE; (ii) a Software that has been
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modified by NICE in accordance with either CUSTOMER-provided specifications or instructions;
(iii) a Software that has been used with or combined with hardware or software not furnished by
NICE; (iv) combination of Software with Products, if the infringement would not occur but for the
combination; or (v) CUSTOMER or End User products or “Third Party Products.” The term
“Third Party Products” means any products or software supplied to CUSTOMER by a party other
than NICE, and may include, without limitation, products or software ordered by CUSTOMER
from third parties. However, Third Party Products do not include components of Software that
both (i) are not recognizable as standalone items; and (ii) are not identified as separate items on
NICE’s price list, quotes, orders or documentation. CUSTOMER will indemnify NICE for any
judgments, settlements and reasonable attorneys’ fees resulting from a Claim to the extent that
such Claim is based on subsections (i) or (ii) above, if applicable.
(d)
No Other Remedies Regarding Infringements. THE FOREGOING STATES NICE’S
ENTIRE LIABILITY AND AN INDEMNIFIED PARTY’S SOLE AND EXCLUSIVE
REMEDIES WITH RESPECT TO ANY INFRINGEMENT OR MISAPPROPRIATION OF
ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
8.
EXPORT RESTRICTIONS.
THIS LICENSE AGREEMENT IS EXPRESSLY MADE
SUBJECT TO ANY LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS ON THE
EXPORT FROM THE UNITED STATES OF AMERICA OF THE SOFTWARE OR INFORMATION
ABOUT SUCH SOFTWARE WHICH MAY BE IMPOSED FROM TIME TO TIME BY THE
GOVERNMENT OF THE UNITED STATES OF AMERICA. YOU SHALL NOT EXPORT THE
SOFTWARE, DOCUMENTATION, OR INFORMATION ABOUT THE SOFTWARE AND
DOCUMENTATION WITHOUT CONSENT OF NICE AND COMPLIANCE WITH SUCH LAWS,
REGULATIONS, ORDERS, OR OTHER RESTRICTIONS.
9.
TERMINATION. This License Agreement is effective until terminated. You may terminate this
License Agreement at any time by destroying or returning to NICE all copies of the Software and
Documentation in your possession or under your control. NICE may terminate this License Agreement if
NICE finds that you have violated the terms of Section 4 and for both parties, Section 12 of this License
Agreement; provided, however, that in the event of a material breach of any terms of this License
Agreement other than Sections 4 and 12, a cure period of ten (10) days (the “Cure Period”) shall be in
effect. In the event that the breaching party is unable to cure such breach during the Cure Period, the nonbreaching party may terminate this License Agreement. Upon notification of termination, you agree to
destroy or return to NICE all copies of the Software and Documentation and to certify in writing that all
known copies, including backup copies, have been destroyed. All provisions relating to confidentiality,
proprietary rights, non-disclosure, disclaimer of warranty and limitation of liability shall survive the
termination of this License Agreement.
10.
GENERAL. This License Agreement shall be interpreted construed and governed by and in
accordance with the laws of the State of Delaware. Jurisdiction and venue for any suit or proceeding
arising under this Agreement or the relationship of the parties shall lie in the courts in Delaware. This
License Agreement shall constitute the entire Agreement between the parties hereto. Any waiver or
modification of this License Agreement shall only be effective if it is in writing and signed by both parties
hereto. The waiver or failure of either party to exercise any right in any respect provided for herein shall
not be deemed a waiver of any future right hereunder. If any part of this License Agreement is found
invalid or unenforceable by a court of competent jurisdiction, the remainder of this License Agreement
shall be interpreted so as to reasonably affect the intention of the parties. No action, regardless of form,
arising out of this Agreement may be brought by you more than two (2) years after such cause of action
shall have accrued. Either party may assign, sublicense, transfer, pledge, lease, rent or share its rights
under this License Agreement upon the prior written consent of the other party, which consent shall not be
unreasonably withheld.
11.
U.S. GOVERNMENT RESTRICTED RIGHTS. The Software (including the Documentation) is
provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to
restrictions as set forth in subparagraph (c)(l)(ii) of the Rights in Technical Data and Computer Software
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clause of DFARS 252.227-7013 or subparagraph (c)(l) and (2) of the Commercial Computer SoftwareRestricted Rights clause at 48 CFR 52.227-19 as amended, or any successor regulations thereto.
12.
CONFIDENTIAL INFORMATION AND NON-DISCLOSURE.
The term “Confidential
Information” shall include all information provided by each party to the other party, or their affiliates,
employees, officers, directors, agents or representatives, including without limitation the terms and
conditions of this Agreement, the NICE Software, the Third Party Software, and any and all of a party’s
design specifications, drawings, written manuals, software programs, business plans, financial information,
technical and marketing information and evaluations, service plans and customer information designated
orally or in writing as confidential or otherwise which by its nature should be considered confidential. For
purposes herein, a party disclosing information shall be deemed the “Disclosing Party” and a party
receiving information shall be deemed the “Receiving Party.” Confidential Information shall not include
information which can be demonstrated: (a) to have been rightfully in the possession of the Receiving Party
from a source other than the Disclosing Party prior to the time of disclosure of said information to the
Receiving Party (“Time of Disclosure”); (b) to have been in the public domain prior to the Time of
Disclosure; (c) to have become part of the public domain after the Time of Disclosure by a publication or
by any other means, except an unauthorized act or omission or breach of this Agreement on the part of the
Receiving Party, or its employees; (d) to have been supplied to the Receiving Party after the Time of
Disclosure without restriction by a third party who is under no obligation to the Disclosing Party to
maintain such information in confidence; (e) to be required to be disclosed by law or court order, provided
that the Receiving Party shall use best efforts to provide the Disclosing Party with prompt notice sufficient
for the Disclosing Party to have a reasonable opportunity to prevent such disclosure and shall use best
efforts to limit the information to be disclosed; or (f) to have been independently developed by the
Receiving Party, provided that any persons developing same have not had access to Confidential
Information and have written evidence demonstrating such independent development.
In consideration of the willingness of the Disclosing Party to disclose Confidential Information to the
Receiving Party, the Receiving Party hereby agrees: (a) to use or disclose Confidential Information only for
the purpose authorized in writing by the Disclosing Party; (b) to use all reasonable precautions, including
without limitation requiring any affiliates, employees, officers, directors, agents or representatives of the
Receiving Party with access to Confidential Information of the Receiving Party’s obligations under this
Section to keep Confidential Information secret and to prevent its disclosure to third parties without the
prior written consent of the Disclosing Party; (c) to refrain from copying or distributing such Confidential
Information within the Receiving Party’s own organization except on a limited “need to know” basis; and
(d) to return all documents containing Confidential Information promptly upon the request of the
Disclosing Party. In any event, Confidential Information shall be protected by the Receiving Party with the
same degree of care as the Receiving Party uses for its own Confidential Information, but no less than a
reasonable degree of care.
If the Receiving Party or any of its affiliates, employees, officers, directors, agents or representatives shall
attempt to improperly use or knowingly disclose any of the Confidential Information, the Disclosing Party
shall have the right, in addition to such other remedies which may be available to it, to injunctive relief
enjoining such acts or attempts; it being acknowledged that legal remedies are inadequate.
13.
COUNTERPARTS. For the convenience of the parties, copies of this Agreement may be
executed in two or more counterparts and signature pages exchanged by facsimile. The parties intend that
counterpart copies signed and exchanged as provided in the preceding sentence shall be fully binding as an
original handwritten executed copy hereof and all of such copies together shall constitute one instrument.

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