Terms of Use

REGISTERED DEVELOPER TERMS OF USE
FOR ALCATEL-LUCENT
New Conversation Portal for
New Conversation API Development
Level 1

0. DEFINITIONS

Affiliate means with respect to any legal entity (person, corporation, organization, educational institution or other legal entity) any other legal entity, controlling, controlled by or under common control with the subject entity.

Alcatel-Lucent means Alcatel Lucent USA Inc., a Delaware Corporation, having offices at 600-700 Mountain Avenue, Murray Hill, New Jersey 07974 USA

API or APIs means an application programming interface related to Alcatel-Lucent’s NCA Server furnished or made available by Alcatel-Lucent through NCAPL1 and NCAPL2.

Application(s) means any software application created by You using APIs that are provided through NCA.

Effective Date means the date on which you are authorized as a user of NCA having received your credentials and/or Key to access NCA from Alcatel-Lucent.

Export Laws include the Export Administration Regulations, the International Traffic in Arms Regulations, economic sanctions programs implemented by the Office of Foreign Assets Control, and any other export control or sanctions laws or regulations of the United States or any other country applicable to Your use of NCA and the Materials.

Forum means the question and answer support area on NCAP where users may ask questions, receive answers to questions and provide input and comments as appropriate on NCAP

iOS library/framework (nca iOS) means an library/framework for the use of a registered developer to provide an abstraction layer for application development on the iOS mobile operating system using the New Conversation API.

Javascript library (nca.js) means a javascript library for the use of a registered developer to provide an abstraction layer for web development using the New Conversation API.

Key means the definition as set forth in Section 3.

Mark(s) means Alcatel-Lucent’s or Your trademark, name and/or logo.

Materials means information, documentation, specifications, sample APIs, a javascript library (nca.js), an iOS SDK (nca iOS), forum and other content which are made available to You in NCAPL1

New Conversation API Development Portal (NCAP) consists of two portals:

NCAPL1 means the first level sub-portal to New Conversation Application Development Portal which includes Materials.

NCAPL2 means a sub-portal housing the New Conversation API Development Sandbox (“Sandbox”) on which developers may test developed applications

NCAP Server means specific equipment offered by Alcatel-Lucent that is primarily adapted to adjust the calling features and telephony aspects of Voice Over Internet Protocol (VoIP) communication

Privacy Policy means the definition as set forth in Section 6.

Registered Developer means the legal entity (person, corporation, organization, educational institution or other legal entity) that has successfully completed the registration process for access to NCAPL1 or NCAPL2, applicable, and may use Materials subject to the terms of the TOU. The terms “You”, “Your”, “Yours” or “Yourself” as used in this TOU are all interchangeable terms referring to the Registered Developer.
Service means NCAPL1 technical support services delivered via the question and answer forum known as NCAPL1 Forum within NCAPL1 per the Service Level Agreement attached in Schedule A.

Service Level Agreement means NCAPL1 technical support services offered as described in Schedule A.

Storyboard means a depiction of a Use Case using images or text or other content or the combination thereof used to communicate a Registered Developer’s plan(s) to utilize the Alcatel-Lucent New Conversation API in innovative ways.

TOU means the terms and conditions of service specified herein (including any posted guidelines, or other ancillary material) for Your use of Materials and development of Your Application, as updated by Alcatel-Lucent from time to time.

Use Case(s) means scenario(s) or instance(s) whereby the Registered Developer plans to implement the Alcatel-Lucent API in a developed application or applications in interesting and innovative ways.

1. ACCEPTANCE
Alcatel-Lucent provides New Conversation Portal Level 1 New Conversation API Developer PortaL (NCAPL1) to enable You to access, Materials and a question and answer forum (“Forum”) for support services, and other content such that You may evaluate if You are able to and desire to develop Applications that interface with Alcatel-Lucent products and equipment. In the event that You do determine that You wish to develop such Applications then, forms to request access to the APIs running in the Sandbox in NCAPL2, are available to You in NCAPL1.

By accessing NCAPL1 in any way or by clicking the “I accept” button at the end of this TOU, You accept and agree to the TOU on Your own behalf and, if applicable, or on behalf of Your company, organization, educational institution, or other entity as its authorized legal representative. You further agree that You have the right and authority to enter into the TOU on Your own behalf or if You are entering into the TOU on behalf of Your company, organization, educational institution, or other entity, that You have the right and authority to legally bind such company, organization, educational institution, or other entity to the terms and obligations (including but not limited to the granting of intellectual property rights) of the TOU.

Should You object to any terms or conditions of the TOU or any subsequent modifications thereto, or become dissatisfied with NCAPL1 in any way, Your only recourse is to immediately discontinue use of NCAPL1. Alcatel-Lucent has the right, but is not obligated, to strictly enforce the TOU. Alcatel-Lucent may do this through any available means, including but not limited to self-help, community moderation, active investigation and litigation.

2. MODIFICATIONS

Alcatel-Lucent reserves the right, at its sole discretion, to change, modify or otherwise alter the TOU at any time. Such modifications shall become effective immediately when they are posted on NCAP. You must review the TOU on a regular basis to keep Yourself apprised of any changes. You can find the most recent version of the TOU at: http://developer-ims.alcatel-lucent.com/developer-terms-of-use/

3. ACCESSING NCAP1

To obtain access to Materials, You must comply with all registration instructions and create a developer account and supply a valid email address via NCAPL1 developer’s web portfolio found at:

developer-ims.alcatel-lucent.com

Upon successful completion of registration and if Alcatel-Lucent accepts You as a program participant, You will be issued one or more unique credentials (collectively, “Key(s)”) for accessing the NCAPL1 Materials and for managing Your account. You may only access Your account with the Key issued to You by Alcatel-Lucent. Access may not always be available. You may not sell, transfer, sublicense or otherwise disclose Your Keys to any other party You are responsible for maintaining the secrecy and security of Your Keys. You are fully responsible for all activities that occur using Your Keys, regardless of whether such activities are undertaken by You or a third party. You are responsible for maintaining up-to-date and accurate information (including a current email address and other required contact information) for Your account. Failure to do so may jeopardize Your continued access to NCAPL1.

You may stop using NCAPL1 at any time by requesting the removal of Your Key(s) through NCAPL1 or by contacting Your Alcatel-Lucent representative. Upon providing such request, You must discontinue using any Keys immediately, and Alcatel-Lucent will process Your request to remove Your Key(s).

Alcatel-Lucent shall have the right in its sole discretion to refuse, delete or remove any of Your Keys for any reason at any time.
Alcatel-Lucent may occasionally release subsequent versions of NCAPL1 Materials that you may have previously accessed; if it does so, Alcatel-Lucent will so indicate on NCAPL1.
4. LICENSE GRANTS

4.1 You agree that Alcatel-Lucent or third parties own and retain full ownership rights in Materials and all Intellectual Property Rights therein. No rights or licenses are granted directly or indirectly, whether impliedly or under any theory of estoppel, under any intellectual property rights of Alcatel Lucent or of any third party except those expressly set forth in this section 4 or in third party agreements associated with Materials provided however that in no case are any rights or licenses granted, directly or indirectly, whether impliedly or under any theory of estoppel, under any Alcatel-Lucent patents. "Intellectual Property Rights" means any and all rights under patent law, copyright law, trade secret law, trademark law, and any and all other proprietary rights.

4.2 You have a right under Alcatel-Lucent’s and its third party licensor’s copyrights and trade secrets to use the Materials for the following purposes (a) assessing for Yourself whether or not You wish to request approval for participation in NCAPL2 in order to build applications using the Materials and access the Sandbox for testing your applications and (b) filling-out the online application to receive approval for access rights (Key) to NCAPL2 where you may create Applications according to the NCAPL2 terms and conditions, (c) to develop, test, use, copy and display Applications that operate on devices running the iOS OS using the iOS library/framework (nca iOS) provided in NCAPL1 (d) to use Javascript library (nca.js) provided in NCAPL1 to simplify the creation of Applications using APIs exposed in NCAPL1 and to use, test, copy and display those Applications and Clients. The NCAPL2 online application requires use of Materials for describing Use Cases and submitting Storyboards as part of the application process.

You acknowledge and agree that Your sharing of Use Case(s) and/or Storyboard as you register for access to NCAPL2 shall not be construed to limit Alcatel Lucent’s right to develop independently from you, or to acquire from others, software or products. You acknowledge and agree that the Alcatel Lucent may currently or in the future be developing use cases and other information internally, or receiving information from other parties, that is similar to Your Use Case(s) and/or Storyboard and that, accordingly, nothing in this Agreement shall prohibit Alcatel Lucent from developing or having developed for it software, products, concepts, systems or techniques that are either similar to or compete with the software, products, concepts, systems or techniques contemplated or suggested by or embodied in Your Use Case(s) and/or Storyboard. Alcatel Lucent shall be free to use the Use Case(s) and/or Storyboard You provide for any purpose without limitation.
4.3 Except in compliance with the license granted in 4.2(c) as to iOS library/framework (nca iOS) and license granted in 4.2 (d) as to Javascript library (nca.js), You may not use, download, copy, disclose or distribute to any third party any of the Materials. If You, for any purpose whatsoever, disclose or distribute the Applications You create pursuant to the license granted in 4.2(c) and (d), above You hereby agree to do so pursuant to an End User License Agreement that contains, at a minimum, the following:

1. The Application that includes the ALU Material provided in NCAPL1 is licensed, not sold;
2. Title does not pass to the End User Customer;
3. The End User will not make any copies of the Application except as required for back-up and archival purposes or otherwise permitted under applicable law;
4. Each license granted to an End User Customer shall be a non exclusive license to use the Object Code version of the Software;
5. Requirement for protection of the Application containing ALU Materials under terms and conditions similar to the terms and conditions in this TOU;
6. A limitation of liability similar to the limitation of liability set forth in this TOU; and
7. An export control notice similar to the Export Control subsection in this TOU.
The obligations set forth in this Section 4.3 shall survive any termination or expiration of this TOU.

4.4 You acknowledge and agree that if You should wish to use any Materials for purposes other than as permitted by this TOU, You must enter into a separate written agreement for those purposes.

4.5 The licenses granted begins upon the Effective Date and shall terminate automatically without any further action as of the date (i) You cease to be registered with NCAPL1 and have no active Key in your possession or control, or (ii) You are, in Alcatel-Lucent’s sole discretion, otherwise in violation of this TOU.

5. AUDIT; INDEPENDENT DEVELOPMENT; IMPROVEMENT OF NCAPL1
In the event that Alcatel-Lucent determines that there is a need to audit Your compliance with these terms, upon reasonable prior written notice to You, You will in such a case make commercially reasonable efforts to provide Alcatel-Lucent with access materials related to Your use of the NCAPL1 Materials (s) as reasonably requested by Alcatel-Lucent to verify Your compliance with the TOU.
You agree that Alcatel-Lucent may contact You regarding the status of Your account or Your use of NCAPL1 or to notify You of events or scheduled maintenance that may affect Your use of NCAPL1.
You understand and acknowledge that Alcatel-Lucent may be independently creating applications, content and other products or services that may be similar to or competitive with Your contemplated Application and its content, and nothing in the TOU will be construed as restricting or preventing Alcatel-Lucent from creating and fully exploiting such applications, content and other items, without any obligation to You. Likewise, Alcatel-Lucent understands and acknowledges that You may be independently creating other applications, content and other products or services that may be similar to or competitive with products or services of Alcatel-Lucent, and nothing in the TOU will be construed as restricting or preventing You from creating and fully exploiting such applications, content and other items.
If You submit or provide suggestions related to NCAPL1 or any Alcatel-Lucent product or services or improvements (“Feedback”) to Alcatel-Lucent, You irrevocably assign to Alcatel-Lucent all right, title and interest throughout the world in the Feedback without the right to any compensation or royalties from Alcatel-Lucent and You waive any moral rights you may have in the Feedback. Further, you irrevocably waive and agree never to assert any claims against Alcatel-Lucent or any of Alcatel-Lucent’s successors in interest with respect to Feedback you submit or provide to Alcatel-Lucent.

6. PRIVACY AND INFORMATION DISCLOSURE
6.1 The TOU and Your use of NCAPL1 signifies acknowledgement of and agreement to the Alcatel-Lucent Global Privacy & Data Protection Policy (“Privacy Policy”) which can be viewed by visiting http://www.alcatel-lucent.com/wps/portal/privacy
and to all other privacy guidelines provided to You directly or via NCAPL1. You further acknowledge and agree that Alcatel-Lucent may, in its sole discretion, preserve or disclose Your information, such as email addresses, IP addresses, timestamps, and other information, if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: comply with legal process; enforce the TOU; respond to claims that contact information (e.g. phone number, street address) of a third-party has been posted or transmitted without their consent or as a form of harassment; protect the rights, property, or personal safety of Alcatel-Lucent, others using NCAPL1, or the general public.
6.2 You acknowledge that in relation to User Data, Alcatel-Lucent acts solely as processor on Your behalf and on behalf of other NCAPL1 users. At all times, You shall comply with the following, and You are required to stay current concerning each:
(a) all applicable privacy, consumer protection, marketing and data security laws and government guidelines, including (without limitation) all laws that apply to collecting, accessing, using, disclosing and securing User Data;
(b) the Privacy Policy indicated in 6.1;
(c) your own privacy policy
7. CONDUCT
You warrant and represent that You will not use NCAPL1, including the Forum, in any manner that:

 is unlawful, harmful, threatening, abusive, harassing, defamatory, libelous, invasive of another's privacy, or is harmful to minors in any way;
 is pornographic;
 harasses, degrades, intimidates or is hateful toward an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
 violates federal, state, or local equal employment opportunity laws, including but not limited to, stating in any advertisement for employment a preference or requirement based on race, color, religion, sex, national origin, age, or disability;
 is false, deceptive, misleading, deceitful, mis-informative, or constitutes "bait and switch";
 infringes or misappropriates any patent, trademark, trade secret, copyright or other proprietary rights of another;
 contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
 disrupts the normal operation of NCAPL1 or that otherwise negatively affects the ability of others to use NCAPL1 ;
 requests Location Information or other information for any User other than as authorized by the subscriber or account holder;
 circumvents or modifies any Keys or other security mechanism employed by Alcatel-Lucent or NCAPL1 ;
 impersonates any person or obtains access to any Location Information or other information without authorization;
 uploads, posts, emails or transmits or otherwise makes available messages that promote pyramid schemes, chain letters, disruptive commercial messages or advertisements, or anything else prohibited by law; or
8. DISCONTINUANCE OF NCAP; MODIFICATION AND/OR REMOVAL OF MATERIALS

You agree that Alcatel-Lucent, in its sole discretion, has the right (but not the obligation) to delete or deactivate Your account/registration, block Your email or IP address, or otherwise terminate Your access to or use of NCAPL1 for any reason, including, without limitation, if Alcatel-Lucent believes that You have acted inconsistently with the letter or spirit of the TOU.

Our Rights, Your obligations or the provisions which, by their nature would continue beyond termination of Your access to NCAPL1 and shall survive and continue after any termination of Your access to NCAPL1.

You acknowledge that Alcatel-Lucent reserves the right at any time to modify or discontinue NCAPL1 (or any part thereof) with or without notice.,

9. TRADEMARK USE

You agree that Alcatel-Lucent may use Your Trademarks (“Marks”) for NCAP and related promotional materials. Any use of Your Marks shall be in accordance with Your applicable usage policies supplied to and accepted by Alcatel-Lucent. You shall not use any Alcatel-Lucent Marks whatsoever except in accordance with written usage policies supplied to you separately by Alcatel-Lucent.

10. EXPENSES AND COMPENSATION

Each of You and Alcatel-Lucent will be responsible for its own costs, expenses and liabilities in performing its obligations under the TOU. Neither You nor Alcatel-Lucent will be entitled to reimbursement for such costs or expenses from the other except as specifically provided in a separate agreement.

11. DISCLAIMER OF WARRANTIES

YOU AGREE THAT YOUR USE OF NCAP AND THE MATERIALS IS ENTIRELY AT YOUR OWN RISK. NCAP ARE PROVIDED BY ALCATEL-LUCENT ON AN "AS IS" OR "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND. ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPRIETARY RIGHTS ARE EXPRESSLY DISCLAIMED BY ALCATEL-LUCENT (ALSO ON BEHALF OF ANY THIRD PARTY PROVIDERS OF MATERIALS) TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, ALCATEL-LUCENT DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY, AND PERFORMANCE OF NCAPL1. TO THE FULLEST EXTENT PERMITTED BY LAW, ALCATEL-LUCENT DISCLAIMS ANY WARRANTIES FOR OTHER WEBSITES OR GOODS OR SERVICES RECEIVED THROUGH OR ADVERTISED ON NCAPL1 OR ACCESSED THROUGH ANY LINKS ON NCAP. TO THE FULLEST EXTENT PERMITTED BY LAW, ALCATEL-LUCENT DISCLAIMS ANY WARRANTIES FOR VIRUSES OR OTHER HARMFUL COMPONENTS IN CONNECTION WITH NCAP.
ALCATEL-LUCENT MAKES NO WARRANTY THAT NCAPL1, MATERIALS OR ANY OTHER INFORMATION OBTAINED PURSUANT TO THE TOU (i) WILL MEET YOUR REQUIREMENTS, (ii) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR HAVE KNOWN OR DISCOVERED ERRORS CORRECTED, (iii) WILL PROVIDE RESULTS THAT ARE ACCURATE OR RELIABLE, OR (iv) WILL MEET YOUR EXPECTATIONS.
ANY NCAPL1 INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH NCAPL1 IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH INFORMATION.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ALCATEL-LUCENT (OR, INDIRECTLY, FROM ANY THIRD PARTY) SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, some of the foregoing disclaimers may not apply insofar as they relate to implied warranties.

12. LIMITATIONS OF LIABILITY

EXCEPT WHERE PROHIBITED BY LAW AND EVEN ALCATEL-LUCENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES UNDER NO CIRCUMSTANCES SHALL ALCATEL-LUCENT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL (INCLUDING LOST PROFITS, LOST REVENUES AND OTHER ECONOMIC LOSSES), SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, HOWEVER CAUSED AND REGARDLESS OF WHETHER SUCH DAMAGES ARE FORESEEABLE OR WHETHER ALCATEL-LUCENT HAS BEEN ADVISED OF THEIR POSSIBILITY, RESULTING FROM ANY ASPECT OF YOUR USE OF NCAPL1 AS WELL AS USE OF MATERIALS), WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF NCAPL1, FROM YOUR INABILITY TO USE NCAPL1, OR THE INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION, OR TERMINATION OF YOUR RIGHT TO USE OR GENERALLY, ACCESS TO NCAP OR IT’S SUB-PORTALS NCAPL1 or NCAPL2. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF USE OF OR PRODUCTS RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH OR ANY LINKS ON NCAPL 1, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH NCAPL 1 OR ANY LINKS ON NCAPL1. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

Except for a claim for personal injury proximately caused by Alcatel-Lucent, Alcatel-Lucent’s liability for any claim arising out of the TOU will be limited to actual, provable damages not to exceed one thousand United States dollars (U.S. $1,000.00).

In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitation may not apply to You or Alcatel-Lucent, as the case may be.

13. INDEMNITY

You agree to hold harmless and indemnify Alcatel-Lucent and its Affiliates, and each of their respective officers, agents, employees, licensors, and co-branders, from and against any and all third party claims, suits or actions, and all resulting losses, damages of every kind and nature (actual and consequential), judgments, litigation costs and attorneys’ fees, arising out of Your use of NCAP and the Materials, Your violation of the TOU, Your breach of any of the representations and warranties herein, or Your violation of any rights of another.
14. RELEASE AND WAIVER
To the maximum extent permitted by applicable law, You hereby release and waive all claims against Alcatel-Lucent and its Affiliates, and each of their respective officers, agents, employees, licensors and co-branders, from any and all liability for claims, damages (actual and/or consequential), costs and expenses (including litigation costs and attorney’s fees) of every kind and nature, arising from or in any way related to Your use of the Services. If You are a California resident, You waive Your rights under California Civil Code Section 1542 which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” You acknowledge that any fact relating to any matter covered by this release may be found to be other than now believed to be true and You accept and assume the risk of such possible differences in fact. In addition, You expressly waive and relinquish any and all rights and benefits which You may have under any other state or federal statute or common law principle of similar effect, to the fullest extent permitted by law.
15. NO WAIVER

Alcatel-Lucent’s failure to act with respect to a breach by You or others does not waive our right to act with respect to subsequent or similar breaches.

16. DAMAGES

In the event of Your breach of the provisions of the TOU, You agree Alcatel-Lucent retains the right to seek the remedy of specific performance of any term contained in the TOU, or a preliminary or permanent injunction against the breach of any such term or in aid of the exercise of any power granted in the TOU, or any combination thereof. Alcatel-Lucent shall not be required to post any bond or other security.

17. EXPORT CONTROL

In connection with Your permitted use of NCAPL1 and the Materials, You agree that You will not use, distribute, export, re-export, transfer, or transmit the Alcatel-Lucent Confidential Information (even if incorporated into other items) in violation of the Export Laws

18. GENERAL

NCAPL1 has been developed exclusively at Alcatel-Lucent’s expense, and the Materials have been developed exclusively at the expense of the owners of the Materials. Accordingly, any use, duplication and disclosure of NCAPL1 or Materials by or for the United States Government are subject to the restrictions set forth in the TOU.
If any provision of the TOU is determined to be invalid, illegal or unenforceable, then the remaining provisions of the TOU remain in full force, if the essential terms and conditions of the TOU for each of Alcatel-Lucent and You remain valid, legal and enforceable. If any court determines that any provision of the TOU is invalid, illegal or unenforceable, the court has the power to fashion and enforce another provision (instead of the provision held to be invalid, illegal or unenforceable) that is valid, legal and enforceable and carries out the both Your and Alcatel-Lucent’s intentions under the TOU.
Neither You nor Alcatel-Lucent shall have the power to bind the other by any guarantee or representation that it may give, or to incur any debts or liabilities in the name of or on behalf of the other. The parties acknowledge and agree that nothing contained in the TOU shall be deemed or construed to constitute or create a partnership, association, joint venture or other agency.

19. NO ASSIGNMENT

Alcatel-Lucent and You have entered into the TOU in contemplation of personal performance, each by the other, and intend that the TOU and/or the licenses and rights granted hereunder not be assigned, provided however, Alcatel-Lucent’s rights, licenses, obligations, title and interest in the TOU may be assigned, in whole or in part, to (i) any Affiliate of Alcatel-Lucent or (ii) any direct or indirect successor to all or any portion of the business of Alcatel-Lucent and its Affiliates, which successor shall thereafter be deemed substituted for Alcatel-Lucent as the party hereto, effective upon such assignment. Except as set forth in this paragraph, the TOU (or any licenses, rights or obligations hereunder) shall not be otherwise assignable or transferable (in insolvency proceedings or otherwise) by either party without the express written consent of the other party. Any purported assignment in violation of this shall be void.

20. REVIEW

You acknowledge that You have had sufficient time to have the TOU reviewed by counsel and, therefore, a court shall not construe the TOU or any provision hereof, against any party as drafter, and any law or regulation which provides that the language of a contract shall be construed against the drafter shall not apply to the TOU.

21. Notices

Any notice provided hereunder shall be in writing and delivered via email. Any such notice shall be effective on the confirmation of receipt of such email by Alcatel-Lucent. All such notices to Alcatel-Lucent shall be addressed as set forth below:

developer-ims@alcatel-lucent.com

22. APPLICABLE LOCAL COUNTRY LAW

You acknowledge that if and to the extent that any mandatory provisions of law to which You are subject in Your jurisdiction conflict with the provisions of the TOU, then you shall be governed by those mandatory provisions of local law to the extent of such conflict.

23. ENTIRE AGREEMENT

The TOU constitutes the entire agreement between You and Alcatel-Lucent and governs Your use of NCAPL1 superseding any prior agreements between You and Alcatel-Lucent relating to the subject matter of the TOU and merges all prior discussions. The TOU and the relationship between You and Alcatel-Lucent shall be governed by the laws of the State of New York, without regard to its conflict of law provisions. You and Alcatel-Lucent agree to submit to the personal and exclusive jurisdiction of the courts located within the county of New York, New York. The failure of Alcatel-Lucent to exercise or enforce any right or provision of the TOU shall not constitute a waiver of such right or provision. If any provision of the TOU is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOU remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action of Yours arising out of or related to use of NCAPL1 or the TOU must be filed within one (1) year after such claim or cause of action arose or be forever barred.


SCHEDULE A
Service Level Agreement

I. NCAP Availability and Performance

A. Availability of NCAP

Alcatel-Lucent will provide Technical Support Services in accordance with the TOU.

Alcatel-Lucent will notify You where possible in advance of any planned outages of NCAP. Alcatel-Lucent will endeavor to notify You of any unplanned outages of NCAP, and again when an unplanned outage is resolved.

If Alcatel-Lucent notifies You that the NCAP will be suspended or discontinued, You agree to notify Users of Your Application regarding the suspension or discontinuation, as soon as practicable after You receive notice from Alcatel-Lucent.

B. TECHNICAL SUPPORT (TS)

Web and email Help through NCAP Forum:

TS is provided eight hours a day, five days per week through NCAP Forum. NCAP Forum is a collaboration location on NCAP where developers ask questions, make comments and request support. Alcatel-Lucent’s staff monitors the NCAP Forum and provides assistance.

TS Response Objectives:

1. NCAP personnel will usually respond to Forum submitted verified requests for assistance within 48-hours of receiving the request.
2. Alcatel-Lucent will verify that You are properly registered on NCAP and are in full compliance with the TOU.
3. Alcatel-Lucent reserves the right to, in it’s sole discretion, reject any reported issue as invalid and therefore determine that it need not respond.

TS Restore Objectives:

In each instance, Alcatel-Lucent will within a reasonable time, provide You with an action plan for resolution of verified system issues with NCAP. Technical support desk hours shall be Monday through Friday, 9 am through 5 pm, Central time, except for United States federal holidays.

II. Your Service Obligations

A. Your Availability

You agree to assign an appropriately-skilled technical support contact to post questions and make comments on the NCAP Forum and to interact with Alcatel-Lucent staff.