Software Audit. Upon written request from LLNS and subject to reasonable advance notification, End User shall provide LLNS with access to any books, computers, records, or other information that relate or may relate to its use of the Software as LLNS may request to show compliance with the terms of this Agreement. Such audit will not unreasonably interfere with End User’s business activities. In the event that an audit reveals use of the Software in violation of the terms of this Agreement, End User will reimburse LLNS for the reasonable cost of the audit, in addition to such other rights and remedies that LLNS may have.
Software Audit. Client agrees to allow Xxxxxx Solutions the right to audit Client’s use of PbK and licenses of PbK at any time. Client will cooperate with the audit, including providing access to any books, computers, records or other information that relate to the use of PbK. Such audit will not unreasonably interfere with Client’s activities. In the event that an audit reveals unauthorized use, reproduction, distribution, or other exploitation of PbK, Client will reimburse Xxxxxx Solutions for the reasonable cost of the audit, in addition to such other rights and remedies that Xxxxxx Solutions may have. Xxxxxx Solutions will not conduct an audit more than once per year.
Software Audit. During a Subscription Term, and for twelve (12) months after its expiry or termination, Customer will take reasonable steps to maintain complete and accurate records of its use of Software sufficient to verify compliance with the Agreement (“Verification Records”). Upon at least thirty (30) days advance notice, and no more than once per twelve (12) month period, Customer will provide Talend and its auditors access to the Verification Records and any applicable books, systems, and accounts during Customer’s normal business hours. In the event such audit reveals that Customer has used the Software in excess of the Agreement, Customer shall promptly pay to Talend an amount equal to the difference between the fees actually paid and the fees that would have been paid by Customer had Customer purchased the number of licenses it is shown to have been using.
Software Audit. ソフトウェア監査 During a Subscription Term, and for twelve (12) months after its expiry or termination, Customer will take reasonable steps to maintain complete and accurate records of its use of Software sufficient to verify compliance with the Agreement (“Verification Records”). Upon at least thirty (30) days advance notice, and no more than once per twelve (12) month period, Customer will provide Talend and its auditor’s access to the Verification Records and any applicable books, systems, and accounts during Customer’s normal business hours. In the event such audit reveals that Customer has used the Software in excess of the Agreement, Customer shall promptly pay to Talend an amount equal to the difference between the fees actually paid and the fees that would have been paid by Customer had Customer purchased the number of licenses it is shown to have been using. サブスクリプション期間中、およびその満了または終了後12か月間、お客様は、本契約の遵守を検証するために十分なソフトウェアの使用の完全かつ正確な記録（以下「検証記録」）を維持するための合理的な措置を講ずるものとします。30 日前までの通知により、12か月に一度のみ、お客様は、お客様の通常営業時間内に、Talendおよびその監査人に、検証記録および該当するブック、システム、およびアカウントへのアクセスを提供するものとします。当該監査により、お客様が本契約の範囲を超えてソフトウェアが使用したことが明らかになった場合、お客様は、実際に支払われた料金と、お客様が使用していたことが示されるライセンス数を購入した場合に請求される料金との差額を、Talendに速やかに支払うものとします
Software Audit. Upon written request from LLNS and subject to reasonable advance notification, Licensee shall provide LLNS with access to any books, computers, records, or other information that relate or may relate to its use of the Software as LLNS may request to show compliance with the terms of this Agreement. Such audit will not unreasonably interfere with Licensee’s business activities. In the event that an audit reveals use of the Software in violation of the terms of this Agreement, Licensee will reimburse LLNS for the reasonable cost of the audit, in addition to such other rights and remedies that LLNS may have.
Software Audit. 19 ARTICLE V. WARRANTIES, INDEMNITIES, AND LIABILITIES 5.1 Warranty.................................................................. 19 5.2
Software Audit. Cognex may conduct an onsite or remote audit of Licensee’s use of the Software on 10 days’ advanced written notice, to determine whether Licensee’s use of the Software is in conformance with this Agreement. Licensee will reasonably cooperate with the audit, including by providing access to any books, computers, records, or other information that relate or may relate to use of the Software. Such audit will not unreasonably interfere with Licensee’s business activities. In the event that an audit reveals unauthorized use of the Software, Licensee will reimburse Cognex for the reasonable cost of the audit, in addition to such other rights and remedies as Cognex may have. Cognex will not conduct an audit more than once per calendar year during the term of this Agreement.
Software Audit. During the Term of this Agreement, and at any time during the two (2) years thereafter, Innerspace may audit Customer’s use of Software on thirty (30) days’ advance written notice. Customer shall cooperate with the audit, including by providing access to any books, computers, records or other information that relate to its use of the Software. Such audit shall not unreasonably interfere with Customer’s business activities. If Innerspace discovers unauthorized use, reproduction, distribution or other exploitation of the restrictions for the Software, and such unauthorized use exceeds five percent (5%), then Customer shall reimburse Innerspace for the reasonable cost of the audit, or of the next audit in case of discovery without an audit, in addition to such other rights and remedies that Innerspace may have. Innerspace may not conduct an audit more than once per year unless it reasonably believes Customer, its affiliate or an authorized user has engaged in any unauthorized use, reproduction, distribution or other exploitation of the Software.
Software Audit. In the event that the Issuer, in its sole discretion, has chosen to apply the algorithms referred to in either or both of clauses 3.4 and 3.5 by means of computer software, the Issuer shall make available at the request of a Holder a copy of the most recent independent auditors report validating that the software is consistent with the formulations defined in Schedule A. Such an audit will be undertaken at intervals not exceeding eighteen (18) calendar months, with the first audit to be undertaken within sixty (60) Business Days of the day on which the computer software is first used for the above purposes. The Holder shall bear the Issuer's costs in obtaining any independent auditor reports which are in addition to those required to be obtained by the Issuer at the intervals described above.
Software Audit. Licensee shall provide Xxx.Xxx in -------------- conjunction with any notice of termination by Licensee under Section 11.2.1 or -------------- within thirty (30) days of any notice of termination by Xxx.Xxx under Section ------- 11.2.1, a written "Development Plan" for any and all software and other ------ technology that Licensee and/or its Affiliates contemplate using as a substitute for the Licensed Technology and Modifications thereof at any time after termination of the Agreement ("Substitute Technology"). The Development Plan shall specify to the reasonable satisfaction of Xxx.Xxx (i) Licensee's reasonable best estimate of the total costs and expenses incurred by Licensee and its Sublicensees in developing and implementing the Substitute Technology, (ii) the identity and location of any independent contractors retained to develop the Substitute Technology, and (iii) the software architecture and platform for each major software module included in the Substitute Technology (including, without limitation, the order fulfillment, product management, Website management, customer support and security software modules) and the identity of all material third-party software each such module will operate with. Licensee represents and agrees that no person or entity (whether an employee of Licensee or any Sublicensee, an independent contractor or any other third party) who assists in the development or implementation of any part of the Substitute Technology will, at any time after commencing such assistance, have access to, refer to or use any of the Source Code of the Licensed Technology or any Modification thereof. Licensee shall notify Xxx.Xxx in writing upon completion of development of the Substitute Technology and for a period of six (6) months thereafter, Xxx.Xxx will have the right, at its expense, on fifteen (15) days written notice to Licensee and during normal business hours, acting through an independent software auditor designated by Xxx.Xxx and approved of by Licensee (such approval not to be unreasonably withheld), to examine and audit, in a manner reasonably designed to minimize the disruption to Licensee's business, all of the object code and Source Code and all documentation relevant to the Substitute Technology, and Licensee shall ensure that the auditor is provided full access to such materials to conduct the examination and audit. Prior to such examination and audit, Licensee may require on reasonable notice to the auditor and Xxx.Xxx that ...
