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or other pecuniary loss and indirect, punitive, incidental, economic, consequential or special
damages, arising out of or in connection with this Agreement and/or the use, inability to use
the Program and/or the Program's 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
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