Common use of License Certifications and Audits Clause in Contracts

License Certifications and Audits. ‌ At Our request, You agree to provide a signed certification that You are using all Solutions pursuant to the terms of this Agreement, including the Ordered Instances and Scope of Use. You agree to allow Us, or Our authorized agent, to audit Your use of the Solutions. We will provide You with at least 10 days advance notice prior to the audit, and the audit will be conducted during normal business hours. We will bear all out-of-pocket costs that We incur for the audit, unless the audit reveals that You have exceeded the Scope of Use or the Ordered Instances. You will provide reasonable assistance, cooperation, and access to relevant information in the course of any audit at Your own cost. If You exceed Your Scope of Use or Ordered Instances, we may invoice You for any past or on-going excessive use, and You will pay the invoice promptly after receipt. This remedy is without prejudice to any other remedies available to Us at law, equity and under this Agreement. To the extent We are obligated to do so, we may share audit results with certain of Our third-party licensors or assign the audit rights specified in this Section to such licensors. You further acknowledge and agree that the Solutions may be equipped with a feature that enables the Solutions to submit automatically to Us information in respect of Your use of the products in terms of the number of users as needed by Us to determine the License Fees as applicable from time to time.

License Certifications and Audits. ‌ 11.1. At Our request, You agree to provide a signed certification that You are using all Solutions pursuant to the terms of this Agreement, including the Ordered Instances and Scope of Use. You agree to allow Us, or Our authorized agent, to audit Your use of the Solutions. We will provide You with at least 10 days advance notice prior to the audit, and the audit will be conducted during normal business hours. We will bear all out-of-pocket costs that We incur for the audit, unless the audit reveals that You have exceeded the Scope of Use or the Ordered Instances. You will provide reasonable assistance, cooperation, and access to relevant information in the course of any audit at Your own cost. If You exceed Your Scope of Use or Ordered Instances, we We may invoice You for any past or on-going excessive use, and You will pay the invoice promptly after receipt. This remedy is without prejudice to any other remedies available to Us at law, equity and under this Agreement. To the extent We are obligated to do so, we We may share audit results with certain of Our third-third party licensors or assign the audit rights specified in this Section to such licensors. You further acknowledge and agree that the Solutions may be equipped with a feature that enables the Solutions to submit automatically to Us information in respect of Your use of the products in terms of the number of users as needed by Us to determine the License Fees as applicable from time to time.

License Certifications and Audits. ‌ ‌ 11.1. At Our request, You agree to provide a signed certification that You are using all Solutions pursuant to the terms of this Agreement, including the Ordered Instances and Scope of Use. You agree to allow Us, or Our authorized agent, to audit Your use of the Solutions. We will provide You with at least 10 days advance notice prior to the audit, and the audit will be conducted during normal business hours. We will bear all out-of-pocket costs that We incur for the audit, unless the audit reveals that You have exceeded the Scope of Use or the Ordered Instances. You will provide reasonable assistance, cooperation, and access to relevant information in the course of any audit at Your own cost. If You exceed Your Scope of Use or Ordered Instances, we We may invoice You for any past or on-going excessive use, and You will pay the invoice promptly after receipt. This remedy is without prejudice to any other remedies available to Us at law, equity and under this Agreement. To the extent We are obligated to do so, we We may share audit results with certain of Our third-third party licensors or assign the audit rights specified in this Section to such licensors. You further acknowledge and agree that the Solutions may be equipped with a feature that enables the Solutions to submit automatically to Us information in respect of Your use of the products in terms of the number of users as needed by Us to determine the License Fees as applicable from time to time.