Tait Software Licence Agreement 67
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.
S
ECTION
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.
S
ECTION
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.
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
documentation errors or Security
Vulnerabilities. If Tait cannot correct
the defect within a reasonable time,
then at Tait option, Tait will replace the
defective Software with functionally
equivalent Software, 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
