Unauthorised. Use The Licensee shall take reasonable steps to prevent unauthorised access to the Licence, 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. 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 and the Licensee shall permit Nearmap (or its auditors) access to the business location(s), books and records, 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 and in which case the audit period can be expanded. 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 five (5) per cent of the Fees paid during the audit period and (c) terminate this Agreement in accordance with clause 6.3. Licensee must pay all invoices issued under this clause within thirty (30) days following the date of invoice.
Appears in 5 contracts
Samples: Products Agreement, Products Agreement, Products Agreement
