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EXHIBIT G: THIRD PARTY TERMS AND CONDITIONS <br /> Required Terms Relating to Third Party Software included in Trapeze IVR Voice Genie Gateway(VG} <br /> I. Technical Specifications: <br /> -8 ports <br /> -Touch Tone Input& Recorded Speech Output <br /> -Gateway upgrade to support TTS <br /> -ITS(Text-to-Speech)- First Language <br /> 2. Use of Software. License agrees not to: (i) modify, port, translate, localize, or create derivative works of the <br /> IVR Voice Genie Gateway (VG)software application; (ii)decompile, disassemble, reverse engineer or attempt <br /> to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques or <br /> algorithms of the IVR Voice Genie Gateway(VG)software application by any means whatever,or disclose any <br /> of the foregoing; (iii) sell, lease, license, sublicense, copy, market or distribute the IVR Voice Genie Gateway <br /> (VG) software application; (iv) knowingly take any action that would cause the Trapeze IVR Voice Genie <br /> Gateway (VG) software application to be placed in the public domain or (v) distribute any batch or off-line <br /> processing of content using the IVR Voice Genie Gateway(VG)software application, except by payment of the <br /> applicable port fees or use any delivered speech data files except in connection with the IVR Voice Genie <br /> Gateway(VG)software application. <br /> 3. Acknowledgment of Proprietary Materials: Limitations on Use. Trapeze represents and, based on that <br /> representation, Licensee acknowledges, that the IVR Voice Genie Gateway(VG) software application and the <br /> Documentation are protected by the intellectual property laws of the United States and other countries,and that <br /> they embody valuable confidential and trade secret information of Trapeze or its licensors and/or suppliers. <br /> Subject to RCW Chap. 42.17 and Chap. 42.56, Licensee agrees to hold them in confidence and agrees not to <br /> use,copy, or disclose, nor permit any of its personnel to use, copy or disclose the same for any purpose that is <br /> not specifically authorized under this Agreement. Licensee agrees that Trapeze's licensors and suppliers are <br /> intended third party beneficiaries of the provisions hereof. <br /> 4. LIMITATION OF LIABILITY. THE LIABILITY OF TRAPEZE (INCLUDING ANY LIABILITY OF ITS <br /> LICENSORS AND SUPPLIERS) TO LICENSEE AND ITS OFFICERS, VALUE ADDED RESELLERS <br /> AND EMPLOYEES FOR ANY CLAIM ARISING FROM THE LICENSED USE OF THE IVR VOICE <br /> GENIE GATEWAY (VG) SOFTWARE APPLICATION, REGARDLESS OF THE FORM OF ACTION <br /> (INCLUDING, BUT NOT LIMITED TO ACTIONS FOR BREACH OF CONTRACT, NEGLIGENCE, <br /> STRICT LIABILITY, RESCISSION AND BREACH OF WARRANTY)WILL NOT EXCEED THE LESSER <br /> OF(A)THE AGGREGATE FEES ACTUALLY PAID TO TRAPEZE UNDER THIS AGREEMENT, OR(B) <br /> THE ACTUAL DAMAGES SUSTAINED BY LICENSEE. <br /> 5. CONSEQUENTIAL DAMAGES. In no event shall Trapeze OR ITS SUPPLIERS be liable for any <br /> special, indirect or consequential damages, including, but not limited to, loss of revenues and loss of <br /> profits,even if Trapeze or its suppliers have been advised of the possibility of such damages. <br /> City of Everett <br /> Everett,Washington Page 20 of 20 2009 <br /> Trapeze Proprietary and Confidential <br /> 33 <br />