Draft
38
TM8100/TM8200 Installation Guide
© Tait Limited
October 2012
the Designated Products will be uninterrupted,
error-free, completely free of Security Vulner-
abilities, 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 sof-
tware included in the Software.
6.2 Tait sole obligation to Licensee, and
Licensee’s exclusive remedy under this war-
ranty, is to use reasonable efforts to remedy any
material Software defect covered by this war-
ranty. 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
which will accomplish the same objective, or
terminate the license and refund Licensee’s paid
license fee. If Tait investigation of the perceived
defect reveals that no such defect in fact exists,
Tait may recover its costs in respect of such
investigation from Licensee.
6.3. Tait disclaims any and all other warranties
relating to the Software or Documentation
other than the express warranties set forth in
this Section 6. Warranties in Section 6 are in
lieu of all other warranties whether express or
implied, oral or written, and including without
limitation any and all implied warranties of
condition, title, non-infringement, merchant-
ability, or fitness for a particular purpose or use
by Licensee (whether Tait knows, has reason to
know, has been advised of, or is otherwise
aware of any such purpose or use), whether
arising by law, by reason of custom or usage of
trade, or by course of dealing. In addition, Tait
disclaims any warranty to any person other than
Licensee with respect to the Software or Doc-
umentation.
Section 7 TRANSFERS
7.1. Licensee will not transfer the Software or
Documentation to any third party without spe-
cific prior written consent from Tait. Tait may
withhold such consent or at its own discretion
make the consent conditional upon the trans-
feree paying applicable license fees and agreeing
to be bound by this Agreement.
7.2. In the case of a value-added reseller or dis-
tributor of Tait Designated Products, the con-
sent referred to in Section 7.1 may be con-
tained in a Tait Reseller or Tait Distributor
Agreement.
7.3. If the Designated Products are Tait vehicle-
mounted mobile products or hand-carried
portable radio products and Licensee transfers
ownership of the Tait mobile or portable radio
products to a third party, Licensee may assign its
right to use the Software which is embedded in
or furnished for use with the radio products
and the related Documentation; provided that
Licensee transfers all copies of the Software and
Documentation to the transferee.
7.4. For the avoidance of any doubt, Section
7.3 excludes TaitNet Infrastructure, or the
products listed at any time under network
products at:
7.5. If Licensee, as a contractor or subcontrac-
tor (integrator), is purchasing Tait Designated
Products and licensing Software not for its own
internal use but for end use only by a Cus-
tomer, the Licensee may transfer such Software,
but only if a) Licensee transfers all copies of
such Software and the related Documentation
to the transferee and b) Licensee has first
obtained from its Customer (and, if Licensee is
acting as a subcontractor, from the interim
transferee(s) and from the ultimate end user sub
license) an enforceable sublicense agreement
that prohibits any other transfer and that con-
tains restrictions substantially identical to the
terms set forth in this Software License Agree-
ment. Except as stated in the foregoing,
Licensee and any transferee(s) authorised by
this Section may not otherwise transfer or make
available any Tait Software to any third party
nor permit any party to do so. Licensee will, on
request, make available evidence reasonably sat-
isfactory to Tait demonstrating compliance
with all the foregoing.
Section 8 TERM AND TERMINATION
8.1. Licensee’s right to use the Software and
Documentation will commence when the
Designated Products are supplied by Tait to
Licensee and will continue for the life of the
Designated Products with which or for which
the Software and Documentation are supplied,
unless Licensee breaches this Agreement, in
which case this Agreement and Licensee's right
to use the Software and Documentation may
be terminated immediately upon notice by
Tait.
8.2. Within thirty (30) days after termination of
this Agreement, Licensee must certify in writ-
ing to Tait that all copies of the Software have
been removed or deleted from the Designated
Products and that all copies of the Software and
Documentation have been returned to Tait or
destroyed by Licensee and are no longer in use
by Licensee.
8.3. Licensee acknowledges that Tait made a
considerable investment of resources in the
development, marketing, and distribution of
the Software and Documentation and that
Licensee's breach of this Agreement will result
in irreparable harm to Tait for which monetary
damages would be inadequate. If Licensee
breaches this Agreement, Tait may terminate
this Agreement and be entitled to all available
remedies at law or in equity including immedi-
ate injunctive relief and repossession of all non-
embedded Software and associated Documen-
tation. Licensee shall pay all Tait costs (on an
indemnity basis) for the enforcement of the
terms of this Agreement.
Section 9 CONFIDENTIALITY
Licensee acknowledges that the Software and
Documentation contain proprietary and Con-
fidential Information valuable to Tait and are
Tait trade secrets, and Licensee agrees to respect
the confidentiality of the information con-
