END USER SOFTWARE LICENSE AGREEMENTTHE LICENSED SOFTWARE IS LICENSED (NOT SOLD). BY OPENING THE PACKAGE CONTAINING THE LICENSED SOFTWARE, AND/OR BY USING THE
LICENSED SOFTWARE YOU ARE ACCEPTING AND AGREEING TO THE TERMS OF THIS END USER LICENSE AGREEMENT (HEREAFTER “AGREEMENT”
OR “EULA”). IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT, YOU SHOULD PROMPTLY RETURN THE
LICENSED SOFTWARE TOGETHER WITH PROOF OF PURCHASE TO YOUR VENDOR FOR A FULL REFUND. THIS LICENSE AGREEMENT REPRESENTSTHE ENTIRE AGREEMENT BETWEEN YOU ("LICENSEE") AND AUDIOCODES LTD ON BEHALF OF ITSELF AND ITS SUBSIDIARIES ("LICENSOR"), AND ITSUPERSEDES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING BETWEEN THE PARTIES IN RELATION TO THE SUBJECT MATTEROF THIS LICENSE AGREEMENT. BY INSTALLING AND/OR USING THE LICENSED SOFTWARE, YOU AGREE TO ABIDE BY ALL OF THE TERMS ANDCONDITIONS STATED OR REFERENCED UNDER THIS EULA. IF YOU DO NOT AGREE TO ABIDE BY THESE TERMS AND CONDITIONS, DO NOT INSTALLOR USE THE LICENSED SOFTWARE.YOU MUST ACCEPT AND ABIDE BY THESE EULA TERMS AND CONDITIONS TO USE THE LICENSED SOFTWARE.
ANY CHANGES, ADDITIONS OR DELETIONS BY YOU TO THESE TERMS AND CONDITIONS WILL NOT BE ACCEPTED BY AUDIOCODES AND WILL NOT
BE PART OF THIS EULA.

1.

2.

Definitions.

1.1.

Confidential Information means information concerning inventions, know-how, trade secrets and otherproprietary Licensor information or information of its licensors, including Licensor's disclosure of theLicensed Software, Documentation and trade secrets relating to the Licensed Software and anymodifications thereof.

1.2.

Licensor Hardware Platform means Licensor hardware products bearing Licensor's brand name and partnumber on which Licensed Software is intended to run.

1.3.

Licensed Software means the software licensed under this Agreement in Object Code. Licensed Software
includes any updates, upgrades, and any other modifications thereof, delivered to Licensee under thisAgreement but excludes Open Source Software. In the event that Licensor restricts the number of units
managed by the software or there is a license key limiting the type of software options or configurations
used, such limitations apply as part of this definition.

1.4.

Licensed Configuration means to the extent applicable, the choice of features and the maximum numberof ports and/or units of managed Licensor Hardware Platform, or any other specifications, as declared byLicensee, and approved in writing by Licensor, and upon which the Fees are based.

1.5.

Object Code means computer programming code in the form not readily perceivable by humans andsuitable for machine execution without the intervening steps of interpretation or compilation.

1.6.

Open Source Software means software subject to the provisions of open source licenses, including but
not limited to, Apache Software License, BSD License, Mozilla Public License, GPL, GNU or any other similarlicense.

1.7.

Purchase Order means a written document issued by Licensee for the acquisition of Licensor's products
and acknowledged by Licensor.

1.8.

Source Code means the human readable form of the machine readable code of the Licensed Software.

1.9.

Fees mean either license fees or any other compensation required for the purchase of Licensor's products
upon which Licensed Software is embedded.

License Grant. Subject to the payment of Fees, Licensor and its licensors hereby grant to Licensee, andLicensee hereby accepts from Licensor, subject to the terms of this agreement, a limited, non-exclusive,
nontransferable, worldwide, Object Code license to use the Licensed Software only for internal purposes and inaccordance with the Licensed Configuration.
Licensee shall not use the Licensed Software in any way other than explicitly set forth in this Agreement.
Without derogating from the above Licensee:
2.1.1. Will not market, sub-license, or otherwise disclose or distribute the Licensed Software.
2.1.2. Will not modify, decompile, reverse engineer, disassemble or otherwise attempt to reveal the Source
Code of the Licensed Software.
Except as otherwise stated in this license grant, Licensor reserves unto itself and its successors and assigns any
right not specifically granted.

V. Jan 2023

3.

Third Party Software Licensee acknowledges that portions of the Licensed Software may contain or be derived
from materials of third party Iicensors. In addition to the terms of this Agreement, such Third Party Software may
be subject to additional terms.

4.

Open Source Software. Portions of the software may be Open Source Software and may be governed by anddistributed under open source licenses, including the terms of the GNU General Public License (GPL), and termsof the Lesser General Public License (LGPL), which terms are located at http://audiocodes.com, and all areincorporated herein by reference. In the event of any conflict between the terms of this Agreement or any license
agreement and the terms of license agreement(s) that accompany the Open Source Software files, the applicableterms of the later license shall prevail. If any Open Source Software is provided in object code, and its
accompanying license requires that it be provided in source code as well, Licensee may receive such sourcecode by sending Licensor (to Licensor address specified in this Agreement), via registered mail, a certified checkfor US$15 to cover Licensor's production and shipping costs, and a CD with the appropriate source code will bemailed to Buyer.

5.

Protection of Licensed Software

5.1.

Legends and Notices Licensee agrees to reproduce, on all copies of the Licensed Software and theDocumentation, a Licensor copyright notice in a form approved in advance by Licensor. The copyright notice
shall be the same or similar to the following: "Portions of this software are © [year] AudioCodes Ltd. All
intellectual property rights in such portions of the software and documentation are owned by AudioCodes
Ltd and/or its licensors and are protected by United States copyright laws, other applicable copyright laws
and international treaty provisions. AudioCodes Ltd and its licensors retain all rights not expressly granted."

5.2.

Title Subject to the rights granted to Licensee under this Agreement, title in and to the Licensed Softwareand Documentation, including but not limited to, all copyright, patent, trade secret rights, and intellectual
property rights shall remain in and with Licensor and its licensors.

5.3.

Confidentiality. Licensee hereby acknowledges that the Licensed Software contains valuable Confidential
Information of Licensor and its licensors. Licensee agrees to hold all such Confidential Information in
confidence, and agrees not to disclose such Confidential Information, except as expressly permitted in thisAgreement, to anyone other than Licensee's employees with a bona fide need to know, who shall begoverned by a parallel confidentiality of equal or greater force. Additionally, Licensee agrees to use at leastthat degree of care which it uses to protect its own information of a similar proprietary nature, but in no event
less than reasonable protection.
Excluded from such Confidential Information is information that Licensee can prove by clear and convincing
evidence that it had in its possession without confidential limitation prior to disclosure, which is known or
becomes known to the general public without breach of this Agreement or which is received rightfully by
Licensee and without confidentiality limitations from a third party or which is disclosed publicly by Licensor
without substantially similar confidentiality restrictions.

5.4.

Unauthorized Disclosure Licensee acknowledges that the unauthorized disclosure of such Confidential
Information could cause irreparable harm and significant injury to Licensor which may be difficult toascertain. Accordingly, Licensee shall indemnify Licensor against any loss and expense arising due to such
unauthorized disclosure by Licensee. Furthermore, Licensee agrees that Licensor shall have the right toobtain an immediate injunction enjoining any such unauthorized disclosure.

6.

Audit Rights Upon fourteen (14) days advance written notice to Licensee, Licensor shall have the right, toappoint an auditing representative, having executed a Non Disclosure Agreement, to audit and copy Licensee'srelevant records and accounts which contain information bearing upon Licensee's compliance with thisAgreement. The Audit shall take place at Licensee's premises during normal business hours. If any audit reveals
a breach of this Agreement, Licensee shall bear the reasonable cost of such audit, and Licensee shall pay
Licensor any underpaid amount in accordance with Licensor's then current price list, in each case within thirty(30) days of the date of issuance of invoice therefor. Licensee shall retain all records and accounts, which may
be required for an audit for a period of five (5) years, notwithstanding any termination hereof.

7.

WARRANTY

7.1.

FUNCTIONALITY. LICENSOR WARRANTS THAT FOR A PERIOD OF NINETY (90) DAYS THE LICENSEDSOFTWARE SHALL OPERATE SUBSTANTIALLY IN ACCORDANCE WITH LICENSOR'S PUBLISHEDSPECIFICATIONS (AS UPDATED FROM TIME TO TIME). LICENSOR DOES NOT WARRANT THAT THELICENSED SOFTWARE IS ERROR FREE OR THAT ERROR CONDITIONS WILL BE CORRECTED. EXCEPTFOR THE ABOVE WARRANTY THE LICENSED SOFTWARE IS PROVIDED TO LICENSEE AND ACCEPTEDBY LICENSEE ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED ORSTATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES AS TO TITLE, THE DESCRIPTION,QUALITY, MERCHANTABILITY, NON-INFRINGEMENT, COMPLETENESS, THE CONDITION OR CAPABILITYIN WHOLE OR IN PART, OF THE LICENSED SOFTWARE FITNESS FOR A PARTICULAR PURPOSE, ALL SUCHWARRANTIES BEING EXPRESSLY EXCLUDED AND DISCLAIMED. THIS STATED EXPRESS WARRANTY ISIN LIEU OF ALL OTHER WARRANTIES, LIABILITIES OR OBLIGATIONS OF LICENSOR ARISING OUT OF ORIN CONNECTION WITH THIS AGREEMENT AND THE DELIVERY, USE OR PERFORMANCE IN WHOLE ORIN PART, OF THE LICENSED SOFTWARE. THIS WARRANTY DOES NOT COVER AND LICENSOR AND ITSAFFILIATES ARE NOT RESPONSIBLE FOR ANY FAILURE OR DEFECT AND THE RESULTING DAMAGEJanuary 2023

CAUSED BY THE USE OF THE LICENSED SOFTWARE. LICENSOR SPECIFICALLY DOES NOT WARRANTTHAT THE LICENSED SOFTWARE CONFORMS TO ANY RELATED STATUTE OR REGULATION AND
INDICATES THAT NOTHING STATED OR IMPLIED BY LICENSOR, ITS AFFILIATES AND ITSREPRESENTATIVES IS TO BE CONSIDERED LEGAL COUNSEL. FURTHER, LICENSOR ITS AFFILIATES ANDITS REPRESENTATIVES BEAR NO RESPONSIBILITY TO NOTIFY LICENSEE OF ANY REGULATORYCHANGES WHICH MAY LIMIT USE OF THE LICENSED SOFTWARE.
THE ABOVE WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHEREXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FORA PARTICULAR PURPOSE.
NO WARRANTY SHALL APPLY TO DEFECTS, FAILURES, DAMAGE, OR LOSS RESULTING FROM CORRECTIONS,REPAIRS OR SERVICE NECESSITATED BY:(i) LICENSEE'S OR THE ULTlMATE USER'S SYSTEM, OTHER EQUIPMENT OR ITS USE;(ii) ANY ACT OR OMISSION BY ANYONE OTHER THAN LICENSOR;(iii) POWER SHORTAGES, IRREGULARITIES, OR FAILURES;(iv) MODIFICATION OF THE LICENSED SOFTWARE BY ANYONE OTHER THAN LICENSOR;(v) OR ANY OTHER CAUSE BEYOND LICENSOR'S CONTROL.

7.2.

LIMITATION OF LIABILITY NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, INNO EVENT WILL LICENSOR'S TOTAL LIABILITY HEREUNDER EXCEED THE FEES PAID TO LICENSOR BYLICENSE HEREUNDER DURING THE PRECEDING TWELVE (12) MONTHS.

8.

Support The Fees do not include support, installation or training. Such services, to the extent offered by Licensor,
may be separately purchased by Licensee, at Licensor's then current rates.

9.

Notices When any notice is required or authorized hereunder, such notice shall be given in writing by recognizedexpress service or personal delivery addressed to the following address:
Licensor:
AudioCodes Ltd.
Attn: General Counsel
6 Ofra Haza Street,
Or-Yehuda, Israel
Licensee:
The address specified in Licensee's Purchase Order.
A notice shall be deemed given ten (10) working days after deposit in the mail or at the time of delivery if deliveredin person or within two (2) working days if given by facsimile.

10. Term and Termination
10.1. This Agreement shall commence upon downloading, and/or using the Licensed Software and continue until

terminated as set forth in this Agreement. Either party may terminate this Agreement immediately upon
written notice for the material breach of the other party, which material breach is curable and has remained
uncured for a period of thirty (30) days from the date of delivery of written notice thereof to the breaching
party. Upon termination Licensee agrees (i) not to use the Licensed Software for any purpose whatsoever;(iii) not to distribute or market the Licensed Software; (ii) immediately destroy or return the Licensed Software
to Licensor (iii) to certify to Licensor that such destruction has taken place. Notwithstanding anything to thecontrary, termination of this Agreement will not effect the rights of Licensor's customers to continue to use
the Licensed Software previously licensed in accordance with the terms of this Agreement.

11. Survival Sections 3, 4, 5, 6, 7, and 12 shall survive the expiration and termination of this Agreement for anyreason. Provisions of the Sections which, by their nature, must remain in effect beyond the termination of thisAgreement shall also survive. Payments which accrue or are due before termination of this Agreement shallsurvive the expiration or termination of this Agreement.
12.

Miscellaneous

12.1. Choice of Law When Licensee's principal place of business is outside the United States of America thisLicense Agreement shall be governed by and construed in accordance with the laws of the State of Israel
without regard to its conflicts of laws principles. Any dispute between the parties shall be submitted to theexclusive jurisdiction of the competent court in the city of Tel Aviv, Israel. When Licensee's primary place ofbusiness is in the United States of America this License Agreement shall be governed by and construed inaccordance with the laws of the State of New York without regard to its conflicts of laws rules. In any action
to enforce or arising out of this Agreement, the parties hereto each party consents to the jurisdiction of andvenue in each of the state and federal courts located in the County of New York, for the adjudication of all
matters relating hereto or arising hereunder. The parties agree that the United Nations Convention onContracts for the International Sale of Goods is specifically excluded from this Agreement.

12.2. Waiver No delay, omission, or failure to exercise any right or remedy provided herein shall be deemed toJanuary 2023

be a waiver thereof or an acquiescence in the event giving rise to such right or remedy, but every such rightor remedy may be exercised, from time to time as may be deemed expedient by the party exercising such
remedy or right.

12.3. Taxes Licensee shall be solely responsible for any sales, use, service, withholding tax or other tax levied or
incurred on account of the Agreement or the activities hereunder, except for any tax based upon the net
income of Licensor.

12.4. Severability If any provision herein is ruled too broad in any respect to permit the full enforcement thereof,
or if any provision herein is ruled in violation of applicable law, then such provision shall be limited only sofar as it is necessary to allow conformance to the law, and as so limited shall be deemed a part hereof
herein. If any invalid provision may not be so limited, such provision shall be deleted from the Agreement,
but the remaining provisions shall remain in full force and effect.

12.5. Assignment Neither this Agreement or any of Licensee's rights or obligations hereunder may be assigned
or transferred by Licensee, whether voluntarily or by operation of law, without the prior written permissionof Licensor and any attempt to do so shall be without effect. Assignment shall be deemed to include (butnot limited to) (i) all or substantial part of the assets of the Licensee being sold or otherwise transferred toany person; (ii) the Licensee being merged or consolidated with any other person; and (iii) Licensee
becoming subject to the control of any competitive firm or company.

12.6. Export Licensee understands that the Licensed Software may be a regulated commodity under the export
control laws of the United States or Israel, as amended from time to time, and the regulations thereunder,and may require a license to export such. Licensee is solely responsible for any required export license andshall obtain any such required license(s).

12.7. Relationship of Parties Nothing herein shall be deemed to create an employer-employee relationshipbetween Licensor and Licensee, nor any agency, joint venture or partnership relationship between theparties. Neither party shall have the right to bind the other to any obligation, nor have the right to incur any
liability on behalf of the other.

12.8. Integration This Agreement is the complete and exclusive agreement between the parties with regard to

the subject matter hereof and supersedes the prior discussions, negotiations and memoranda related
hereto. Any Licensee purchase order issue for the Licensed Software, documentation, or services provided
hereunder shall be for the sole purposes of administrative convenience and shall be subject to the terms
hereof.

12.9. Counterparts This Agreement may be executed in multiple original counterparts, each of which will be anoriginal, but all of which taken together shall constitute one and the same document if bearing an authorized
signature of Licensor and Licensee.

Licensee Name:
Signed by:Role:
Signature:
Date:

January 2023