70 Tait general software licence agreement
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 recov-
ery 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
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 malfunc-
tioning. 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 compli-
ance 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, orig-
inated, 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 Intel-
lectual 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 reproduc-
ible 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
Licensee’s exclusive remedy under this
warranty, is to use reasonable efforts to
remedy any material Software defect covered
by this warranty. These efforts will involve
either replacing the media or attempting to
correct significant, demonstrable program or
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