Software Audit Sample Clauses
A Software Audit clause grants a party, typically the software licensor, the right to review and inspect the licensee’s use of the software to ensure compliance with the terms of the license agreement. This may involve scheduled or unscheduled audits, where the licensor can request access to records, systems, or premises to verify that the software is not being used beyond the agreed scope, such as exceeding user limits or unauthorized installations. The core function of this clause is to deter misuse and protect the licensor’s intellectual property by providing a mechanism to detect and address non-compliance.
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Software Audit. Upon written request from LLNS and subject to reasonable advance notification, End User 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 End User’s business activities. In the event that an audit reveals use of the Software in violation of the terms of this Agreement, End User will reimburse LLNS for the reasonable cost of the audit, in addition to such other rights and remedies that LLNS may have.
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 Partner 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. Talend is permitted to forward any data regarding excess usage by Customer to Partner.
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Software Audit. Cognex may conduct an onsite or remote audit of Licensee’s use of the Software on 10 days’ advanced written notice, to determine whether Licensee’s use of the Software is in conformance with this Agreement. Licensee will reasonably cooperate with the audit, including by providing access to any books, computers, records, or other information that relate or may relate to use of the Software. Such audit will not unreasonably interfere with Licensee’s business activities. In the event that an audit reveals unauthorized use of the Software, Licensee will reimburse Cognex for the reasonable cost of the audit, in addition to such other rights and remedies as Cognex may have. Cognex will not conduct an audit more than once per calendar year during the term of this Agreement.
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. 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. 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. 19 ARTICLE V. WARRANTIES, INDEMNITIES, AND LIABILITIES 5.1 Warranty.................................................................. 19 5.2
Software Audit. During the Term of this Agreement, and at any time during the two (2) years thereafter, Innerspace may audit Customer’s use of Software on thirty (30) days’ advance written notice. Customer shall cooperate with the audit, including by providing access to any books, computers, records or other information that relate to its use of the Software. Such audit shall not unreasonably interfere with Customer’s business activities. If Innerspace discovers unauthorized use, reproduction, distribution or other exploitation of the restrictions for the Software, and such unauthorized use exceeds five percent (5%), then Customer shall reimburse Innerspace for the reasonable cost of the audit, or of the next audit in case of discovery without an audit, in addition to such other rights and remedies that Innerspace may have. Innerspace may not conduct an audit more than once per year unless it reasonably believes Customer, its affiliate or an authorized user has engaged in any unauthorized use, reproduction, distribution or other exploitation of the Software.
