Software Audit Sample Clauses

Software Audit. Client agrees to allow ▇▇▇▇▇▇ Solutions the right to audit Client’s use of PbK and licenses of PbK at any time. Client will cooperate with the audit, including providing access to any books, computers, records or other information that relate to the use of PbK. Such audit will not unreasonably interfere with Client’s activities. In the event that an audit reveals unauthorized use, reproduction, distribution, or other exploitation of PbK, Client will reimburse ▇▇▇▇▇▇ Solutions for the reasonable cost of the audit, in addition to such other rights and remedies that ▇▇▇▇▇▇ Solutions may have. ▇▇▇▇▇▇ Solutions will not conduct an audit more than once per year.

Software Audit. During a Subscription Term, and for twelve (12) months after its expiry or termination, Customer will take reasonable steps to maintain complete and accurate records of its use of Software sufficient to verify compliance with the Agreement (“Verification Records”). Upon at least thirty (30) days advance notice, and no more than once per twelve (12) month period, Customer will provide Talend and its auditors access to the Verification Records and any applicable books, systems, and accounts during Customer’s normal business hours. In the event such audit reveals that Customer has used the Software in excess of the Agreement, Customer shall promptly pay to Talend an amount equal to the difference between the fees actually paid and the fees that would have been paid by Customer had Customer purchased the number of licenses it is shown to have been using.

Software Audit. Buyer will maintain complete, current and accurate records documenting the location, access and use of the Offering. During the Term and for 1 year thereafter, Honeywell may: (a) require Buyer to send written certification of compliance with the terms and conditions of this Agreement within 30 days; and (b) upon reasonable notice, audit the Buyer’s records and electronic logs to verify Buyer’s access to and use of any Offerings and Buyer’s compliance with the terms and conditions of this Agreement. Buyer may not take any steps to avoid or defeat the purpose of any such verification measures, and will cooperate with Honeywell to facilitate Honeywell’s audit. If any audit reveals any underpayment, ▇▇▇▇▇ will promptly pay Honeywell the underpaid fees and related maintenance and support fees. If the underpayment is 5% or more of the Fees for the Offering in any 3-month period, Buyer will reimburse Honeywell for its audit costs and audit-related expenses.

Software Audit. You agree that Game Face Gaming Inc may audit your use of the Software for compliance with these terms at any time, upon reasonable notice. In the event that such audit reveals any use of the Software by you other than in full compliance with the terms of this Agreement, you shall reimburse Game Face Gaming Inc for all reasonable expenses related to such audit in addition to any other liabilities you may incur as a result of such non-compliance. Your license rights under this Agreement are perpetual, non-exclusive and limited

Software Audit. RDSI may at any time after the Effective Date and again after the delivery of any significant Enhancements, audit the Software to determine whether the Software operates in accordance with its Documentation.

Software Audit. ソフトウェア監査

Software Audit. Upon written request from LLNS and subject to reasonable advance notification, Licensee shall provide LLNS with access to any books, computers, records, or other information that relate or may relate to its use of the Software as LLNS may request to show compliance with the terms of this Agreement. Such audit will not unreasonably interfere with Licensee’s business activities. In the event that an audit reveals use of the Software in violation of the terms of this Agreement, Licensee will reimburse LLNS for the reasonable cost of the audit, in addition to such other rights and remedies that LLNS may have.

Software Audit. Upon sixty (60) days advance notice from Chordiant, and no more often than once in any twelve (12) month period, Chordiant may audit EDS' use of the Chordiant Licensed Software solely to verify EDS has not exceeded the number of Licenses EDS has purchased. Said audit will be conducted by a third party audit professional selected by Chordiant with the prior written consent of EDS, during normal business hours, and not disrupt EDS' business. Chordiant shall be responsible for the fees and costs of such audit. If EDS has exceeded the number of Licenses it has purchased, Chordiant's sole and exclusive remedy will be to have EDS purchase the additional Licenses required to equal actual usage.

Software Audit. Licensee shall provide ▇▇▇.▇▇▇ in -------------- conjunction with any notice of termination by Licensee under Section 11.2.1 or -------------- within thirty (30) days of any notice of termination by ▇▇▇.▇▇▇ under Section ------- 11. 2.1 a written "Development Plan" for any and all software and other ------ technology that Licensee and/or its Affiliates contemplate using as a substitute for the Licensed Technology and Modifications thereof at any time after termination of the Agreement ("Substitute Technology"). The Development Plan shall specify to the reasonable satisfaction of ▇▇▇.▇▇▇ (i) Licensee's reasonable best estimate of the total costs and expenses incurred by Licensee and its Sublicensees in developing and implementing the Substitute Technology, (ii) the identity and location of any independent contractors retained to develop the Substitute Technology, and (iii) the software architecture and platform for each major software module included in the Substitute Technology (including, without limitation, the order fulfillment, product management, Website management, customer support and security software modules) and the identity of all material third-party software each such module will operate with. Licensee represents and agrees that no person or entity (whether an employee of Licensee or any Sublicensee, an independent contractor or any other third party) who assists in the development or implementation of any part of the Substitute Technology will, at any time after commencing such assistance, have access to, refer to or use any of the Source Code of the Licensed Technology or any Modification thereof. Licensee shall notify ▇▇▇.▇▇▇ in writing upon completion of development of the Substitute Technology and for a period of six (6) months thereafter, ▇▇▇.▇▇▇ will have the right, at its expense, on fifteen (15) days written notice to Licensee and during normal business hours, acting through an independent software auditor designated by ▇▇▇.▇▇▇ and approved of by Licensee (such approval not to be unreasonably withheld), to examine and audit, in a manner reasonably designed to minimize the disruption to Licensee's business, all of the object code and Source Code and all documentation relevant to the Substitute Technology, and Licensee shall ensure that the auditor is provided full access to such materials to conduct the examination and audit. Prior to such examination and audit, Licensee may require on reasonable notice to the auditor and ▇▇▇.▇▇▇ that ...