states of that software prior to its compilation into an
executable programme.
“Software Key” means a code or key that is supplied
by Tait to access, enable and use the Software or cer-
tain functions or features of the Software.
“Tait” means Tait International Limited and includes its
Affiliates.
Section 2 SCOPE
This Agreement contains the terms and conditions of
the license Tait is providing to Licensee, and of
Licensee’s use of the Software and Documentation. Tait
and Licensee enter into this Agreement in connection
with Tait delivery of certain proprietary Software and/or
products containing embedded or pre-loaded proprietary
Software.
Section 3 GRANT OF LICENSE
3.1. Subject to the provisions of this Agreement and the
payment of applicable license fees, Tait grants to
Licensee a personal, limited, non-transferable (except
as permitted in Section 7), and non-exclusive license to
use the Software in executable code form, and the Docu-
mentation, solely in connection with Licensee's use of
the Designated Products for the useful life of the Desig-
nated Products. This Agreement does not grant any
rights to source code.
3.2. The Licensee acknowledges that one or more Soft-
ware 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 Soft-
ware or functions or features of the Software with Soft-
ware Keys issued by Tait. Tait may provide the
Licensee with a Software Key for the Software or certain
functions 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 Agreement. 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 Docu-
mentation.
3.3. If the Software licensed under this Agreement con-
tains 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 Agree-
ment. If there is a conflict between the terms and con-
ditions 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. Without limiting the general nature of
these restrictions, Licensee will not make the Software
available 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 components, decompile, repro-
gram, 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,
create 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 sub-
license 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 pub-
lic 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 Docu-
mentation 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 Soft-
ware 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 ori-
ginal Software is being operated. Licensee may make
as many copies of the Documentation as it may reas-
onably require for the internal use of the Software.
4.3. Unless otherwise authorized by Tait in writing,
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
107
Tait International Ltd July 2021
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