Dialogic Brooktrout Digital Board Installation And Configuration Manual page 6

develop its own integrated products or (b) make copies of the Software. Each Sublicensee shall execute a Sublicense
Agreement that contains substantially similar terms and conditions as are contained in this Agreement and provides
for the same level of protection of Dialogic's title, rights and defenses as this Agreement.
2.10. Protection of Rights. Developer will use the same efforts that it would use to protect its own rights, including its
intellectual property rights, but not less than commercially reasonable efforts to ensure that Sublicensees and End
Users comply with the terms of their respective agreements, and will notify Dialogic of any known violation. Upon
Dialogic's request, Developer will supply Dialogic with a copy of any sublicense agreement by and between Developer
and any Sublicensees or End Users.
3. Ownership
3.1. Dialogic or its licensors own and shall retain all proprietary rights, including all patent, copyright, trade secret,
trademark and other intellectual property rights, in and to the Software and any modifications thereto made by any
entity.
3.2. Except as set forth in a separate agreement between Dialogic and Developer, Developer shall have no right to receive
any corrections, enhancements, upgrades or other modifications to the Software ("Changes"). Unless otherwise
agreed to in such separate agreement, any Changes to the Software provided by Dialogic to Developer in accordance
with the separate agreement shall be governed by the terms of this Agreement. If Developer does receive Changes
from Dialogic, it shall incorporate those Changes into Software that it distributes to End Users under Section 2.2 for
initial installation by End Users. Developer acknowledges that the license granted under this Agreement does not
provide Developer with title to or ownership of the Software, but only a right of limited use under the terms and
conditions of this Agreement. Developer shall keep the Software free and clear of all claims, liens and encumbrances.
4. Limited Warranty
4.1. Scope of Limited Warranty
a. Dialogic warrants to Developer that for a period of ninety (90) days from delivery of the Software to Developer
(the "Warranty Period"), the media on which the Software is delivered shall be free from defects in materials and
workmanship. Dialogic's sole liability and Developer's exclusive remedy under this limited warranty shall be the
replacement of the non-conforming media.
b. The remedies set forth in Section 4.1(a) are available only if Dialogic is promptly notified in writing, within the
Warranty period, upon discovery of the defect by Developer.
4.2. Disclaimer of Any Other Warranties
a. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, ANY SOFTWARE
PROVIDED UNDER SECTION 2.1 AS A DEMONSTRATION OR EVALUATION UNIT IS BEING PROVIDED
"AS IS" WITHOUT WARRANTY OF ANY KIND AND LICENSOR HEREBY DISCLAIMS ALL WARRANTIES,
WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE LICENSED
SOFTWARE INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE AND NON-INFRINGEMENT.
b. EXCEPT FOR THE EXPRESS, LIMITED WARRANTY PROVIDED IN SECTION 4.1, DIALOGIC MAKES NO
WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE, AND DIALOGIC
DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE AND NONINFRINGEMENT. DIALOGIC DOES NOT WARRANT THAT THE SOFTWARE WILL
BE UNINTERRUPTED OR ERROR-FREE, OR THAT IT WILL SATISFY DEVELOPER'S REQUIREMENTS.
4.3. Dialogic will not be responsible to any End User for any warranties made by Developer with respect to any Software
beyond the limited warranty described in Exhibit B.
5. Limitation of Liability
5.1. IN NO EVENT SHALL DIALOGIC'S OR ITS LICENSORS' AGGREGATE LIABILITY UNDER THIS
AGREEMENT EXCEED THE AMOUNTS PAID BY DEVELOPER TO DIALOGIC FOR THE SOFTWARE (as
"Software" is defined above).
5.2. IN NO EVENT WILL DIALOGIC OR ITS LICENSORS BE LIABLE TO DEVELOPER OR ANY END USER OR
OTHER THIRD PARTY FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE,
MULTIPLE OR OTHER INDIRECT DAMAGES, OR FOR LOSS OF PROFITS, LOSS OF DATA OR LOSS OF USE
DAMAGES, ARISING OUT OF THIS AGREEMENT, WHETHER BASED UPON WARRANTY, CONTRACT,
TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF DIALOGIC HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES OR LOSSES.
6. Term and Termination
6.1. Termination. Dialogic shall have the right to terminate this Agreement and the license granted herein in the event
Developer fails to comply with any of the terms and conditions of this Agreement and such default has not been cured
within thirty (30) days after written notice of such default.
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