Common use of Compliance Verification Clause in Contracts

Compliance Verification. Licensee must have a commercially-reasonable process in place to track (i) the number of Licensed Developers using the Licensed Software, (ii) with regard to the licensing of Licensed Devices, the number of physical computing devices on which the Applications are deployed, as well as the platforms used by and the number of CPUs and cores contained on such physical computing devices, (iii) with regard to licensing of Licensed Users, the number of Licensed Users in order to ensure that the appropriate license fees have been paid, and, (iv) with regard to the licensing of Licensed Instances, the scope of usage of Applications on such virtual computing instances in order to ensure that the appropriate license fees have been paid. Licensee will, upon Rogue Wave’s request, certify in writing the number of Licensed Developers and Licensed Users using the Licensed Software and/or the number and deployment details of physical computing devices and/or virtual computing instances on which the Licensed Software is deployed, on a per product bundle, or per project, of the Licensed Software basis. In the event Licensee fails to provide such certification within thirty (30) days of Rogue Wave’s written request, or, if Rogue Wave reasonably believes that a certification provided by Licensee is inaccurate, then upon providing Licensee with advance written notice, Rogue Wave, or a mutually approved independent representative, will be permitted to verify Licensee’s compliance with the terms of this License Agreement. Any such verification process will be: (a) restricted in scope, documentation, manner, and duration to that which is reasonably necessary to achieve its purpose; and (b) conducted during regular business hours at Licensee’s facilities if a remote verification process is not possible. Rogue Wave will not unreasonably interfere with Licensee’s business activities during such verification process. Licensee will be liable for promptly remedying any underpayments revealed during the verification process at the then-current list price.

Compliance Verification. Licensee must have a commercially-reasonable process in place to track (i) the number of Licensed Developers developers using the Licensed SoftwareSoftware and, (ii) with regard to the licensing of Licensed DevicesComputers, the number of physical computing devices computers on which the Applications are deployed, as well as the platforms used by and the number of CPUs and cores contained on such physical computing devices, (iii) with regard to licensing of Licensed Users, the number of Licensed Users in order to ensure that the appropriate license fees have been paidcomputers, and, (iv) with regard to the licensing of Licensed Instances, the scope of usage of Applications on such virtual computing instances in order to ensure that the appropriate license fees have been paid. If Licensee has received a deployment discount based on deployment type (e.g. workstation deployments, high-end or low-end embedded device deployments, or backup deployments), Licensee must also have a commercially-reasonable process in place to track and report on the deployment of Applications by such deployment type. Licensee must ensure that the total number of CPU cores being used on the Licensed Instance at any one time does not exceed the number of licensed virtual CPU cores. Licensee will, upon Rogue Wave’s request, certify in writing the number of Licensed Developers and Licensed Users developers using the Licensed Software and/or the number and deployment details of physical computing devices and/or virtual computing instances computers on which the Licensed Software is Applications are deployed, on a per product bundle, or per project, of the Licensed Software module basis. In the event Licensee fails to provide such certification within thirty (30) days of Rogue Wave’s written request, or, if Rogue Wave reasonably believes that a certification provided by Licensee is inaccurate, then upon providing Licensee with advance written notice, will permit Rogue Wave, or a mutually mutually-approved independent representative, will be permitted to enter Licensee’s premises, during regular business hours, to verify Licensee’s compliance with the terms of this License Agreement. Any such verification process will be: (a) restricted Except as specifically provided in scopethis License Agreement, documentation, manner, and duration all fees paid to that which is reasonably necessary to achieve its purpose; and (b) conducted during regular business hours at Licensee’s facilities if a remote verification process is not possible. Rogue Wave will not unreasonably interfere with Licensee’s business activities during such verification process. Licensee will be liable for promptly remedying any underpayments revealed during the verification process at the then-current list priceare nonrefundable.

Compliance Verification. Licensee must have a commercially-reasonable process in place to track (i) the number of Licensed Developers using the Licensed Software, (ii) with regard to the licensing of Licensed Devices, the number of physical computing devices on which the Applications are deployed, as well as the platforms used by and the number of CPUs and cores contained on such physical computing devices, (iii) with regard to licensing of Licensed Users, the number of Licensed Users in order to ensure that the appropriate license fees have been paid, and, (iv) with regard to the licensing of Licensed Instances, the scope of usage of Applications on such virtual computing instances in order to ensure that the appropriate license fees have been paid. Licensee will, upon Rogue Wave’s 's request, certify in writing the number of Licensed Developers and Licensed Users using the Licensed Software and/or the number and deployment details of physical computing devices and/or virtual computing instances on which the Licensed Software is deployed, on a per product bundle, or per project, of the Licensed Software basis. In the event Licensee fails to provide such certification within thirty (30) days of Rogue Wave’s 's written request, or, if Rogue Wave reasonably believes that a certification provided by Licensee is inaccurate, then upon providing Licensee with advance written notice, Rogue Wave, or a mutually approved independent representative, will be permitted to verify Licensee’s 's compliance with the terms of this License Agreement. Any such verification process will be: (a) restricted in scope, documentation, manner, and duration to that which is reasonably necessary to achieve its purpose; and (b) conducted during regular business hours at Licensee’s 's facilities if a remote verification process is not possible. Rogue Wave will not unreasonably interfere with Licensee’s 's business activities during such verification process. Licensee will be liable for promptly remedying any underpayments revealed during the verification process at the then-current list price.