Technical data

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.