Tait TM9100 Installation Manual - page 25
TM9100 110W Mobile Radio Installation Guide
25
© Tait Limited October 2012
program or documentation errors or Security
Vulnerabilities. If Tait cannot correct the defect
within a reasonable time, then at Tait option, Tait
will replace the defective Software with function-
ally equivalent Software, license to Licensee sub-
stitute Software which will accomplish the same
objective, or terminate the license and refund
Licensee’s paid license fee. If Tait investigation of
the perceived defect reveals that no such defect in
fact exists, Tait may recover its costs in respect of
such investigation from Licensee.
6.3. Tait disclaims any and all other warranties
relating to the Software or Documentation other
than the express warranties set forth in this Sec-
tion 6. Warranties in Section 6 are in lieu of all
other warranties whether express or implied, oral
or written, and including without limitation any
and all implied warranties of condition, title, non-
infringement, merchantability, or fitness for a par-
ticular purpose or use by Licensee (whether Tait
knows, has reason to know, has been advised of,
or is otherwise aware of any such purpose or use),
whether arising by law, by reason of custom or
usage of trade, or by course of dealing. In addi-
tion, Tait disclaims any warranty to any person
other than Licensee with respect to the Software
or Documentation.
Section 7 TRANSFERS
7.1. Licensee will not transfer the Software or
Documentation to any third party without spe-
cific prior written consent from Tait. Tait may
withhold such consent or at its own discretion
make the consent conditional upon the transferee
paying applicable license fees and agreeing to be
bound by this Agreement.
7.2. In the case of a value-added reseller or dis-
tributor of Tait Designated Products, the consent
referred to in Section 7.1 may be contained in a
Tait Reseller or Tait Distributor Agreement.
7.3. If the Designated Products are Tait vehicle-
mounted mobile products or hand-carried porta-
ble radio products and Licensee transfers owner-
ship of the Tait mobile or portable radio products
to a third party, Licensee may assign its right to use
the Software which is embedded in or furnished
for use with the radio products and the related
Documentation; provided that Licensee transfers
all copies of the Software and Documentation to
the transferee.
7.4. For the avoidance of any doubt, Section 7.3
excludes TaitNet Infrastructure, or the products
listed at any time under network products at:
http://www.taitradio.com
.
7.5. If Licensee, as a contractor or subcontractor
(integrator), is purchasing Tait Designated Prod-
ucts and licensing Software not for its own inter-
nal use but for end use only by a Customer, the
Licensee may transfer such Software, but only if a)
Licensee transfers all copies of such Software and
the related Documentation to the transferee and
b) Licensee has first obtained from its Customer
(and, if Licensee is acting as a subcontractor, from
the interim transferee(s) and from the ultimate
end user sub license) an enforceable sublicense
agreement that prohibits any other transfer and
that contains restrictions substantially identical to
the terms set forth in this Software License Agree-
ment. Except as stated in the foregoing, Licensee
and any transferee(s) authorised by this Section
may not otherwise transfer or make available any
Tait Software to any third party nor permit any
party to do so. Licensee will, on request, make
available evidence reasonably satisfactory to Tait
demonstrating compliance with all the foregoing.
Section 8 TERM AND TERMINATION
8.1. Licensee’s right to use the Software and Doc-
umentation will commence when the Designated
Products are supplied by Tait to Licensee and will
continue for the life of the Designated Products
with which or for which the Software and Docu-
mentation are supplied, unless Licensee breaches
this Agreement, in which case this Agreement
and Licensee's right to use the Software and Doc-
umentation may be terminated immediately upon
notice by Tait.
8.2. Within thirty (30) days after termination of
this Agreement, Licensee must certify in writing
to Tait that all copies of the Software have been
removed or deleted from the Designated Products
and that all copies of the Software and Documen-
tation have been returned to Tait or destroyed by
Licensee and are no longer in use by Licensee.
8.3. Licensee acknowledges that Tait made a con-
siderable investment of resources in the develop-
ment, marketing, and distribution of the Software
and Documentation and that Licensee's breach of
this Agreement will result in irreparable harm to
Tait for which monetary damages would be inad-
equate. If Licensee breaches this Agreement, Tait
may terminate this Agreement and be entitled to
all available remedies at law or in equity including
immediate injunctive relief and repossession of all
non-embedded Software and associated Docu-
mentation. Licensee shall pay all Tait costs (on an
indemnity basis) for the enforcement of the terms
of this Agreement.
Section 9 CONFIDENTIALITY
Licensee acknowledges that the Software and
Documentation contain proprietary and Confi-
dential Information valuable to Tait and are Tait
trade secrets, and Licensee agrees to respect the
confidentiality of the information contained in
the Software and Documentation.
Section 10 LIMITATION OF LIABILITY
10.1. In no circumstances shall Tait be under any
liability to Licensee, or any other person whatso-
ever, whether in Tort (including negligence),
Contract (except as expressly provided in this
Agreement), Equity, under any Statute, or other-
wise at law for any losses or damages whether
general, special, exemplary, punitive, direct, indi-
rect, or consequential arising out of or in connec-
tion with any use or inability of using the Soft-
ware.
10.2. Licensee’s sole remedy against Tait will be
limited to breach of contract and Tait sole and
total liability for any such claim shall be limited at
the option of Tait to the repair or replacement of
the Software or the refund of the purchase price
of the Software.
Section 11 GENERAL
11.1. COPYRIGHT NOTICES. The existence
of a copyright notice on the Software will not be