COMPLIANCE AND AUDIT RIGHTS. During the duration of this Agreement and for two (2) years after its expiration or termination, YOU will maintain accurate records of YOUR use of the Software sufficient to show compliance with the terms of this Agreement. YOU agree to notify Maplesoft promptly of any failure by YOU to comply with one or more licenses granted under this Agreement, or any failure to comply with any other material term of this Agreement. To confirm YOUR compliance with the terms and conditions of this Agreement, YOU agree to allow a Third Party auditor appointed by Maplesoft or by a Third Party Licensor (if applicable) (the “Auditor”) to audit YOUR use of the Software, and to provide the Auditor access to YOUR facilities, Sites, CPUs and computer systems, and cooperation from YOUR employees and consultants, as reasonably requested by the Auditor in order to perform such audit, all during normal business hours, and after reasonable prior notice from Auditor. If an audit discloses that YOU has failed to comply with one or more licenses, and such failure to comply could have in part or in whole been avoided by YOU having paid additional Fees to expand the scope of the license or licenses, then YOU shall promptly pay Maplesoft or the Third Party Licensor, as the case may be, such licensing fees (at payee’s then current rates) and, if such unpaid License Fees exceed 5% of the License fees paid for the applicable Software during the applicable period during which such underpayment occurred, then YOU shall, in addition to paying the unpaid Fees, also reimburse Maplesoft or the Third Party Licensor, as the case may be, the full cost of such audit.
COMPLIANCE AND AUDIT RIGHTS. Licensee agrees to notify Reduct promptly upon discovery of any failure to comply with one or more Licenses granted under this Agreement, or any failure to comply with any other material term of this Agreement. To confirm Licensee’s compliance with the terms and conditions of this Agreement, Licensee agrees to allow Reduct to audit Licensee’s use of the Programs, and to provide Reduct access to Licensee’s facilities and computer systems, and cooperation from Licensee’s employees and consultants, as reasonably requested by Reduct in order to perform such audit, all during normal business hours, and after reasonable prior notice from Reduct. If an audit discloses that Licensee has failed to comply with one or more Licenses, and such failure to comply could have in part or in whole been avoided by Licensee having paid additional License fees to expand the scope of the License or Licenses, then Licensee shall promptly pay Reduct such Licensing fees (at Reduct’s then current rates) and, in addition to paying the unpaid License fees, also reimburse Reduct the full cost of such audit.
COMPLIANCE AND AUDIT RIGHTS. 9.1 Upon request by a Data Controller, the Data Processor shall make available to the Data Controller all relevant information necessary to demonstrate compliance with this DPA, and shall cooperate with audits requests, including inspections by a supervisory authority, the Data Controller or an auditor mandated by the Data Controller. The Data Controller shall give reasonable notice of any audit inspection to the Data Processor or and shall make reasonable endeavours to avoid causing damage or disruption to the Data Processors premises, equipment and business in the course of such an audit or inspection. Any audit or document inspection shall be carried out with reasonable prior written notice of no less than 30 days, and shall not be conducted more than once a year.
COMPLIANCE AND AUDIT RIGHTS. Once annually, upon ten (10) business days’ prior written notice, Blue Yonder may verify Customer’s compliance with this Agreement by reviewing Customer’s use and deployment of the Software. Either Blue Yonder or an independent public accounting firm reaso nably acceptable to both parties will perform the audit during Customer’s regular business hours with minimal disruption to Customer’s ongoing business operations. Customer shall pay Blue Yonder for any over deployments of the Software disclosed by the audit. License Fees for such over deployments will be invoiced to and paid by Customer at the undiscounted license list price in effect as of the audit completion date (“ List Price”), unless otherwise mutually agreed. Blue Yonder will bear the costs of the audit, unless the audit discovers that the List Price value of non -compliant Software deployment exceeds five (5%) percent of the total List price value of Software paid for by Customer, in which case, Customer shall pay the reasonable costs of the audit.
COMPLIANCE AND AUDIT RIGHTS. You agree to notify Licensor promptly upon discovery of any failure to comply with one or more Licenses granted under this Agreement, or any failure to comply with any other material term of this Agreement. To confirm your compliance with the terms and conditions of this Agreement, you agree to allow Licensor to audit your use of the Software, and to provide Licensor access to your facilities and computers, and cooperation from your employees and consultants, as reasonably requested by Licensor in order to perform such audit, all during normal business hours, and after reasonable prior notice from Licensor. If an audit discloses that you have failed to comply with one or more Licenses, and such failure to comply could have in part or in whole been avoided by you having paid additional License fees to expand the scope of the License or Licenses, then you shall promptly pay Licensor such Licensing fees (at Licensor’s then current rates) and, if such unpaid License fees exceed five percent (5%) of the License fees paid to Licensor for the applicable Software during the applicable period during which such underpayment occurred, then you shall, in addition to paying the unpaid License fees, also reimburse Licensor the full cost of such audit.
COMPLIANCE AND AUDIT RIGHTS. Once annually, upon ten (10) business days’ prior written notice, JDA may verify Developer’s compliance with the Agreement by reviewing Developer’s use and deployment of the JDA Products and its payments to JDA. Either JDA or an independent public accounting firm reasonably acceptable to both parties will perform the audit during Developer’s regular business hours with minimal disruption to Developer’s ongoing business operations. Developer shall pay JDA for any over deployments of the JDA Products or any underpayment of Sales Fees disclosed by the audit. JDA will bear the costs of the audit, unless the audit discovers that the amount owed for non- compliance exceeds five (5%) percent of the total amount paid under this Agreement by Developer, in which case, Developer shall pay the reasonable costs of the audit.
COMPLIANCE AND AUDIT RIGHTS. Once annually, upon ten (10) business days’ prior written notice, Blue Yonder may verify Customer’s compliance with this Agreement by reviewing Customer’s use and deployment of the Software. Either Blue Yonder or an independent public accounting firm reasonably acceptable to both parties will perform the audit during Customer’s regular business hours with minimal disruption to Customer’s ongoing business operations. Customer shall pay Blue Yonder for any over deployments of the Software disclosed by the audit. License Fees for such over deployments will be invoiced to and paid by Customer at the undiscounted license list price in effect as of the audit completion date (“List Price”), unless otherwise mutually agreed. Blue Yonder will bear the costs of the audit, unless the audit discovers that the List Price value of non-compliant Software deployment exceeds five (5%) percent of the total List price value of Software paid for by Customer, in which case, Customer shall pay the reasonable costs of the audit. 合规性和审计权利。在碧涌达提前十个工作日给出书面通知后，碧涌达可一年一度审查客户对软件的使用和部署，以核实客户对本协议的合规情况。碧涌达或双方均可合理接受的独立的上市财务公司将在客户正常的工作时间内、以最小化影响客户日常业务运营为前提开展审计。客户应为审计披露的任何软件超范围部署支付费用。碧涌达将针对这些超范围部署的许可费开具发票，并由客户付款。许可费金额将以审计完成之日届时有效的无折扣的许可订价 （“订价”）为准，除非双方另行商定。碧涌达将承担审计费用，除非审计发现针对不合规软件部署的订价金额已超过客户所付软件订价总金额的 5%；在此情形下，客户应支付审计的合理费用。 12.18 Publicity; Press Releases. Blue Yonder may on one or more occasions reference Customer in advertisements, brochures, customer lists, presentations, financial reports or other marketing, promotional or related materials. In addition, upon Customer’s approval, which approval will not be unreasonably withheld, Blue Yonder may issue a press release (or similar public announcement or communication) publicizing the relationship between Blue Yonder and Customer created by this Agreement. 宣传；新闻稿。碧涌达可以一次或多次在广告、宣传册、客户名单、演示、财务报告或其他市场营销的、促销性的或相关的材料中提及客户。另外，在客户批准的前提下 （客户不得无理拖延此批准），碧涌达可以发行新闻稿 （或类似的公众性公告或通信）宣传因本协议而结成的碧涌达与客户的合作关系。
COMPLIANCE AND AUDIT RIGHTS. Licensee agrees to notify Danlaw promptly upon discovery of any failure to comply with one or more Licenses granted under this Agreement, or any failure to comply with any other material term of this Agreement. To confirm Licensee's compliance with the terms and conditions of this Agreement, Licensee agrees to allow Danlaw to audit Licensee's use of the Programs, and to provide Danlaw access to Licensee's facilities and computer systems, and cooperation from Licensee's employees and consultants, as reasonably requested by Danlaw in order to perform such audit, all during normal business hours, and after reasonable prior notice from Danlaw. If an audit discloses that Licensee has failed to comply with one or more Licenses, and such failure to comply could have in part or in whole been avoided by Licensee having paid additional License fees to expand the scope of the License or Licenses, then Licensee shall promptly pay Danlaw such Licensing fees (at Danlaw' then current rates) and, if such unpaid License fees exceed 5% of the License fees paid to Danlaw for the applicable Programs during the applicable period during which such underpayment occurred, then Licensee shall, in addition to paying the unpaid License fees, also reimburse Danlaw the full cost of such audit.
COMPLIANCE AND AUDIT RIGHTS. Upon written request by Company or Blue Yonder, Your authorized representative will certify, in a form reasonably satisfactory to Blue Yonder, the scope of Your use of the Software. You will submit the report no later than 30 days after the date of Company or Blue Yonder’s written request. Additionally, no more than once during each 12-month period, upon written notice and during normal business hours, Company or Blue Yonder may audit Your records and systems to verify that the Your use of the Software is within the scope permitted by these Terms. You will permit the audit no later than 30 days after the date of such notice. If the report or audit reveals use of the Software beyond the scope permitted by the License derivadas del Software, ni ninguna modificación o alteración del mismo, y no tendrá ningún derecho para comercializar o transferir ningún Software, en forma total o parcial, ni ninguna modificación o alteración del mismo, salvo conforme lo permitido expresamente por estas Condiciones. 2.5 Usted no xxxxxx: (i) alquilar, arrendar, sublicenciar, distribuir, transferir, gravar, copiar, reproducir, exhibir, modificar o utilizar en tiempo compartido los Materiales Bajo Licencia ni ninguna parte de los mismos; (ii) preparar cualquier obra derivada en base a los Materiales Bajo Licencia; (iii) eliminar o alterar los derechos de autor, patentes, o información de propiedad, las leyendas o las notificaciones que figuran sobre o dentro de los Materiales Bajo Licencia; (iv) distribuir, vender o de otro modo transferir, en su totalidad o en parte, los Materiales Bajo Licencia; (v) permitir que terceros accedan o utilicen los Materiales Bajo Licencia sin el consentimiento previo por escrito de BLUE YONDER; (vi) demostrar o divulgar los Materiales Bajo Licencia o los resultados de cualquier prueba o medición comparativa de los mismos a un xxxxxxx sin el consentimiento previo por escrito de BLUE YONDER; y (vii) excepto en el caso de que dicha restricción esté prohibida por xx xxx aplicable, utilizar ingeniería inversa, descompilar, intentar derivar el código fuente (o ideas subyacentes, algoritmos, estructura u organización), modificar de cualquier manera, o crear obras derivadas de los Materiales Bajo Licencia, o de cualquier parte de los mismos. El software de terceros incluido como parte del Software podrá utilizarse solamente junto con el Software. 2.6
COMPLIANCE AND AUDIT RIGHTS. Company agrees to notify DigitalEd promptly of any failure by Company or Company’s Registered Users to comply with one or more licenses granted under this Agreement, or any failure to comply with any other material term of this Agreement. Company agrees to allow a Third Party auditor appointed by DigitalEd or by a Third Party Licensor (if applicable) (the “Auditor”) to (i) audit Company’s use of the Software to verify that Company’s use of the Software is in conformity with the terms of this Agreement; and
