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2. License
2.1. Demonstration or Evaluation. If the Software is provided to Developer as a demonstration or evaluation unit, (a) the
licenses granted in Section 2.2 shall not apply and (b) Dialogic grants the Developer, and the Developer accepts, a
non-exclusive, non-transferable right and license (without the right to grant sublicenses) to use the Software for a
period of ninety (90) days from the date of delivery of the Software to Developer for the sole purpose of evaluating
the suitability of such Software. Under no circumstances shall the Software be used for any commercial purposes,
and Developer is not being granted any rights to distribute the Software under this Agreement without the express
written permission of Dialogic.
2.2. License Grant. Subject to the terms and conditions contained herein, Dialogic grants Developer a license to use and
distribute the Software subject to and in accordance with the following provisions.
a. If the Software is distributed to Developer for use with Dialogic Hardware, Dialogic grants Developer a
royalty-free, non-transferable license (without the right to grant sublicenses, except as set forth in Section 2.9)
to (i) use the Software solely for the purposes of developing Integrated Products; (ii) make copies of the Software
for distribution to End Users, whether as a stand-alone product or as part of an Integrated Product, solely for
use by such End Users for their internal business purposes in connection with Dialogic Hardware; and (iii)
distribute the Software to End Users, whether as a stand-alone product or as part of an Integrated Product,
solely for use by such End Users for their internal business purposes in connection with Dialogic Hardware. The
Software is used in connection with Dialogic Hardware if it is operated only on the central processing unit of a
computer served by one or more items of Dialogic Hardware and, where appropriate in connection with such use,
it is downloaded into memory located on Dialogic Hardware.
b. If the Software is distributed to Developer as host-based media processing software, Dialogic grants Developer
a royalty-bearing, non-transferable license (without the right to grant sublicenses, except as set forth in Section
2.9) to (i) use the Software solely for the purpose of developing Integrated Products; (ii) make copies of the
Software for distribution to End Users, whether as a stand-alone product or as part of an Integrated Product for
the End Users’ internal business purposes; and (iii) distribute copies of the Software to End Users, whether as
a stand-alone product or as part of an Integrated Product for the End Users’ internal business purposes, subject
to the purchase by the End User of a License Key. Developer shall not distribute or otherwise transfer any
Developer License Key for any purpose without Dialogic’s prior written consent.
2.3. Copies. Developer shall not remove or alter any copyright or other proprietary notices that appear on the Software
and shall include all such notices on all copies of the Software (including without limitation all copies of the Software
that are incorporated into Integrated Products).
2.4. No Reverse Engineering. Developer shall have no rights to any source code for the Software. Developer agrees that
it shall not cause or permit the disassembly, decompilation or reverse engineering of the Software or otherwise
attempt to gain access to the source code to the Software. If applicable law requires access to source code for some
purpose, such as inter-operability with other software, and Developer desires access for that required purpose,
Developer shall notify Dialogic, and Dialogic shall have the option, in its discretion, to (i) perform the work to derive
any required information at Dialogic’s usual consulting rate, or (ii) allow Developer access to source code solely for
the legally required purpose.
2.5. Additional Restrictions. Developer shall not, and shall not permit any third party to disclose the results of any
benchmark test of the Software to a third party without the prior written approval of Dialogic.
2.6. Reservation of Rights. Dialogic and its licensors reserve all rights not otherwise expressly granted in this Section 2.
Any use, modification, reproduction or distribution of the Software not expressly permitted under this Agreement is
hereby expressly prohibited.
2.7. License Keys. The use of the Software may require a License Key. Developer shall not (a) use any access code or
activation key other than the Developer License Key (if any) provided by Dialogic or (b) develop or alter any access
code for the Software or otherwise circumvent or attempt to circumvent the License Key or Developer License Key.
2.8. End User Agreements. The Software shall be distributed to each End User under an End User Agreement entered
into by such End User which may be a shrink-wrap, break-the-seal or click-wrap or executed written agreement
which provides for the same level of protection of Dialogic’s title, rights and defenses as this Agreement, and
pursuant to which the End User agrees (a) to use the Software solely for its own internal business purposes, and not
for further distribution or licensing; (b) not to copy the Software in whole or in part, except as permitted under
applicable law, and then only with the inclusion of all copyright, proprietary and other notices; (c) not to permit any
parent, subsidiaries, affiliated entities or third parties to use the Software; and (d) not rent, lease, loan or transfer
the Software. Where the Software or Integrated Product is distributed to an End User pursuant to Section 2.2(a),
the End User shall also agree to use the Software solely in connection with Dialogic Hardware. Developer may
include in such End User Agreement, the terms of the limited warranty attached as Exhibit B hereto.