DIALOGIC SOFTWARE LICENSE AGREEMENT

IMPORTANT - READ BEFORE INSTALLING OR USING
This Run-Time License Agreement ("Agreement") is a legal agreement between you (an individual and his/her employer)("You") and Dialogic Corporation ("Dialogic"). This Agreement sets forth the terms and conditions regarding the Dialogic key string codes provided in connection with this license. (collectively: "Run-Time License Key"). By installing or otherwise using the Run-Time License Key, You agree to be bound by the terms of this Agreement. The applicable Run-Time License Key has been provided to You to execute certain proprietary software distributed by Dialogic that has been included in an application.

If You do not agree to the terms of this Agreement, do not install or use the Run-Time License Key; You may, however, return the Agreement and the Run-Time License Key to Your vendor for a refund. Please note that the Run-Time License Key and the Agreement may not be transferred or assigned except as expressly provided in Section 1(d) below. If you install the Run-Time License Key on behalf of a party, You must ensure that such party is provided with and agrees to the terms of this Agreement prior to such installation of the Run-Time License Key.

1. LICENSES.
Subject to the terms of this Agreement, Dialogic authorizes You under Dialogics intellectual property rights as follows:

a) You may install and use the Run-Time License Key in accordance with instructions provided with licensed Dialogic(R) Multimedia Kit Software Release 1.0 for PCIe and with the Run-Time License Key on a single computer that contains a Dialogic(R) hardware board  (Single Computer) in relation to the configuration and capabilities for which You ordered from Dialogic and which are detailed in the information provided in the Run-Time License Key. The Run Time License Key enables execution of certain Dialogic(R) software that is included as part of the licensed Dialogic(R) Multimedia Kit for PCIe (such software being referred to herein as "Executable Multimedia Processing Software") or as part of a third party software and/or hardware product that utilizes such Executable Multimedia Processing Software.  The Run-Time License Key may only be used on Your Single Computer for the purpose of executing the Executable Media Processing Software for the specified configuration and capabilities which are limited as provided below in paragraphs 1b and 1c. Any other use of the Run-Time License Key shall automatically terminate this Agreement. 

b) Limits on Configuration and Capabilities. The Run-Time License Key is designed to execute the Executable Multimedia Processing Software which is limited to the simultaneous utilization of a set maximum configuration and capability on the Single Computer. 

c) You may not use Your Run-Time License Key on any computer other than on a Single Computer . If You need to increase the configuration and/or capability with respect to Your Single Computer, You must contact Your vendor to obtain a Run-Time License Key and Run-Time License Agreement that enables the larger configuration and capability.

d) Transfer. You may make a one-time transfer of the Run-Time License Key to an unrelated third party provided that such third party agrees to the terms and conditions of this Agreement and only if such transfer is part of the sale or complete direct transfer of all rights . The transfer may not be an indirect transfer, such as a consignment, and must be a complete transfer of all Your rights in the Run-Time License Key. Prior to the transfer, the third party receiving the transferred Run-Time License Key must agree in writing to all the terms of this Agreement.


e) You may not copy, modify, rent, sell, distribute or transfer all or any part of the Run-Time License Key, except as may be expressly provided in this Agreement. 

2. OWNERSHIP AND PROPRIETARY RIGHTS, RESTRICTIONS.

a) Dialogic does not allow unauthorized execution of the Executable Multimedia Processing Software (including without limitation the Dialogic(R) computer telephony software) without a valid Run-Time License by utilizing the Run-Time License Key.

b) You acknowledge that the Run-Time License Key is owned by Dialogic and includes valuable intellectual property (including without limitation copyrights, trade secrets, and/or patents) and confidential information of Dialogic, and that Dialogic its subsidiaries, licensors, affiliates and/or suppliers own and shall remain the owners of all applicable intellectual property in the Run-Time License Key and the Executable Multimedia Processing Software, including but not limited to the Dialogic Multimedia Kit Software Release 1.0 for PCIe (sometimes collectively referred to herein as the Licensed Software). You acknowledge that the Run-Time License Key is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Title to the Licensed Software remains with Dialogic, its licensors, subsidiaries, affiliates and/or suppliers.

c) You shall not copy, modify or reproduce the Run-Time License Key, nor shall You disclose it to any person except as part of a transfer in accordance with Section 1(d) provided above. Because a breach of the provisions of this Section 2 of this Agreement is likely to cause irreparable harm to Dialogic, You agree that Dialogic shall be entitled to injunctive and/or other equitable relief, in addition to other remedies afforded by law, to prevent or remedy a breach of this Section 2.

d) This Agreement does not grant You any right to subject the Licensed Software, in whole or in part, to any license obligations to any Open Source Software, including without limitation combining or distributing the Licensed Software with Open Source Software in a manner that subjects Dialogic or any portion of the Licensed Software provided by Dialogic hereunder to any license obligations of such Open Source Software.  For purposes of this Agreement, "Open Source Software" means at least any software that requires as a condition of use, modification and/or distribution of such software that such software or other software incorporated into, derived from or distributed with such software (a) be disclosed or distributed in source code form; or (b) be licensed by the user to third parties for the purpose of making and/or distributing derivative works; or (c) be redistributable at no charge. Open Source Software includes, without limitation, software licensed or distributed under any of the following licenses or distribution models, or licenses or distribution models substantially similar to any of the following: (a) GNUs General Public License (GPL) or Lesser/Library GPL (LGPL), (b) the Artistic License (e.g., PERL), (c) the Mozilla Public License, (d) the Netscape Public License, (e) the Sun Community Source License (SCSL), (f) the Sun Industry Source License (SISL), (g) the Apache Software license or (h) the Common Public License (CPL). Open Source Software shall not include Licensed Software.

e) You agree to notify Dialogic promptly of any circumstances of which You have actual or suspected knowledge of any unauthorized execution, use or copying of the Run-Time License Key by any person or entity not authorized to do so. You agree to take, at Your expense, but at Dialogic's option and under Dialogic's control and discretion, any legal action necessary to prevent or stop the unauthorized use of the Run-Time License Key by any third party or entity who or which has accessed the Run-Time License Key due in substantial part to Your fault or negligence.

f) You agree to refrain from taking any steps, including, without limitation, reverse engineering, reverse assembly or reverse compilation, or development, modification, or addition of any software code or hardware, to circumvent, emulate, copy, avoid or defeat the Run-Time License Key, and You will not assist or knowingly permit others to do so, except and only to the extent that doing so is expressly permitted by law and/or in jurisdictions where licenses for such activities cannot be withheld,.

g) This Agreement does not grant you the right to practice the AMR-NB Standard. To seek to obtain a patent license agreement to practice the standard, please contact VoiceAge Corporation at licensing@voiceage.com.

3. OTHER TERMS.
 
You do not and shall not:
(a) have any right or license to make any modifications or derivative works of the Licensed Software;
 
(b) grant to any third-party, or encourage any third-party to exercise, any rights broader than those rights Dialogic has granted to You under this Agreement;

(c) alter, remove or obscure any proprietary notices (including but not limited to copyright notices) from the Licensed Software relating to Dialogics intellectual property;
 
Any breach of any of foregoing terms shall be a material breach of this Agreement.

4. TERM AND TERMINATION OF THIS AGREEMENT.

The Agreement is effective until terminated. Dialogic may terminate this Agreement for convenience at any time upon thirty (30) days advance written notice and immediately if You violate any of the Agreements terms. Upon termination, You will immediately destroy the Licensed Software or return all copies of the Licensed Software to Dialogic. You may terminate The Agreement at any time by notifying Dialogic and/or by destroying the Licensed Software. The Agreement will also terminate automatically upon the occurrence or lack of occurrence of certain terms and/or conditions set forth in this Agreement, or if You fail to comply with any term or condition of this Agreement. You agree that upon any such termination You shall destroy or return to Dialogic the Licensed Software. All provisions of this Agreement relating to disclaimers of warranties, limitation of liability, remedies, or damages, and licensors proprietary rights shall survive termination.

5. DISCLAIMER OF WARRANTIES.

THE RUN-TIME LICENSE KEY PROVIDED IN CONJUNCTION WITH THIS AGREEMENT IS PROVIDED AS IS WITHOUT ANY EITHER OR EXPRESS OR IMPLIED WARRANTY OF ANY KIND. EACH OF DIALOGIC, ITS SUBSIDIARIES, ITS AFFILIATES, ITS LICENSORS, ITS ASSIGNS AND ITS SUPPLIERS SPECIFICALLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED SOFTWARE AND ANY ACCOMPANYING DOCUMENTATION, INCLUDING BUT NOT LIMTED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY, AND AGAINST LATENT DEFECTS. DIALOGIC ASSUMES NO RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE OR INABILITY TO USE THE RUN-TIME LICENSE KEY. THE ENTIRE RISK OF THE QUALITY AND PERFORMANCE OF THE RUN-TIME LICENSE KEY IS WITH YOU.

Dialogic does not warrant or assume any responsibility for the accuracy or completeness of any information, text, graphics, links or other terms contained within the Licensed Software.

6.EXCLUSIVE REMEDIES AND LIMITATION OF LIABILITY.

Neither Dialogic, its subsidiaries, its suppliers, nor its licensor(s) (if any) warrants that the Licensed Software will meet Your requirements or that its use will be uninterrupted or error-free.

IN NO EVENT SHALL DIALOGIC, ITS SUBSIDIARIES, ITS LICENSORS OR ITS SUPPLIERS HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY CLAIM, LOSS OR DAMAGE OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOST BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION, OR OTHER PECUNIARY LOSS AND INDIRECT, PUNITIVE, INCIDENTAL, ECONOMIC, CONSEQUENTIAL OR SPECIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND/OR THE USE OR INABILITY TO USE THE LICENSED SOFTWARE AND/OR THE LICENSED SOFTWARES PERFORMANCE OR INABILITY TO PERFORM, EVEN IUF DIALOGIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. IN NO EVENT SHALL DIALOGICS, ITS SUBSIDIARIES, ITS SUPPLIERS OR ITS LICENSOR(S)S LIABILITY FOR DAMAGES, WHETHER ARISING OUT OF CONTRACT, NEGLIGENCE, WARRANTY, OR PATENT, COPYRIGHT OR OTHER INTELLECTUAL PROPERTY INFRINGEMENT, EXCEED THE FEES YOU PAID FOR THE LICENSED SOFTWARE. NO REPRESENTATION OR WARRANTY REGARDING THE LICENSED SOFTWARE MAY BE MADE WITHOUT DIALOGICS, ITS SUBSIDIARIES, ITS AFFILIATES, ITS SUPPLIERS, OR ITS LICENSOR(S)S (IF ANY) PRIOR WRITTEN CONSENT, AND ANY WARRANTY OR REPRESENTATION MADE BY YOU OR YOUR CUSTOMERS REGARDING THE LICENSED SOFTWARE SHALL NOT CONSTITUTE AN OBLIGATION OF DIALOGIC, ITS SUBSIDIARIES, ITS SUPPLIERS, ITS AFFILIATES OR OTHER LICENSOR(S) (IF ANY).
 
DIALOGIC'S LIMITATION OF LIABILITY FOR DIRECT DAMAGES SHALL BE LIMTED TO THE PRICE PAID BY YOU FOR THE LICENSED SOFTWARE. THE LIMITED WARRANTY, LIMITED REMEDIES, WARRANTY DISCLAIMER AND LIMITED LIABILITY ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN DIALOGIC AND YOU. DIALOGIC WOULD NOT BE ABLE TO PROVIDE THE LICENSED SOFTWARE WITHOUT SUCH LIMITATIONS. 
THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS, WHICH MAY VARY FROM JURISDICTION TO JURISDICTION.  ALSO, AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION FOR CERTAIN DAMAGES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

7. APPLICABLE LAWS.

Claims arising under this Agreement shall be governed by the laws in force in Province of Quebec, Canada excluding its principles of conflict of laws and the United Nations Convention on Contracts for the Sale of Goods. Dialogic is not obligated under any other agreements unless they are in writing and signed by an authorized representative of Dialogic. Each Party hereby agrees to jurisdiction and venue in the courts of the Province of Quebec, for all disputes and litigation arising under or relating to this Agreement. The Parties consent to the personal jurisdiction of the above courts.  You agree to comply with all applicable laws and regulations, including export regulations, as related to the Licensed Software.


8.   RIGHT TO AUDIT

You agree to keep all usual and proper records and books of accounts and all usual proper entries relating to each installation of the Licensed Software during the term of this Agreement and for a period of three (3) years thereafter. During this period, Dialogic may cause an audit to be made of the applicable records in order to verify Your compliance with this Agreement and prompt adjustment shall be made to compensate for any errors or omissions disclosed by such audit. Any such audit shall be conducted by an independent certified public accountant selected by Dialogic and shall be conducted during the regular business hours at Your offices and in such a manner as not to interfere with Your normal business activities. Any such audit shall be paid for by Dialogic unless material discrepancies are disclosed. For such purposes, "material discrepancies" shall mean three percent (3%) or more of the Authorized Users within Your organization. If material discrepancies are disclosed, You agree to pay Dialogic for the costs associated with the audit as well as the license fees for the additional licensed channels or additional authorized users. In no event shall audits be made more frequently than semi-annually unless the immediately preceding audit disclosed a material discrepancy.

9.  SUPPLEMENTARY SOFTWARE

Any Supplementary Software provided with the Licensed Software  is provided "as is" with no warranty of any kind.

10. VARIOUS. 

a. GOVERNMENT RESTRICTED RIGHTS. The Licensed Software is provided with "RESTRICTED RIGHTS." Use, duplication, or disclosure by the Government is subject to restrictions as set forth in FAR52.227-14 and DFAR252.227-7013 et seq. or its successor. Use of the Licensed Software by the Government constitutes acknowledgment of Dialogic's proprietary rights therein. Contractor or Manufacturer is Dialogic Corporation, 9800 Cavendish Blvd., 5th Floor, Montreal, Quebec, Canada H4M 2V9.
 
b. ASSIGNMENT. You may not delegate, assign or transfer this Agreement, the license(s) granted (except as set out in Section 1(d)) or any of Your rights or duties hereunder, expressly, by implication, by operation of law, by way of merger (regardless of whether You are the surviving entity) or acquisition, or otherwise and any attempt to do so, without Dialogics express prior written consent, shall be null and void. Dialogic may assign this Agreement, and its rights and obligations hereunder, in its sole discretion.
 
c. SEVERABILITY. In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and, in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.
 
d. ACTIONS ARISING UNDER THE AGREEMENT/WAIVER. No action, regardless of form, arising out of this Agreement or the use of the Licensed Software may be brought by You more than two (2) years after the cause of action has first arisen. Except as provided herein, neither this Agreement nor any rights granted thereby are assignable or transferable, and any assignment or transfer will be null and void. Dialogic shall have the right to collect from You its reasonable expenses incurred in enforcing this Agreement, including attorneys fees. The waiver or failure of Dialogic to exercise in any respect any right provided for herein shall not be deemed a waiver of any further right hereunder. All rights and remedies, whether conferred hereunder or by any other instrument or law, will be cumulative and may be exercised singularly or concurrently. Failure by either Dialogic or You to enforce any term or condition of the Agreement will not be deemed a waiver of future enforcement of that or any other term or conditions.
 
e. HEADINGS. The section headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe, or describe the scope or extent of such section or in any way affect this Agreement.
 
f. ENTIRE AGREEMENT; MODIFICATION. You acknowledge that You have read this Agreement, that You understand it, and that You agree to be bound by its terms and conditions, and You further agree that this is the complete and exclusive statement of the Agreement and that this Agreement constitutes the entire agreement between You and Dialogic (the Parties) and supersedes and merges all prior proposals, understandings and all other agreement, oral and written, between the Parties relating to the Licensed Software. For the avoidance of doubt, this Agreement shall in no way supersede any terms and conditions of any third-party software license agreement. This Agreement also applies to all updates, future releases, modifications and portions of the Licensed Software contained in or merged into other software and may not be modified or altered except by written instrument duly executed by Dialogic.. These terms and conditions will prevail notwithstanding any different, conflicting or additional terms and conditions that may appear on any other agreement between Dialogic and You.  Deviations from these terms and conditions are not valid unless agreed to in writing in advance by an authorized representative of Dialogic.

g. INDEMNITY/HOLD HARMLESS. You agree to indemnify and hold harmless Dialogic and its subsidiaries, affiliates, suppliers, officers, directors and employees from and against any claim, injury, loss or expense, including reasonable attorneys fees, arising out of (i) Your failure to comply with the provisions of this Agreement, or (ii) any other wrongful conduct by or on behalf of You.

11.MISCELLANEOUS.

All rights and remedies, whether conferred hereunder or by any other instrument or law, will be cumulative and may be exercised singularly or concurrently. Failure by either Dialogic or You to enforce any term will not be deemed a waiver of future enforcement of that or any other term. The terms and conditions stated herein are declared to be severable. Should any term(s) or condition(s) of this Agreement be held to be invalid or unenforceable the validity, construction and enforceability of the remaining terms and conditions of this Agreement shall not be affected. Except as expressly provided hereunder, You may not assign any rights, duties or obligations hereunder without the prior written approval of Dialogic and any attempt to assign any rights, duties or obligations hereunder without Dialogics written consent will be void. It is expressly agreed that Dialogic and You are acting as independent contractors. You shall comply with all applicable export laws and regulations.

12. LANGUAGE AND NOTICE.

This Agreement has been drafted in the English language only. Ce contrat a t rdig en anglais uniquement.

All communications and notices made or given pursuant to this Agreement, and all documentation and support to be provided, unless otherwise noted, shall be in the English language.  Any notices sent to Dialogic under this Agreement must be sent by registered mail or courier to the attention of Dialogics General Counsel at the address below or such other address as may be listed on www.dialogic.com from time to time as being Dialogics Montreal headquarters.

Contractor/ manufacturer is:
Dialogic CORPORATION.
9800 Cavendish Blvd., 5th Floor, Montreal, Quebec, Canada H4M 2V9

www.dialogic.com 