General Audit Rights. End User shall maintain adequate internal controls and procedures that are reasonably designed to monitor, audit, detect and prevent any breach of this Agreement including but not limited to Section 5 (License Conditions), Section 15 (Compliance with Laws, Export Controls and U.S. Government Restricted Rights) and Section 18 (Code of Conduct). Sandvine shall have a general right to audit End User’s use of the Products and Third Party Items to verify End User’s compliance with the applicable licenses and the license conditions. If Sandvine elects to exercise this audit right, such audit shall be conducted at Sandvine’s expense and shall be subject to the following conditions: (i) Sandvine shall give thirty (30) days prior written notice of its intention to conduct the audit, (ii) the audit shall be conducted during End User’s regular business hours and shall not unreasonably interfere with End User’s normal operations, and (iii) provided that End User is in compliance with this Agreement, no more than one audit may be conducted per calendar year. If End User has exceeded the limits applicable to its licenses, End User shall obtain the correct number of licenses and pay the additional amounts applicable for such licenses to Sandvine. If End User does not have the appropriate licenses for the Software, End User shall cease using the Software at the request of Sandvine or pay Sandvine the applicable license fees. End User’s refusal to provide requested information and/or cooperate with an audit shall be deemed to be a material breach of this Agreement. End User acknowledges and agrees that Xxxxxxxx’s rights under this section extend to the right to audit any Sandvine-authorized reseller from whom End User acquires the Sandvine products and services, and any subcontractor, service provider, systems integrator or consultant of End User who is involved with the installation, configuration, management and/or support of the Sandvine products and services.
Appears in 2 contracts
Samples: End User License Agreement, End User License Agreement
General Audit Rights. End User shall maintain adequate internal controls and procedures that are reasonably designed to monitor, audit, detect and prevent any breach of this Agreement including but not limited to Section 5 (License Conditions), Section 15 (Compliance with Laws, Export Controls and U.S. Government Restricted Rights) and Section 18 (Code of Conduct). Sandvine shall have a general right to audit End User’s use of the Products and Third Party Items to verify End User’s compliance with the applicable licenses and the license conditions. If Sandvine elects to exercise this audit right, such audit shall be conducted at Sandvine’s expense and shall be subject to the following conditions: (i) Sandvine shall give thirty (30) days prior written notice of its intention to conduct the audit, (ii) the audit shall be conducted during End User’s regular business hours and shall not unreasonably interfere with End User’s normal operations, and (iii) provided that End User is in compliance with this Agreement, no more than one audit may be conducted per calendar year. If End User has exceeded the limits applicable to its licenses, End User shall obtain the correct number of licenses and pay the additional amounts applicable for such licenses to Sandvine. If End User does not have the appropriate licenses for the Software, End User shall cease using the Software at the request of Sandvine or pay Sandvine the applicable license fees. End User’s refusal to provide requested information and/or cooperate with an audit shall be deemed to be a material breach of this Agreement. End User acknowledges and agrees that XxxxxxxxSandvine’s rights under this section extend to the right to audit any Sandvine-authorized reseller from whom End User acquires the Sandvine products and services, and any subcontractor, service provider, systems integrator or consultant of End User who is involved with the installation, configuration, management and/or support of the Sandvine products and services.
Appears in 1 contract
Samples: End User License Agreement
General Audit Rights. End User shall maintain adequate internal controls and procedures that are reasonably designed to monitor, audit, detect and prevent any breach of this Agreement including but not limited to Section 5 (License Conditions), Section 15 16 (Compliance with Laws, Export Controls and U.S. Government Restricted Rights) and Section 18 19 (Code of Conduct). Sandvine shall have a general right to audit End User’s use of the Products and Third Party Items to verify End User’s compliance with the applicable licenses and the license conditions. If Sandvine elects to exercise this audit right, such audit shall be conducted at Sandvine’s expense and shall be subject to the following conditions: (i) Sandvine shall give thirty (30) days prior written notice of its intention to conduct the audit, (ii) the audit shall be conducted during End User’s regular business hours and shall not unreasonably interfere with End User’s normal operations, and (iii) provided that End User is in compliance with this Agreement, no more than one audit may be conducted per calendar year. If End User has exceeded the limits applicable to its licenses, End User shall obtain the correct number of licenses and pay the additional amounts applicable for such licenses to Sandvine. If End User does not have the appropriate licenses for the Software, End User shall cease using the Software at the request of Sandvine or pay Sandvine the applicable license fees. End User’s refusal to provide requested information and/or cooperate with an audit shall be deemed to be a material breach of this Agreement. End User acknowledges and agrees that XxxxxxxxSandvine’s rights under this section extend to the right to audit any Sandvine-authorized reseller from whom End User acquires the Sandvine products and services, and any subcontractor, service provider, systems integrator or consultant of End User who is involved with the installation, configuration, management and/or support of the Sandvine products and services.
Appears in 1 contract
Samples: End User License Agreement