Certification and Audit Sample Clauses

Certification and Audit. Licensee must use the Technology Compliance Logo in accordance with the terms of the SATCK. This License applies only to versions of Products that have successfully completed the compliance testing in accordance with the Java Test Suites (or Technology Compatibility Kit or TCK) as defined in the SATCK, and which otherwise fully comply with all other compliance requirements of the SATCK, including without limitation any required audit of test results.

Certification and Audit a. Upon Thales’s written request, Licensee shall conduct a review of use of the Software and certify to Thales in a written instrument signed by an authorized representative of Licensee that it is in full compliance with this ▇▇▇▇ and the Order Acknowledgment and, in particular, that it is not using more licenses than have been purchased. In the event of non- compliance, Licensee shall immediately remedy such noncompliance and provide Thales with written notice thereof. Licensee shall provide Thales with all access and assistance as Thales reasonably requests to further evaluate and remedy such noncompliance. b. During the Term, Thales may audit Licensee’s use of the Software to ensure Licensee’s compliance with this ▇▇▇▇ and the Order Acknowledgment, provided that: (i) any such audit shall be conducted on not less than fifteen (15) days’ prior notice to Licensee; and (ii) no more than one audit may be conducted in any twelve (12) month period except for good cause shown. Thales also may, in its sole discretion, audit Licensee’s systems within twelve (12) months after the end of the Term to ensure Licensee has ceased use of the Software and removed all copies of the Software from such systems as required hereunder. The Licensee shall fully cooperate with Thales’ personnel or agents conducting such audits and provide all reasonable access to records and information reasonably requested by Thales. Thales may conduct audits only during Licensee’s normal business hours and in a manner that does not unreasonably interfere with the Licensee’s business operations. c. If the audit or any of the measures taken or implemented under this Section 4, determines that the Licensee’s use of the Software exceeds or exceeded the use permitted by this ▇▇▇▇ and the Order Acknowledgment then: (i) Licensee shall, within thirty (30) days following the date of such determination by Thales, pay to Thales the retroactive License Fees for such excess use at the then-current rates for such licenses. (ii) If the use exceeds the use permitted by this ▇▇▇▇ and the Order Acknowledgment by more than ten percent (10%), Licensee shall pay Thales’ reasonable costs incurred in conducting the audit. (iii) If the use exceeds the use permitted by this ▇▇▇▇ and the Order Acknowledgment by more than twenty percent (20%), Thales shall also have the right to terminate this ▇▇▇▇ and the license granted hereunder, effective immediately upon written notice to Licensee. d. Thales’s remedies set forth in...

Certification and Audit. Upon nCipher’s written request, Licensee shall conduct a review of use of the Software and certify to nCipher in a written instrument signed by an authorized representative of Licensee that it is in full compliance with this Agreement and, in particular, that it is not using more licenses that have been purchased. In the event of non-compliance, Licensee shall immediately remedy such noncompliance and provide nCipher with written notice thereof. Licensee shall provide nCipher with all access and assistance as nCipher reasonably requests to further evaluate and remedy such noncompliance.

Certification and Audit. You agree to maintain accurate records as necessary to verify Your compliance with this Agreement. Upon Our request, no more than once every twelve (12) months, You agree to furnish Us with a written certification signed by one Your authorised representatives verifying that the Products are being used in accordance with this Agreement and the Entitlement. We or Our independent third-party accountant may examine and audit Your books and records relating to this Agreement and Your access, use, and deployment of the Products to the extent necessary to verify Your compliance with this Agreement and the Entitlement. Any audit will be conducted during regular business hours at Your facilities, will not unreasonably interfere with Your business and will comply with Your reasonable security procedures. If an audit reveals that You have exceeded the Usage Capacity, Usage Limits, other licensing metrics or the scope of Your license granted during the period audited, additional fees for Your excess usage are payable net thirty (30) days.

Certification and Audit. Within thirty (30) days of Flexera’s request and no more than once per year, Licensee shall provide a written certification of its compliance with the applicable License Level (including usage by Affiliates and Contractors) for the immediately preceding twelve (12) month period. Such certification shall be provided by a person sufficiently aware of the information being certified to and at a level sufficient to bind Licensee. If Licensee fails to certify, or if Flexera has a good faith belief that Licensee’s certification is inaccurate, Flexera may audit Licensee for the purpose of verifying Licensee’s usage of the Content in accordance with the License Level. Audits will (i) only be performed during the term of this Agreement, (ii) require prior notice of at least thirty

Certification and Audit. Licensee shall use commercially reasonable efforts to implement measures to monitor and ensure all users of the Software comply with the restrictions and limitations of this ▇▇▇▇. At HID’s written request, but not more frequently than once annually during the term of this ▇▇▇▇, Licensee shall certify to HID, in a writing signed by Licensee’s authorized representative, Licensee’s compliance with the terms of this ▇▇▇▇, and provide HID a list of (a) the number of Users by country, and (b) the locations and types of the systems on which it operates or has installed the Software. HID reserves the right to audit Licensee’s use of the Software no more than once annually, per Licensee site, at HID’s expense. HID shall schedule any audit at least fifteen (15) days in advance. Any such audit shall be conducted during regular business hours at Licensee’s facilities and shall not unreasonably interfere with Licensee’s business activities. If such audit reveals that Licensee has underpaid fees to HID, HID shall invoice Licensee for such fees at the prices previously agreed to. Such audit shall be in accordance with all applicable Government security requirements.

Certification and Audit. Licensee must use the Compatibility Logo in accordance with the terms of the SCSL. This License applies only to versions of Products that have successfully completed the compatibility testing in accordance with the TCK as defined in the SCSL, and which otherwise fully comply with all other compatibility requirements of the SCSL, including without limitation any required audit of test results.

Certification and Audit. Trading Partner shall, upon request, certify to HPHC that it complies with the terms of this Agreement. In addition, HPHC shall have the right, at its own expense, to conduct an audit of Trading Partner at any time during normal working hours upon reasonable notice to Trading Partner to determine if Trading Partner is in compliance with the terms of this Agreement.

Certification and Audit. Upon M-Files’ prior written request and no more than once every twelve (12) months, Customer shall provide M- Files with a signed certification (i) verifying that the Software Service is being used pursuant to the provisions of the Agreement; and (ii) listing all respective locations where Customer uses the Software Service. M- Files may perform an audit, not more than once per twelve (12) month period, of Customer’s compliance with the provisions of the Agreement. Any such audit shall be performed at M-Files’ expense and shall occur during Customer’s normal business hours. M-Files shall notify Customer, in writing, thirty (30) business days prior to such audit. Such audit shall not unreasonably interfere with Customer’s business operations. Customer agrees to reasonably cooperate with M-Files in such audit.