Common use of Unauthorised Clause in Contracts

Unauthorised. Use The Licensee shall take reasonable steps to prevent unauthorised access to the Products, including without limitation protect its passwords and other log-in information. The Licensee shall notify Nearmap immediately of any known or suspected unauthorised use of the Licence or breach of its security and shall use best efforts to stop said breach and minimise the adverse impact of said breach on Nearmap. Audit During the Term of this Agreement and for two (2) years after termination or expiry of this Agreement, the Licensee shall maintain accurate and complete records regarding its use of the Products according to its usual record keeping policies and procedures. The Licensee shall permit Nearmap (or its representatives) access to its books and records, and employees and/or contractors pertaining to the Licensee’s use of the Products. Nearmap will give at least thirty (30) days prior written notice of an audit and will not conduct an audit more than once per calendar year unless non-compliance findings are noted, in which case the audit period may be extended. Audit Findings If an audit results in findings of non-compliance, Nearmap may, at its discretion (a) invoice any additional licence fees due based on the standard Nearmap fees in place at the time of the original licence grant, (b) recover the reasonable cost of the audit if additional fees exceed 5% of the Fees paid during the audit period and (c) terminate this Agreement in accordance with clause 6.2. Licensee must pay all invoices issued under this clause within thirty (30) days following the date of invoice.

Appears in 2 contracts

Samples: Zealand Products Agreement, Zealand Products Agreement

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Unauthorised. Use The Licensee shall take reasonable steps to prevent unauthorised access to the Products, including without limitation protect protecting its passwords and other log-in information. The Licensee shall notify Nearmap immediately of any known or suspected unauthorised use of the Licence Products or breach of its security and shall use best efforts to stop said breach and minimise the adverse impact of said breach on Nearmap. Audit During the Term of this Agreement and for two (2) years after termination or expiry of this Agreement, the Licensee shall maintain accurate and complete records regarding its use of the Products according to its usual record keeping policies and proceduresProducts. The Licensee shall permit Nearmap (or its representativesauditors) access to its the business location(s), books and records, and employees and/or contractors pertaining to the Licensee’s use of the Products. Nearmap will give at least thirty (30) days prior written notice of an audit and will not conduct an audit more than once per calendar year unless non-compliance findings are noted, noted and in which case the audit period may be extended. Audit Findings If an audit results in findings of non-compliance, Nearmap may, at its discretion (a) discretion: invoice any additional licence fees due based on the standard Nearmap fees Fees in place at the time of the original licence grant, (b) ; recover the reasonable cost of the audit if additional fees Fees exceed 5% of the Fees paid during the audit period period; and (c) terminate this Agreement in accordance with clause 6.26.3. Licensee must pay all invoices issued under this clause within thirty (30) days following the date of invoice.

Appears in 2 contracts

Samples: Products Agreement, Products Agreement

Unauthorised. Use The Licensee shall take reasonable steps to prevent unauthorised access to the Products, including without limitation protect its passwords and other log-in information. The Licensee shall notify Nearmap immediately of any known or suspected unauthorised use of the Licence or breach of its security and shall use best efforts to stop said breach and minimise the adverse impact of said breach on Nearmap. Audit During the Term of this Agreement and for two (2) years after termination or expiry of this Agreement, the Licensee shall maintain accurate and complete records regarding its use of the Products according to its usual record keeping policies and proceduresProducts. The Licensee shall permit Nearmap (or its representatives) access to its the business location(s), books and records, and employees and/or contractors pertaining to the Licensee’s use of the Products. Nearmap will give at least thirty (30) days prior written notice of an audit and will not conduct an audit more than once per calendar year unless non-compliance findings are noted, in which case the audit period may be extended. Audit Findings If an audit results in findings of non-compliance, Nearmap may, at its discretion (a) invoice any additional licence fees due based on the standard Nearmap fees in place at the time of the original licence grant, (b) recover the reasonable cost of the audit if additional fees exceed 5% of the Fees paid during the audit period and (c) terminate this Agreement in accordance with clause 6.2. Licensee must pay all invoices issued under this clause within thirty (30) days following the date of invoice.

Appears in 1 contract

Samples: Zealand Products Agreement

Unauthorised. Use The Licensee shall take reasonable steps to prevent unauthorised access to the Products, including without limitation protect protecting its passwords and other log-in information. The Licensee shall notify Nearmap immediately of any known or suspected unauthorised use of the Licence Products or breach of its security and shall use best efforts to stop said breach and minimise the adverse impact of said breach on Nearmap. Audit During the Term of this Agreement and for two (2) years after termination or expiry of this Agreement, the Licensee shall maintain accurate and complete records regarding its use of the Products according to its usual record keeping policies and procedures. The Licensee shall permit Nearmap (or its representativesauditors) access to its books and records, and employees and/or contractors pertaining to the Licensee’s use of the Products. Nearmap will give at least thirty (30) days prior written notice of an audit and will not conduct an audit more than once per calendar year unless non-compliance findings are noted, noted and in which case the audit period may be extended. Audit Findings If an audit results in findings of non-compliance, Nearmap may, at its discretion (a) discretion: invoice any additional licence fees due based on the standard Nearmap fees Fees in place at the time of the original licence grant, (b) ; recover the reasonable cost of the audit if additional fees Fees exceed 5% of the Fees paid during the audit period period; and (c) terminate this Agreement in accordance with clause 6.2. Licensee must pay all invoices issued under this clause within thirty (30) days following the date of invoice.

Appears in 1 contract

Samples: Products Agreement

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Unauthorised. Use The Licensee shall take reasonable steps to prevent unauthorised access to the Products, including without limitation protect protecting its passwords and other log-in information. The Licensee shall notify Nearmap immediately of any known or suspected unauthorised use of the Licence Products or breach of its security and shall use best efforts to stop said breach and minimise the adverse impact of said breach on Nearmap. Audit During the Term of this Agreement and for two (2) years after termination or expiry of this Agreement, the Licensee shall maintain accurate and complete records regarding its use of the Products according to its usual record keeping policies and procedures. The Licensee shall permit Nearmap (or its representativesauditors) access to its books and records, and employees and/or contractors pertaining to the Licensee’s use of the Products. Nearmap will give at least thirty (30) days prior written notice of an audit and will not conduct an audit more than once per calendar year unless non-compliance findings are noted, in which case the audit period may be extended. Audit Findings If an audit results in findings of non-compliance, Nearmap may, at its discretion (a) discretion: invoice any additional licence fees due based on the standard Nearmap fees Fees in place at the time of the original licence grant, (b) ; recover the reasonable cost of the audit if additional fees Fees exceed 5% of the Fees paid during the audit period period; and (c) terminate this Agreement in accordance with clause 6.2. Licensee must pay all invoices issued under this clause within thirty (30) days following the date of invoice.

Appears in 1 contract

Samples: Products Agreement

Unauthorised. Use The Licensee shall take reasonable steps to prevent unauthorised access to the Products, including without limitation protect protecting its passwords and other log-in information. The Licensee shall notify Nearmap immediately of any known or suspected unauthorised use of the Licence Products or breach of its security and shall use best efforts to stop said breach and minimise the adverse impact of said breach on Nearmap. Audit During the Term of this Agreement and for two (2) years after termination or expiry of this Agreement, the Licensee shall maintain accurate and complete records regarding its use of the Products according to its usual record keeping policies and proceduresProducts. The Licensee shall permit Nearmap (or its representativesauditors) access to its the business location(s), books and records, and employees and/or contractors pertaining to the Licensee’s use of the Products. Nearmap will give at least thirty (30) days prior written notice of an audit and will not conduct an audit more than once per calendar year unless non-compliance findings are noted, noted and in which case the audit period may be extended. Audit Findings If an audit results in findings of non-compliance, Nearmap may, at its discretion (a) invoice any additional licence fees due based on the standard Nearmap fees Fees in place at the time of the original licence grant, (b) recover the reasonable cost of the audit if additional fees Fees exceed five (5% ) per cent of the Fees paid during the audit period and (c) terminate this Agreement in accordance with clause 6.26.3. Licensee must pay all invoices issued under this clause within thirty (30) days following the date of invoice.

Appears in 1 contract

Samples: Products Agreement

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