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Products will meet Licensee's particular
requirements. Tait makes no representations or
warranties with respect to any third-party sof-
tware included in the Software.
6.2 Tait sole obligation to Licensee, and
Licensee's exclusive remedy under this war-
ranty, is to use reasonable efforts to remedy any
material Software defect covered by this war-
ranty. These efforts will involve either replacing
the media or attempting to correct significant,
demonstrable program or documentation errors
or Security Vulnerabilities. If Tait cannot cor-
rect the defect within a reasonable time, then at
Tait option, Tait will replace the defective Soft-
ware with functionally equivalent Software,
license to Licensee substitute Software which
will accomplish the same objective, or terminate
the license and refund Licensee's paid license
fee. If Tait investigation of the perceived defect
reveals that no such defect in fact exists, Tait
may recover its costs in respect of such investi-
gation from Licensee.
6.3. Tait disclaims any and all other warranties
relating to the Software or Documentation other
than the express warranties set forth in this Sec-
tion 6. Warranties in Section 6 are in lieu of all
other warranties whether express or implied,
oral or written, and including without limitation
any and all implied warranties of condition,
title, non-infringement, merchantability, or fit-
ness for a particular purpose or use by Licensee
(whether Tait knows, has reason to know, has
been advised of, or is otherwise aware of any
such purpose or use), whether arising by law, by
reason of custom or usage of trade, or by course
of dealing. In addition, Tait disclaims any war-
ranty to any person other than Licensee with
respect to the Software or Documentation.
Section 7 TRANSFERS
7.1. Licensee will not transfer the Software or
Documentation to any third party without spe-
cific prior written consent from Tait. Tait may
withhold such consent or at its own discretion
make the consent conditional upon the trans-
feree paying applicable license fees and agree-
ing to be bound by this Agreement.
7.2. In the case of a value-added reseller or dis-
tributor of Tait Designated Products, the consent
referred to in Section 7.1 may be contained in a
Tait Reseller or Tait Distributor Agreement.
7.3. If the Designated Products are Tait vehicle-
mounted mobile products or hand-carried porta-
ble radio products and Licensee transfers own-
ership of the Tait mobile or portable radio prod-
ucts to a third party, Licensee may assign its
right to use the Software which is embedded in
or furnished for use with the radio products and
the related Documentation; provided that
Licensee transfers all copies of the Software and
Documentation to the transferee.
7.4. For the avoidance of any doubt, Section 7.3
excludes TaitNet Infrastructure, or the products
listed at any time under network products at:
http://www.taitradio.com.
7.5. If Licensee, as a contractor or subcontractor
(integrator), is purchasing Tait Designated
Products and licensing Software not for its own
TM9300/TM9400 Installation Guide
© Tait Limited December 2015
internal use but for end use only by a Customer,
the Licensee may transfer such Software, but
only if a) Licensee transfers all copies of such
Software and the related Documentation to the
transferee and b) Licensee has first obtained
from its Customer (and, if Licensee is acting as
a subcontractor, from the interim transferee(s)
and from the ultimate end user sub license) an
enforceable sublicense agreement that prohibits
any other transfer and that contains restrictions
substantially identical to the terms set forth in
this Software License Agreement. Except as
stated in the foregoing, Licensee and any trans-
feree(s) authorised by this Section may not oth-
erwise transfer or make available any Tait Soft-
ware to any third party nor permit any party to
do so. Licensee will, on request, make available
evidence reasonably satisfactory to Tait demon-
strating compliance with all the foregoing.
Section 8 TERM AND TERMINATION
8.1. Licensee's right to use the Software and
Documentation will commence when the Des-
ignated Products are supplied by Tait to
Licensee and will continue for the life of the
Designated Products with which or for which
the Software and Documentation are supplied,
unless Licensee breaches this Agreement, in
which case this Agreement and Licensee's right
to use the Software and Documentation may be
terminated immediately upon notice by Tait.
8.2. Within thirty (30) days after termination of
this Agreement, Licensee must certify in writing
to Tait that all copies of the Software have been
removed or deleted from the Designated Prod-
ucts and that all copies of the Software and Doc-
umentation have been returned to Tait or
destroyed by Licensee and are no longer in use
by Licensee.
8.3. Licensee acknowledges that Tait made a
considerable investment of resources in the
development, marketing, and distribution of the
Software
and
Documentation
Licensee's breach of this Agreement will result
in irreparable harm to Tait for which monetary
damages would be inadequate. If Licensee
breaches this Agreement, Tait may terminate
this Agreement and be entitled to all available
remedies at law or in equity including immedi-
ate injunctive relief and repossession of all non-
embedded Software and associated Documenta-
tion. Licensee shall pay all Tait costs (on an
indemnity basis) for the enforcement of the
terms of this Agreement.
Section 9 CONFIDENTIALITY
Licensee acknowledges that the Software and
Documentation contain proprietary and Confi-
dential Information valuable to Tait and are Tait
trade secrets, and Licensee agrees to respect the
confidentiality of the information contained in
the Software and Documentation.
Section 10 LIMITATION OF LIABILITY
10.1. In no circumstances shall Tait be under
any liability to Licensee, or any other person
whatsoever, whether in Tort (including negli-
gence), Contract (except as expressly provided
in this Agreement), Equity, under any Statute, or
Tait General Software Licence Agreement
and
that
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