Tait TM8100 Guide De L'utilisateur page 38

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, merchanta-
bility, 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 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 port-
able radio products and Licensee transfers
ownership of the Tait mobile or portable radio
products to a third party, Licensee may assign
its right to use the Software which is embed-
ded in or furnished for use with the radio prod-
ucts and the related Documentation; provided
that Licensee transfers all copies of the Soft-
ware and Documentation to the transferee.
38 Tait software licence agreement
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 subcontrac-
tor (integrator), is purchasing Tait Designated
Products and licensing Software not for its own
internal use but for end use only by a
Customer, the Licensee may transfer such Soft-
ware, but only if a) Licensee transfers all copies
of such Software and the related Documenta-
tion 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 agree-
ment that prohibits any other transfer and that
contains restrictions substantially identical to
the terms set forth in this Software License
Agreement. 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
Documentation 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 Documentation are supplied,
unless Licensee breaches this Agreement, in
which case this Agreement and Licensee's
right to use the Software and Documentation
may be terminated immediately upon notice by
Tait.
8.2. Within thirty (30) days after termination of
this Agreement, Licensee must certify in writ-
ing 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 Documentation have been returned to Tait
or destroyed by Licensee and are no longer in
use by Licensee.