Technical data
Software License Agreement
Dialogic
®
Diva
®
SIPcontrol
TM
Software 1.8 Reference Guide page 5
Right to Audit
If this Program is licensed for use in a Company, Your Company agrees to keep all usual and proper records and books of
accounts and all usual proper entries relating to each installation of the Program 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 and
of the installations of the Program 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 the Company exceeding by three percent (3%) or more the number
of licensed channels for any function of the Program or the Company exceeding the licensed number of Authorized Users by
three percent (3%) or more. If material discrepancies are disclosed, Your Company agrees 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.
Supplementary Software
Any Supplementary Software provided with the Dialogic Program referred to in this License Agreement is provided "as is" with
no warranty of any kind.
U.S. Government Restricted Rights
The Program and documentation are provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the U.S.
Governments is subject to restrictions as set forth in subparagraph c) 1) ii) of The Rights in Technical Data and Computer
Software clause at DFARS 252.227-7013 or subparagraph c) 1) and 2) of the Commercial Computer Software-Restricted Rights
at 48 CFR52.227-19, as applicable.
Governing Law
This Agreement shall be construed and controlled by the laws in force in the Province of Quebec, Canada with the exception
of its conflict of laws rules. The United Nations Convention on Contracts for the Sale of Goods does not apply to this Agreement.
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. 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 Dialogic's written consent will be void. It is expressly agreed that Dialogic and You are acting as independent
contractors. These terms and conditions constitute the entire agreement between Dialogic and You with respect to the subject
matter hereof. 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. Any notice to Dialogic under
this Agreement must be sent by courier or registered mail to the attention of Dialogic's legal department at the address below.
Contractor/ manufacturer is:
DIALOGIC CORPORATION.
9800 Cavendish Blvd., Montreal, Quebec, Canada H4M 2V9
This Agreement has been drafted in English at the express wish of the parties. Ce contrat a été rédigé en anglais à la demande
expresse des parties.