![]() Such representatives also shall be entitled to copies of all reports, data or information obtained from the audit and (v) if the audit shows that such party is not in compliance, Licensee shall be required to purchase additional licenses or capacities necessary to bring it into compliance and shall pay for the unlicensed capacity at the NYS Net Price in effect at time of audit, or if none, then at the Contractor’s U.S. In no case shall the Business Software Alliance (BSA), Software Publishers Association (SPA), Software and Industry Information Association (SIIA) or Federation Against Software Theft (FAST) be used directly or indirectly to conduct audits, or be recommended by Contractor (iv) Contractor and Licensee are each entitled to designate a representative who shall be entitled to participate, and who shall mutually agree on audit format, and simultaneously review all information obtained by the audit. ![]() Contractor shall recommend a minimum of three (3) auditing/accounting firms from which the Licensee will select one (1). In accordance with the terms and conditions hereof, the Licensor agrees to grant to Shanda Networking a license to install and operate the Licensed Software on the Designated Computers and to grant to its customers the right to use such software system.ĪUDIT OF LICENSED PRODUCT USAGE Contractor shall have the right to periodically audit, no more than annually, at Contractor’s expense, use of licensed Product at any site where a copy of the Product resides provided that: (i) Contractor gives Licensee(s) at least thirty (30) days advance written notice, (ii) such audit is conducted during such party’s normal business hours, (iii) the audit is conducted by an independent auditor chosen on mutual agreement of the parties. GRANT OF LICENSE AND LIMITATIONS License to Use the Licensed Software. Scope of License The license granted to you for the Company application is limited to a non-transferable license to use the Company application on a device that utilizes the Apple iOS or Android operating system, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor terms of service. ![]() Certification Regarding Lobbying Applicable to Grants.Notwithstanding any other provision hereof or any other agreement between the Parties, Licensor's access to Licensee Code and Documentation pursuant to this Agreement, shall not be construed as preventing employees of Licensor who lawfully have had access to such Licensee Code and Documentation from drawing upon or using any skills, knowledge, talent or experience of a general nature acquired by them in the course of working with such Licensee Code and Documentation, provided that (i) such employees may not directly or indirectly use, copy, modify, adapt, create derivative works of, refer to or rely on the Licensee Code or Documentation and (ii) such employees do not infringe Licensee Intellectual Property rights or confidentiality obligations not otherwise within the scope of any express written licenses granted to Licensor. ![]() Licensor shall not (and shall not permit any third party to) copy, modify, translate, reverse engineer, decompile, disassemble, sub-license, demonstrate, lend or hire the Licensee Code or grant any security interest in relation thereto or otherwise provide Licensee Code or Documentation to any third party. Licensee, in its sole discretion, may make Licensee Code and related Documentation available to Licensor provided, however, that unless otherwise expressly provided in writing by Licensee, such Licensee Code and Documentation shall be treated by Licensor as Confidential Information and Licensor's use of such Licensee Code and Documentation shall be limited solely to the purposes of providing services to Licensee under the terms of this Agreement, and for no other purpose. Subject to Licensor's underlying Intellectual Property Rights in the Jeode Software other than the enhancement, Licensee will own all right, title and interest in, to and under all works made by or on behalf of Licensee to Jeode Software, including without limitation, porting-related modifications and/or other code owned or possessed by Licensee for the development or maintenance of the Jeode Software ("Licensee Code").
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