Software License Agreement - Dialogic DMG1000 User Manual

This is a Software License Agreement ("Agreement") between you the
Company and your Affiliates and all your Authorized Users (collectively
referred to hereinafter as "You" or "Your") and Dialogic Corporation
("Dialogic").
Do not use any Dialogic Corporation software and any associated materials
(collectively, the "Software") which are loaded on the Dialogic® Media
Gateway hardware product ("Product") until You have carefully read the
following terms and conditions. By using the Software, You agree to the terms
of this Agreement. If You do not wish to so agree, Dialogic is unwilling to
license the Software to You. In such event, You may not use or copy the
Software, and You should promptly contact Dialogic for instructions on return
of the unused Product(s) in accordance with Dialogic's standard return
policies. Using the Product constitutes Your acceptance of the terms and
conditions contained in this Agreement. You assume responsibility for the
selection of the Software to achieve Your intended results, and for the
installation, use, and results obtained from the Software.
LICENSE. You may use the Software solely in connection with Your
organization's use of the Product, subject to these conditions:
You may not copy any part of the Software or its documentation, except as
authorized in (a) - (d) below, and You agree to prevent unauthorized copying
of the Software
(a) You may install and use one copy of the Software on a single-user
computer, file server, or on a workstation of a local area network, and only in
conjunction with a legally acquired Product;
(b) The primary Authorized User on the computer on which the Software is
installed may make a second copy for his/her exclusive use on either a home
or portable computer;
(c) You may copy the Software into any machine readable or printed form for
backup purposes in support of your use of one copy of the Software; and
(d) You may make one copy of Dialogic's documentation pertaining to the
Software, provided that all copyright notices contained within the
documentation are retained;
You may not modify the Software and/or merge it into another program.
You may transfer the Software, its documentation and its license to another
eligible party within Your Company if the other party agrees to accept the
terms and conditions of this Software License Agreement. If You transfer the
Software and documentation You must at the same time either transfer all
copies whether in printed or machine readable form to the same party or
destroy any copies not transferred; this includes all modifications and portions
of the Software contained in or merged into other Software.
You may not reverse engineer, decompile, disassemble, rent, lease or
sublicense the Software.
You may not use, copy, modify or transfer the Software and documentation, or
any copy in whole or in part, except as expressly provided for in this
Agreement.
If You transfer possession of any copy of the Software or documentation to
another party in any way other than as expressly permitted in this Agreement,
this license is automatically terminated.
The Software may include portions offered on terms in addition to those set
forth herein, as set out in a license accompanying those portions.
OWNERSHIP OF SOFTWARE AND COPYRIGHTS. Title to all copies
of the Software remains with Dialogic, its subsidiaries, or its suppliers. The
Software is copyrighted and protected by the laws of Canada, the United
States and other countries, and by international treaty provisions. You may not
remove any copyright notices from the Software, which you must treat like
any other copyrighted material except as expressly permitted in this
Agreement. Dialogic may make changes to the Software, and/or to items
referenced therein, at any time and without notice, but Dialogic is not
obligated to support or update the Software. Except as otherwise expressly
provided, Dialogic grants no express or implied right under Dialogic patents,
copyrights, trademarks, trade secrets or other intellectual property rights in
connection with the Software. You may transfer the Software only if the
recipient agrees to be fully bound by these terms and provided that You retain
no copies of the Software.

Software License Agreement

UPGRADES OF ADDED FEATURES: If the Software is provided as an
upgrade or added feature and the upgrade or added feature is an upgrade or
added feature from another software product licensed to You and Your
Authorized Users by Dialogic, the upgrade or added feature is governed by the
License Agreement earlier provided with that software product package and
the present Agreement does not grant you additional license(s).
THIRD PARTY SOFTWARE: Third party software (e.g. - drivers, utilities,
operating system components, etc.) which may be distributed with the
Software or Product hereunder is provided "AS IS" without warranty of any
kind, whether express or implied, including warranties of merchantability,
non-infringement or fitness for a particular purpose, and your use and
installation thereof is also subject to the terms and conditions of any third
party licenses which may be supplied with such software. Some Software
components may be subject to open source license provisions and Your use
and further distribution of such Software is subject to the respective open
source license under which it is provided. Please see below for additional third
party license information related to certain third party software. Dialogic
expressly disclaims liability of any kind with respect to your installation or
use of third party software.
TERM: This Agreement is effective until terminated. You may terminate it at
any time. It will also terminate upon conditions set forth elsewhere in this
Agreement or immediately if you fail to comply with any terms or conditions
of this Agreement. You agree upon such termination to destroy the Software
and documentation together with all copies thereof.
LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL DIALOGIC
CORPORATION, ITS SUBSIDIARIES, ITS SUPPLIERS OR ITS
RESELLERS OR THEIR RESPECTIVE DIRECTORS, OFFICERS OR
EMPLOYEES
INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF
YOUR USE OF OR INABILITY TO USE THE SOFTWARE, INCLUDING,
WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST
PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION,
WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR
ANY AND ALL OTHER DIRECT, INDIRECT, CONSEQUENTIAL OR
INCIDENTAL DAMAGES ARISING OUT OF THE USE OR INABILITY
TO USE THE SOFTWARE, EVEN IF DIALOGIC CORPORATION OR A
SUBSIDIARY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY,
REGARDLESS
(CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS
BASED. IN ANY CASE, DIALOGIC CORPORATION OR ITS
SUBSIDIARIES' ENTIRE LIABILITY UNDER ANY PROVISION OF
THIS SOFTWARE LICENSE AGREEMENT SHALL NOT EXCEED IN
THE AGGREGATE THE SUM OF THE FEES THAT YOU PAID FOR THIS
SOFTWARE LICENSE (IF ANY). SOME JURISDICTIONS DO NOT
ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR
CONSEQUENTIAL
LIMITATION MAY NOT BE APPLICABLE.
US GOVERNMENT RESTRICTED RIGHTS. The Software is provided
with "RESTRICTED RIGHTS." Use, duplication, or disclosure by the US
Government is subject to restrictions as set forth in FAR52.227-14 and
DFAR252.227-7013 et seq. or its successor. Use of the Software by the
Government constitutes acknowledgement of Dialogic's proprietary rights
therein.
EXPORT CONTROL. You agree to comply with all export laws and
restrictions and regulations of the Canada, the United States and other
applicable governments as well as their agencies or authorities, and not to
export or re-export the Software or any direct product thereof in violation of
any such restrictions, laws or regulations, or without all necessary approvals.
By downloading or using the Software, You agree to the foregoing and
represent and warrant that You comply with these conditions.
High Risk Activities. The Software is not fault-tolerant and is not designed,
manufactured or intended for use or resale as on-line control equipment in
hazardous environments requiring fail-safe performance, such as in the
operation of nuclear facilities, aircraft navigation or communication systems,
air traffic control, direct life support machines, or weapons systems, in which
the failure of the Software could lead directly to death, personal injury, or
severe physical or environmental damage ("High Risk Activities").
Accordingly, Dialogic, its subsidiaries and its suppliers specifically disclaim
any express or implied warranty of fitness for High Risk Activities. You agree
that Dialogic, its subsidiaries and its suppliers will not be liable for any claims
or damages arising from the use of the Software in such applications.
BE LIABLE FOR ANY INDIRECT, SPECIAL,
OF THE LEGAL OR
DAMAGES, SO THIS
EQUITABLE THEORY
EXCLUSION AND