Safety Instructions

18 Tait Software License Agreement
English
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 Agree-
ment. 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 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 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 reproducible
defect that eliminates the functionality or suc-
cessful operation of a feature critical to the pri-
mary 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 war-
ranty, 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 docu-
mentation errors or Security Vulnerabilities. If
Tait cannot correct the defect within a reason-
able time, then at Tait option, Tait will replace
the defective Software with functionally equiv-
alent Software, license to Licensee substitute
Software which will accomplish the same objec-
tive, 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 con-
dition, title, non-infringement, merchantability,
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
Documentation.
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 agree-
ing 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 contained
in a Tait Reseller or Tait Distributor Agreement.
7.3. If the Designated Products are Tait vehicle-
mounted mobile products or hand-carried por-
table 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