Common use of Software Audit Clause in Contracts

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.