180 Tait Software Licence Agreement
otherwise, except for those rights
which are expressly granted to
Licensee in this Agreement. All
Intellectual Property developed,
originated, or prepared 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 Rights.
SECTION 6 LIMITED
WARRANTY; DISCLAIMER
OF WARRANTY
6.1. The commencement date and the
term of the Software warranty will be a
period of one (1) year from Tait
shipment of the Software. If Licensee
is not in breach of any obligations
under this Agreement, Tait warrants
that the unmodified Software, when
used properly and in accordance with
the Documentation and this
Agreement, will be free from a
reproducible defect that eliminates the
functionality or successful operation of
a feature critical to the primary
functionality or successful operation of
the Software. Whether a defect has
occurred will be determined solely by
Tait. Tait does not warrant that
Licensee’s use of the Software or the
Designated Products will be
uninterrupted, error-free, completely
free of Security Vulnerabilities, or that
the Software or the Designated
Products will meet Licensee’s
particular requirements. Tait makes no
representations or warranties with
respect to any third-party software
included in the Software.
6.2 Tait sole obligation to Licensee,
and Licensee’s exclusive remedy
under this warranty, is to use
reasonable efforts to remedy any
material Software defect covered by
this warranty. These efforts will involve
either replacing the media or
attempting to correct significant,
demonstrable 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 functionally
equivalent Software, license to
Licensee substitute 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 Section 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 particular 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
addition, 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 specific 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 distributor of Tait
Designated Products, the consent
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