Technical data

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performance or inability to perform nor from or in connection with the Program's accompanying documentation, or any data or equipment related thereto or used in
connection therewith. In no event shall Dialogic's, its subsidiaries', its suppliers' or its licensor(s)'s liability for damages, whether arising out of contract, negligence, warranty,
or patent or copyright infringement, exceed the fees You paid for the Program. No representation or warranty regarding the Program may be made without Dialogic's, its
subsidiaries', 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 Program
shall not constitute an obligation of Dialogic, its subsidiaries, its suppliers, or other licensor(s) (if any). 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.
Right to Audit
If this Program is licensed for use in a Company, Your Company and You individually and collectively agree 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 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
the Company. 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 Program and/or referred to in this Agreement is provided "as is" with no warranty of any kind.
Miscellaneous
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 between the Dialogic and You ("the Parties"), which supersedes and merges all prior proposals, understandings
and all other agreements, oral and written, between the Parties relating to the Program. 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. This Agreement applies to all updates, future releases, modifications and
portions of the Program contained in or merged into other programs. This Agreement may not be modified or altered except by written instrument duly executed by Dialogic.
No action, regardless of form, arising out of this Agreement or the use of the Program 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 are assignable or transferable, and any assignment or transfer will be null and void. If
You authorize any other person to copy the Program, You shall obligate that person in writing to comply with all conditions of this Agreement. Dialogic shall have the right
to collect from You its reasonable expenses incurred in enforcing this agreement, including attorney's 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. 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. It is expressly agreed that Dialogic and You are acting as independent contractors under this Agreement. 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 notices sent to Dialogic under this Agreement
must be sent by registered mail or courier to the attention of Dialogic's legal department at the address below or such other address as may be listed on www.dialogic.com
from time to time as being Dialogic's Montreal headquarters.
U.S. Government Restricted Rights
The Program and all accompanying documentation are provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the U.S. Government is subject to restrictions
as set forth in subparagraph (c)(1)(iii) 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, both as applicable.
Governing Law
Any and all claims arising under this Agreement shall be construed and controlled by the laws in force in the 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.
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.
www.dialogic.com