Tait TM8100 Guide De L'utilisateur page 37

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 oper-
ated. 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 Desig-
nated 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 indem-
nify 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 confi-
dence 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 other-
wise, except for those rights which are
expressly granted to Licensee in this Agree-
ment. All Intellectual Property developed, origi-
nated, 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 Intellec-
tual 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 reproduci-
ble 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 Vulnera-
bilities, 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.
6.2 Tait sole obligation to Licensee, and Licen-
see's exclusive remedy under this warranty, is
to use reasonable efforts to remedy any mate-
rial Software defect covered by this warranty.
These efforts will involve either replacing the
media or attempting to correct significant,
demonstrable program or documentation
errors or Security Vulnerabilities. If Tait cannot
correct the defect within a reasonable time,
then at Tait option, Tait will replace the defec-
tive Software with functionally equivalent Soft-
ware, license to Licensee substitute Software
Tait software licence agreement 37