DIALOGIC SOFTWARE LICENSE AGREEMENT


Software License Agreement

This is an Agreement between you the Company and your Affiliates (referred to in some instances as “You” and in other instances as “Company”) and all your Authorized Users and Eicon Networks Corporation (“Eicon”).

YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE INSTALLING OR DOWNLOADING THE SOFTWARE. IF YOU AGREE WITH THESE TERMS PLEASE CLICK “YES” AT THE END OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THESE TERMS, PLEASE CLICK “NO” AND PROMPTLY RETURN THE PACKAGE IN “AS NEW” CONDITION (INCLUDING DOCUMENTATION AND BINDERS OR OTHER CONTAINERS) AND YOUR MONEY WILL BE REFUNDED. DOWNLOADING OR INSTALLING THE SOFTWARE CONSTTUTES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS. YOU ASSUME RESPONSIBILITY FOR THE SELECTION OF THE PROGRAM TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION, USE, AND RESULTS OBTAINED FROM THE PACKAGE

License

Under the terms and conditions of this Agreement:

  • You may install and use one copy of the Program on a single-user computer, file server, or on a workstation of a local area network.
  • Some or all functions of the Program may be available solely if the Program is used with one or more legally acquired Eicon Activation Key(s).
  • To obtain an Activation Key you must first purchase a Proof of Purchase Code (PPC). A PPC may be included in your software or hardware package or you may have to purchase it separately.
  • You will receive your Activation Key upon registering the Proof of Purchase Code as directed in the PPC document.
  • It may be possible to install multiple Activation Keys into the Program; in such a case, the total functionality provided by the Program will be the sum of the licensed functionalities controlled by the installed Activation Keys as long as the maximum capabilities of the Program are not exceeded and the functionalities are compatible.
  • Your Activation Key(s) will restrict your use of the Program. At least one of the following restriction schemes will be available to you when you register each Proof of Purchase Code (PPC) and request an Activation Key.
  • The Activation Key may be associated with a specific Eicon hardware device. In this case, the licensed functionality controlled by the Activation Key will be available solely if the same Eicon hardware is present in the computer. You can move the Program to another computer solely if you move the specified Eicon hardware to the new computer.
  • The Activation Key may be associated with a specific Eicon-supplied software protection device (‘dongle’). In this case, the licensed functionality controlled by the Activation Key will be available solely if the same dongle is present in the computer. You can move the Program to another computer solely if you also move the dongle to the new computer.
  • The Activation Key may be associated with your specific computer hardware platform. In this case, the licensed functionality controlled by the Activation Key will be available solely if no significant change is made to the hardware installed in the computer. Replacement Activation Keys may be issued at the discretion of Eicon solely if Eicon can determine that you have not moved the Program to another computer. Sufficient information must be provided to Eicon to allow it to make that determination.
  • In addition to the above restrictions, each Activation Key may have a specific term of use commencing from the date of PPC registration. In this case, the licensed functionality controlled by the Activation Key will not be available after the Activation Key has expired.
  • The Activation process requires that you enter the following information into the web-based system to obtain an Activation Key:
  • Proof of Purchase Code (PPC)
  • The Device ID provided to You by the ‘Activation’ function in the Program
  • Your email address so that the Activation Key can be delivered to You by email
  • Eicon will retain the information above for the following purposes:
  • Validation of future requests from You for replacement Activation Keys
  • Sending renewal reminders to You in the case of limited time licenses.
  • If the Eicon hardware device that Activation Keys are associated with is judged to be defective by Eicon following its standard practices, Eicon Support will issue to You replacement Activation Keys associated with the replacement device upon receipt of the faulty device by Eicon. Replacement of the faulty device is subject to the terms of Eicon’s Hardware Warranty. If a valid Advance Replacement Insurance policy is in place for the Eicon hardware, Eicon will endeavor to expedite provision of Activation Keys associated with the replacement device.
  • If the Eicon-supplied software protection device (a ‘dongle’ or ‘USB-stick’) that Activation Keys are associated with is judged to be defective by Eicon following its standard practices, Eicon Support will issue to You replacement Activation Keys associated with the replacement device upon receipt by Eicon of the failed device. Replacement of the faulty device is subject to the terms of Eicon’s Hardware Warranty.
  • You may copy the Program into any machine readable or printed form for backup in support of your use of one copy of the Program;
  • You may make one copy of Eicon’s documentation provided that all copyright notices contained within the documentation are retained;
  • You may transfer the Program, documentation and the license to another eligible party within your Company if the other party agrees to accept the terms and conditions of this Agreement. If You transfer the Program 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; ;
  • You may not rent or lease the Program. You may not reverse engineer, decompile or disassemble the Program. You may not use, copy, modify or transfer the Program and documentation, or any copy, modification or merged portion, in whole or in part, except as expressly provided for in this Agreement;
  • You may not modify the Program in order to circumvent or subvert the protection mechanisms inherent in the program or attempt to use a time-limited Activation Key after it has expired.
  • If You transfer possession of any copy, modification or merged portion of the Program or documentation to another party in any way other than as expressly permitted in this Agreement, this license is automatically terminated;

Term

The license is effective until terminated. You may terminate it at any time by destroying the Program and documentation together with all copies, modifications and merged portions in any form. It will also terminate upon conditions set forth elsewhere in this Agreement or if you fail to comply with any terms or conditions of this Agreement at any time. You agree upon such termination to destroy the Program and documentation together with all copies, modifications and merged portions in any form.

Limited Warranty

The only warranty Eicon makes, beyond the replacement of Activation Keys under the terms set out above, is that the medium on which the Program is recorded will be replaced without charge if Eicon, in good faith, determines that it was defective in materials or workmanship and if returned to your supplier with a copy of your receipt within ninety (90) days from the date you received it. Eicon offers no warranty for your reproduction of the Program. This Limited Warranty is void if failure of the Program has resulted from accident, misuse, abuse or misapplication.

Customer Remedies

Eicon’s entire liability and You and Your Authorized Users exclusive remedy shall be, at Eicon’s option, either (a) return of the price paid or (b) repair or replacement of the Program that does not meet the above Limited Warranty. Any replacement Program will be warranted for the remainder of the original Warranty period.

No Other Warranties

Eicon disclaims all other warranties, either express or implied, including but not limited to implied warranties or merchantability and fitness for a particular purpose and the warranty against latent defects, with respect to the Program and the accompanying documentation. This limited warranty gives You specific legal rights. You may have others, which may vary from jurisdiction to jurisdiction.

No Liability for Consequential Damage

In no event shall Eicon or its suppliers be liable for any damages whatsoever (including without limitation, damages for loss of business profits, business interruption, loss of information, or other pecuniary loss and indirect, consequential, incidental, economic or punitive damages) arising out of the use of or inability to use this Program, even if Eicon has been advised of the possibility of such damages. As some jurisdictions do not allow the exclusion or limitation for certain damages, some of the above limitations may not apply to You or your Authorized Users.

Limit of Liability

Eicon’s entire aggregate liability under any provision of this agreement shall be limited to the amount actually paid by You for the affected Program.

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, Eicon 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 Eicon 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 Eicon 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 Eicon for the costs associated with the audit as well as the license fees for the additional licensed channels or 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 Eicon 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.

Contractor/ manufacturer is:

DIALOGIC CORPORATION.

6700 Cote-de-Liesse Road, Suite 100, Montreal, Quebec, Canada H4T 2B5