Tait TM9400

TM9300/TM9400 Installation Guide Tait General Software Licence Agreement 43
© Tait International Limited August 2020
and the payment of applicable license fees, Tait
grants to Licensee a personal, limited, non-trans-
ferable (except as permitted in Section 7), and
non-exclusive license to use the Software in exe-
cutable code form, and the Documentation,
solely in connection with Licensee's use of the
Designated Products for the useful life of the
Designated Products. This Agreement does not
grant any rights to source code.
3.2. The Licensee acknowledges that one or
more Software Keys may be required from Tait
for the Software or certain functions or features
of the Software. The Licensee may only access,
enable and use such Software or functions or fea-
tures of the Software with Software Keys issued
by Tait. Tait may provide the Licensee with a
Software Key for the Software or certain func-
tions or features of the Software agreed to by the
parties as part of this Agreement. The Software
Key may control the functions or features of the
Software licensed in accordance with this Agree-
ment. The Licensee’s license to the Software Key
is limited to a license to use the Software Key
only to access, enable and use the Software or
certain functions or features of the Software that
Tait has agreed to provide to the Licensee and
only in accordance with the Documentation.
3.3. If the Software licensed under this Agree-
ment contains or is derived from Open Source
Software, the terms and conditions governing
the use of such Open Source Software are in the
Open Source Software Licenses of the copyright
owner and not in this Agreement. If there is a
conflict between the terms and conditions of this
Agreement and the terms and conditions of the
any applicable Open Source Software Licenses,
the terms and conditions of the Open Source
Software Licenses will take precedence. For
information about Open Source Components
contained in Tait products and the related Open
Source licenses, see:
https://www.taitradio.com/opensource
Section 4 LIMITATIONS ON USE
4.1. Licensee may use the Software only for
Licensee's internal business purposes and only in
accordance with the Documentation. Any other
use of the Software is strictly prohibited. With-
out limiting the general nature of these restric-
tions, Licensee will not make the Software avail-
able for use by third parties on a "time sharing,"
"application service provider," "service bureau"
basis, or for any other similar commercial rental
or sharing arrangement.
4.2. Licensee will not, and will not directly or
indirectly allow or enable any third party to: (i)
reverse engineer, disassemble, extract compo-
nents, decompile, reprogram, or otherwise
reduce the Software or any portion thereof to a
human perceptible form or otherwise attempt to
recreate the source code; (ii) modify, adapt, cre-
ate derivative works of, or merge the Software;
(iii) copy, reproduce, distribute, lend, or lease the
Software or Documentation to any third party;
(iv) grant any sublicense or other rights in the
Software or Documentation to any third party;
(v) take any action that would cause the Software
or Documentation to be placed in the public
domain; (vi) remove, or in any way alter or
obscure any copyright notice or other notice of
Tait or third-party licensor’s proprietary rights;
(vii) provide, copy, transmit, disclose, divulge or
make the Software or Documentation available
to, or permit the use of the Software by, any third
party or on any machine except as expressly
authorized by this Agreement; or (viii) use, or
permit the use of, the Software in a manner that
would result in the production of a copy of the
Software by any means whatsoever other than
what is permitted in this Agreement. Licensee
may make one copy of the Software to be used
solely for archival, back-up, or disaster recovery
purposes; provided that Licensee may not oper-
ate that copy of the Software at the same time as
the original Software is being operated. Licensee
may make as many copies of the Documentation
as it may reasonably require for the internal use
of the Software.
4.3. Unless otherwise authorized by Tait in writ-
ing, Licensee will not, and will not enable or
allow any third party to: (i) install a copy of the
Software on more than one unit of a Designated
Product; or (ii) copy or transfer Software
installed on one unit of a Designated Product to
any other device. Licensee may temporarily
transfer Software installed on a Designated Prod-
uct to another device if the Designated Product
is inoperable or malfunctioning. Temporary
transfer of the Software to another device must
be discontinued when the original Designated
Product is returned to operation and the Soft-
ware must be removed from the other device.
4.4. Licensee will maintain, during the term of
this Agreement and for a period of two years
thereafter, accurate records relating to this license
grant to verify compliance with this Agreement.
Tait, or a third party nominated by Tait, may
inspect Licensee’s premises, books and records,
upon reasonable prior notice to Licensee, during
Licensee’s normal business hours and subject to
Licensee's facility and security regulations. Tait is
responsible for the payment of all expenses and
costs of the inspection, provided that Licensee
shall indemnify Tait for all costs (including audit
costs and legal costs on a solicitor client basis) if
Licensee has breached the terms of this Agree-
ment. Any information obtained by Tait during
the course of the inspection will be kept in strict
confidence by Tait and used solely for the pur-
pose of verifying Licensee's compliance with the
terms of this Agreement.
Section 5 OWNERSHIP AND TITLE
Tait, its licensors, and its suppliers retain all of
their Intellectual Property Rights in and to the
Software and Documentation, in any form. No
rights are granted to Licensee under this Agree-
ment by implication, estoppel or otherwise,
except for those rights which are expressly
granted to Licensee in this Agreement. All Intel-
lectual Property developed, originated, or pre-
pared by Tait in connection with providing the
Software, Designated Products, Documentation,
or related services, remains vested exclusively in
Tait, and Licensee will not have any shared
development or other Intellectual Property