Certification and Audit. Licensee must use the Technology Compliance Logo in accordance with the terms of the SATCK. This License applies only to versions of Products that have successfully completed the compliance testing in accordance with the Java Test Suites (or Technology Compatibility Kit or TCK) as defined in the SATCK, and which otherwise fully comply with all other compliance requirements of the SATCK, including without limitation any required audit of test results.
Certification and Audit. Within thirty (30) days of Flexera’s request and no more than once per year, Licensee shall provide a written certification of its compliance with the applicable License Level (including usage by Affiliates and Contractors) for the immediately preceding twelve (12) month period. Such certification shall be provided by a person sufficiently aware of the information being certified to and at a level sufficient to bind Licensee. If Licensee fails to certify, or if Flexera has a good faith belief that Licensee’s certification is inaccurate, Flexera may audit Licensee for the purpose of verifying Licensee’s usage of the SaaS in accordance with the License Level. Audits will (i) only be performed during the term of this Agreement, (ii) require prior notice of at least thirty (30) days, (iii) be conducted during regular business hours, (iv) not unreasonably interfere with the audited party’s business activities, (v) be conducted no more than once per year, and (vi) only cover the immediately preceding two (2) years. If an audit reveals that Licensee intentionally misrepresented its certification, then Licensee shall pay Flexera’s reasonable costs of conducting the audit in addition to any other fees due or refunds required and Flexera may immediately terminate this Agreement and/or all outstanding Orders.
Certification and Audit a. Upon Thales’s written request, Licensee shall conduct a review of use of the Software and certify to Thales in a written instrument signed by an authorized representative of Licensee that it is in full compliance with this XXXX and the Order Acknowledgment and, in particular, that it is not using more licenses than have been purchased. In the event of non- compliance, Licensee shall immediately remedy such noncompliance and provide Thales with written notice thereof. Licensee shall provide Thales with all access and assistance as Thales reasonably requests to further evaluate and remedy such noncompliance.
b. During the Term, Thales may audit Licensee’s use of the Software to ensure Licensee’s compliance with this XXXX and the Order Acknowledgment, provided that: (i) any such audit shall be conducted on not less than fifteen (15) days’ prior notice to Licensee; and (ii) no more than one audit may be conducted in any twelve (12) month period except for good cause shown. Thales also may, in its sole discretion, audit Licensee’s systems within twelve (12) months after the end of the Term to ensure Licensee has ceased use of the Software and removed all copies of the Software from such systems as required hereunder. The Licensee shall fully cooperate with Thales’ personnel or agents conducting such audits and provide all reasonable access to records and information reasonably requested by Thales. Thales may conduct audits only during Licensee’s normal business hours and in a manner that does not unreasonably interfere with the Licensee’s business operations.
c. If the audit or any of the measures taken or implemented under this Section 4, determines that the Licensee’s use of the Software exceeds or exceeded the use permitted by this XXXX and the Order Acknowledgment then:
(i) Licensee shall, within thirty (30) days following the date of such determination by Thales, pay to Thales the retroactive License Fees for such excess use at the then-current rates for such licenses.
(ii) If the use exceeds the use permitted by this XXXX and the Order Acknowledgment by more than ten percent (10%), Licensee shall pay Thales’ reasonable costs incurred in conducting the audit.
(iii) If the use exceeds the use permitted by this XXXX and the Order Acknowledgment by more than twenty percent (20%), Thales shall also have the right to terminate this XXXX and the license granted hereunder, effective immediately upon written notice to Licensee.
d. Thales’s remedies set forth in...
Certification and Audit. Upon nCipher’s written request, Licensee shall conduct a review of use of the Software and certify to nCipher in a written instrument signed by an authorized representative of Licensee that it is in full compliance with this Agreement and, in particular, that it is not using more licenses that have been purchased. In the event of non-compliance, Licensee shall immediately remedy such noncompliance and provide nCipher with written notice thereof. Licensee shall provide nCipher with all access and assistance as nCipher reasonably requests to further evaluate and remedy such noncompliance.
Certification and Audit. Within thirty (30) days of Flexera’s request and no more than once per year, Licensee shall provide a written certification of its compliance with the applicable License Level (including usage by Affiliates and Contractors) for the immediately preceding twelve (12) month period. Such certification shall be provided by a person sufficiently aware of the information being certified to and at a level sufficient to bind Licensee. If Licensee fails to certify, or if Flexera has a good faith belief that Licensee’s certification is inaccurate, Flexera may audit Licensee for the purpose of verifying Licensee’s usage of the Content in accordance with the License Level. Audits will
(i) only be performed during the term of this Agreement, (ii) require prior notice of at least thirty
Certification and Audit. You agree to maintain accurate records as necessary to verify Your compliance with this Agreement. Upon Our request, no more than once every twelve (12) months, You agree to furnish Us with a written certification signed by one Your authorised representatives verifying that the Products are being used in accordance with this Agreement and the Entitlement. We or Our independent third-party accountant may examine and audit Your books and records relating to this Agreement and Your access, use, and deployment of the Products to the extent necessary to verify Your compliance with this Agreement and the Entitlement. Any audit will be conducted during regular business hours at Your facilities, will not unreasonably interfere with Your business and will comply with Your reasonable security procedures. If an audit reveals that You have exceeded the Usage Capacity, Usage Limits, other licensing metrics or the scope of Your license granted during the period audited, additional fees for Your excess usage are payable net thirty (30) days.
Certification and Audit. Licensee shall use commercially reasonable efforts to implement measures to monitor and ensure all users of the Software comply with the restrictions and limitations of this XXXX. At HID’s written request, but not more frequently than once annually during the term of this XXXX, Licensee shall certify to HID, in a writing signed by Licensee’s authorized representative, Licensee’s compliance with the terms of this XXXX, and provide HID a list of (a) the number of Users by country, and (b) the locations and types of the systems on which it operates or has installed the Software. HID reserves the right to audit Licensee’s use of the Software no more than once annually, per Licensee site, at HID’s expense. HID shall schedule any audit at least fifteen (15) days in advance. Any such audit shall be conducted during regular business hours at Licensee’s facilities and shall not unreasonably interfere with Licensee’s business activities. If such audit reveals that Licensee has underpaid fees to HID, HID shall invoice Licensee for such fees at the prices previously agreed to. Such audit shall be in accordance with all applicable Government security requirements.
Certification and Audit. Licensee must use the Compatibility Logo in accordance with the terms of the SCSL. This License applies only to versions of Products that have successfully completed the compatibility testing in accordance with the TCK as defined in the SCSL, and which otherwise fully comply with all other compatibility requirements of the SCSL, including without limitation any required audit of test results.
Certification and Audit. (a) Within fifteen (15) days of a request by Coinsquare, acting reasonably, a senior executive of Licensee shall, after making due inquiry, certify in writing to Coinsquare, as applicable: (i) that Licensee is, and has continuously been, in compliance with the terms and conditions of this Agreement, including all applicable restrictions and limitations on use of the Coinsquare Software and compliance with the KYC and other requirements under the Anti-Money Laundering Laws; or (ii) the extent to which Licensee is not, or has not been, in full compliance with the terms and conditions of this Agreement, including all applicable restrictions and limitations on use of the Coinsquare Software. Licensee shall promptly, and in any event within fifteen (15) days, provide such supporting, evidencing as Coinsquare may reasonably request. For certainty, failure to provide the certification or supporting evidence as required by this Section is a breach that entitles Coinsquare to terminate this Agreement pursuant to Section 9(a)(i)(D) and to any other remedies that may be available to Coinsquare at law or in equity.
(b) Coinsquare, acting reasonably, may at any time upon at least fifteen (15) days prior written notice to Licensee (or, in respect of compliance with Section 2(c), five (5) business days, electronically or otherwise reasonably inspect and audit Licensee’s records, systems, facilities, policies and procedures in order to ensure compliance with this Agreement. Licensee will provide full cooperation in connection with any such audit, including the provision of such additional documentation and information as Coinsquare may reasonably request. Coinsquare shall use commercially reasonable efforts to minimize disruption to Licensee and its business operations. Licensee shall be provided with a copy of all audit findings and the opportunity to respond.
(c) If as a result of a certification pursuant to Section 18(a), or an audit pursuant to Section 18(b), Coinsquare determines in good faith that Licensee’s use of the Coinsquare Software or Technical Documentation is not, or has not been, in conformity with this Agreement in all respects, or that Licensee has otherwise breached this Agreement, Licensee shall promptly: (i) cease and rectify all such non-conformance or breach to the reasonable satisfaction of Coinsquare; and (ii) pay all reasonable costs and expenses actually incurred by Coinsquare in respect of the certification or audit, as applicable. In addition,...
Certification and Audit. 10.1 Within ten (10) days of a request by CTF, a Certification Authority shall, after making due inquiry, certify in writing to CTF, as applicable: (i) that you are, and have continuously been, in full compliance with the terms and conditions of this Agreement, including all applicable restrictions and limitations on installation and Use of the Backup Disc and the Website; or (ii) the extent to which you are not, or have not been, in full compliance with the terms and conditions of this Agreement, including all applicable restrictions and limitations on installation and Use of the Backup Disc and the Website. You shall provide such supporting evidencing as CTF may reasonably request. “Certification Authority” means: (a) you, where you are an Individual User or an Organizational User; or (b) a managing partner, signing authority or other senior official of yours, where you are an Organization. For certainty, failure to provide the certification as required by this Section is a breach that entitles CTF to terminate this Agreement and to any other remedies that may be available to CTF at law or in equity.
