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and non-exclusive license to use the Software
in executable code form, and the Documenta-
tion, solely in connection with Licensee's use
of the Designated Products for the useful life of
the Designated Products. This Agreement does
not grant any rights to source code.
3.2. If the Software licensed under this Agree-
ment contains or is derived from Open Source
Software, the terms and conditions governing
the use of such Open Source Software are in
the Open Source Software Licenses of the
copyright owner and not in this Agreement. If
there is a conflict between the terms and con-
ditions of this Agreement and the terms and
conditions of the any applicable Open Source
Software Licenses, the terms and conditions of
the Open Source Software Licenses will take
precedence. For information about Open
Source Components contained in Tait products
and the related Open Source licenses, see:
http://support.taitradio.com/go/opensource
Section 4 LIMITATIONS ON USE
4.1. Licensee may use the Software only for
Licensee's internal business purposes and only
in accordance with the Documentation. Any
other use of the Software is strictly prohibited.
Without limiting the general nature of these
restrictions, Licensee will not make the Soft-
ware available for use by third parties on a "time
sharing," "application service provider," "ser-
vice bureau" basis, or for any other similar
commercial rental or sharing arrangement.
4.2. Licensee will not, and will not directly or
indirectly allow or enable any third party to: (i)
reverse engineer, disassemble, extract compo-
nents, decompile, reprogram, or otherwise
reduce the Software or any portion thereof to a
human perceptible form or otherwise attempt
to recreate the source code; (ii) modify, adapt,
create derivative works of, or merge the Soft-
ware; (iii) copy, reproduce, distribute, lend, or
lease the Software or Documentation to any
third party; (iv) grant any sublicense or other
rights in the Software or Documentation to any
third party; (v) take any action that would cause
the Software or Documentation to be placed in
the public domain; (vi) remove, or in any way
alter or obscure any copyright notice or other
notice of Tait or third-party licensor's proprie-
tary rights; (vii) provide, copy, transmit, dis-
close, divulge or make the Software or Docu-
mentation available to, or permit the use of the
Software by, any third party or on any machine
except as expressly authorized by this Agree-
ment; or (viii) use, or permit the use of, the
Software in a manner that would result in the
production of a copy of the Software by any
means whatsoever other than what is permitted
in this Agreement. Licensee may make one
copy of the Software to be used solely for archi-
val, back-up, or disaster recovery purposes;
provided that Licensee may not operate that
copy of the Software at the same time as the
original Software is being operated. Licensee
may make as many copies of the Documenta-
tion as it may reasonably require for the internal
use of the Software.
TM8100/TM8200 Installation Guide
© Tait Limited October 2012
4.3. Unless otherwise authorized by Tait in
writing, Licensee will not, and will not enable
or allow any third party to: (i) install a copy of
the Software on more than one unit of a Des-
ignated Product; or (ii) copy or transfer Soft-
ware installed on one unit of a Designated
Product to any other device. Licensee may
temporarily transfer Software installed on a
Designated Product to another device if the
Designated Product is inoperable or malfunc-
tioning. Temporary transfer of the Software to
another device must be discontinued when the
original Designated Product is returned to
operation and the Software must be removed
from the other device.
4.4. Licensee will maintain, during the term of
this Agreement and for a period of two years
thereafter, accurate records relating to this
license grant to verify compliance with this
Agreement. Tait, or a third party nominated by
Tait, may inspect Licensee's premises, books
and records, upon reasonable prior notice to
Licensee, during Licensee's normal business
hours and subject to Licensee's facility and
security regulations. Tait is responsible for the
payment of all expenses and costs of the inspec-
tion, provided that Licensee shall indemnify
Tait for all costs (including audit costs and legal
costs on a solicitor client basis) if Licensee has
breached the terms of this Agreement. Any
information obtained by Tait during the course
of the inspection will be kept in strict confi-
dence by Tait and used solely for the purpose
of verifying Licensee's compliance with the
terms of this Agreement.
Section 5 OWNERSHIP AND TITLE
Tait, its licensors, and its suppliers retain all of
their Intellectual Property Rights in and to the
Software and Documentation, in any form. No
rights are granted to Licensee under this Agree-
ment by implication, estoppel or otherwise,
except for those rights which are expressly
granted to Licensee in this Agreement. All
Intellectual Property developed, originated, or
prepared by Tait in connection with providing
the Software, Designated Products, Documen-
tation, or related services, remains vested
exclusively in Tait, and Licensee will not have
any shared development or other Intellectual
Property Rights.
Section 6 LIMITED WARRANTY;
DISCLAIMER OF WARRANTY
6.1. The commencement date and the term of
the Software warranty will be a period of one
(1) year from Tait shipment of the Software. If
Licensee is not in breach of any obligations
under this Agreement, Tait warrants that the
unmodified Software, when used properly and
in accordance with the Documentation and
this Agreement, will be free from a reproduc-
ible defect that eliminates the functionality or
successful operation of a feature critical to the
primary functionality or successful operation of
the Software. Whether a defect has occurred
will be determined solely by Tait. Tait does not
warrant that Licensee's use of the Software or
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