User's Manual

126 Tait Software Licence Agreement
third-party licensor’s proprietary rights; (vii)
provide, copy, transmit, disclose, divulge or
make the Software or Documentation
available to, or permit the use of the
Software by, any third party or on any
machine except as expressly authorized by
this Agreement; or (viii) use, or permit the
use of, the Software in a manner that would
result in the production of a copy of the
Software by any means whatsoever other
than what is permitted in this Agreement.
Licensee may make one copy of the
Software to be used solely for archival,
back-up, or disaster recovery purposes;
provided that Licensee may not operate
that copy of the Software at the same time
as the original Software is being operated.
Licensee may make as many copies of the
Documentation as it may reasonably require
for the internal use of the Software.
4.3. Unless otherwise authorized by Tait in
writing, Licensee will not, and will not enable
or allow any third party to: (i) install a copy
of the Software on more than one unit of a
Designated Product; or (ii) copy or transfer
Software installed on one unit of a
Designated Product to any other device.
Licensee may temporarily transfer Software
installed on a Designated Product to
another device if the Designated Product is
inoperable or malfunctioning. Temporary
transfer of the Software to another device
must be discontinued when the original
Designated Product is returned to operation
and the Software must be removed from the
other device.
4.4. Licensee will maintain, during the term
of this Agreement and for a period of two
years thereafter, accurate records relating
to this license grant to verify compliance
with this Agreement. Tait, or a third party
nominated by Tait, may inspect Licensee’s
premises, books and records, upon
reasonable prior notice to Licensee, during
Licensee’s normal business hours and
subject to Licensee's facility and security
regulations. Tait is responsible for the
payment of all expenses and costs of the
inspection, provided that Licensee shall
indemnify Tait for all costs (including audit
costs and legal costs on a solicitor client
basis) if Licensee has breached the terms of
this Agreement. Any information obtained
by Tait during the course of the inspection
will be kept in strict confidence by Tait and
used solely for the purpose of verifying
Licensee's compliance with the terms of this
Agreement.
SECTION 5 OWNERSHIP AND TITLE
Tait, its licensors, and its suppliers retain all
of their Intellectual Property Rights in and to
the Software and Documentation, in any
form. No rights are granted to Licensee
under this Agreement by implication,
estoppel or otherwise, except for those
rights which are expressly granted to
Licensee in this Agreement. All Intellectual
Property developed, originated, or prepared
by Tait in connection with providing the
Software, Designated Products,
Documentation, or related services, remains
vested exclusively in Tait, and Licensee will
not have any shared development or other
Intellectual Property Rights.
SECTION 6 LIMITED WARRANTY;
DISCLAIMER OF WARRANTY
6.1. The commencement date and the term
of the Software warranty will be a period of
one (1) year from Tait shipment of the
Software. If Licensee is not in breach of any
obligations under this Agreement, Tait
warrants that the unmodified Software,
when used properly and in accordance with
the Documentation and this Agreement, will
be free from a reproducible defect that
eliminates the functionality or successful
operation of a feature critical to the primary
functionality or successful operation of the
Software. Whether a defect has occurred
will be determined solely by Tait. Tait does
not warrant that Licensee’s use of the
Software or the Designated Products will be
uninterrupted, error-free, completely free of
Security Vulnerabilities, or that the Software
or the Designated Products will meet
Licensee’s particular requirements. Tait
makes no representations or warranties
with respect to any third-party software
included in the Software.