Tait Software Licence Agreement 434.3. Unless otherwise authorized by Tait inwriting, Licensee will not, and will not enableor allow any third party to: (i) install a copy ofthe Software on more than one unit of aDesignated Product; or (ii) copy or transferSoftware installed on one unit of aDesignated Product to any other device.Licensee may temporarily transfer Softwareinstalled on a Designated Product to anotherdevice if the Designated Product isinoperable or malfunctioning. Temporarytransfer of the Software to another devicemust be discontinued when the originalDesignated Product is returned to operationand the Software must be removed from theother device.4.4. Licensee will maintain, during the termof this Agreement and for a period of twoyears thereafter, accurate records relating tothis license grant to verify compliance withthis Agreement. Tait, or a third partynominated by Tait, may inspect Licensee’spremises, books and records, uponreasonable prior notice to Licensee, duringLicensee’s normal business hours and subjectto Licensee's facility and security regulations.Tait is responsible for the payment of allexpenses and costs of the inspection,provided that Licensee shall indemnify Taitfor all costs (including audit costs and legalcosts on a solicitor client basis) if Licensee hasbreached the terms of this Agreement. Anyinformation obtained by Tait during thecourse of the inspection will be kept in strictconfidence by Tait and used solely for thepurpose of verifying Licensee's compliancewith the terms of this Agreement.SECTION 5 OWNERSHIP AND TITLETait, its licensors, and its suppliers retain all oftheir Intellectual Property Rights in and to theSoftware and Documentation, in any form.No rights are granted to Licensee under thisAgreement by implication, estoppel orotherwise, except for those rights which areexpressly granted to Licensee in thisAgreement. All Intellectual Propertydeveloped, originated, or prepared by Tait inconnection with providing the Software,Designated Products, Documentation, orrelated services, remains vested exclusively inTait, and Licensee will not have any shareddevelopment or other Intellectual PropertyRights.S ECTION 6 LIMITED WARRANTY;DISCLAIMER OF WARRANTY6.1. The commencement date and the termof the Software warranty will be a period ofone (1) year from Tait shipment of theSoftware. If Licensee is not in breach of anyobligations under this Agreement, Taitwarrants that the unmodified Software,when used properly and in accordance withthe Documentation and this Agreement, willbe free from a reproducible defect thateliminates the functionality or successfuloperation of a feature critical to the primaryfunctionality or successful operation of theSoftware. Whether a defect has occurred willbe determined solely by Tait. Tait does notwarrant that Licensee’s use of the Softwareor the Designated Products will beuninterrupted, error-free, completely free ofSecurity Vulnerabilities, or that the Softwareor the Designated Products will meetLicensee’s particular requirements. Taitmakes no representations or warranties withrespect to any third-party software includedin the Software.6.2 Tait sole obligation to Licensee, andLicensee’s exclusive remedy under thiswarranty, is to use reasonable efforts toremedy any material Software defectcovered by this warranty. These efforts willinvolve either replacing the media orattempting to correct significant,demonstrable program or documentationerrors or Security Vulnerabilities. If Taitcannot correct the defect within areasonable time, then at Tait option, Tait willreplace the defective Software withfunctionally equivalent Software, license toLicensee substitute Software which willaccomplish the same objective, or terminatethe license and refund Licensee’s paid licensefee. If Tait investigation of the perceiveddefect reveals that no such defect in factexists, Tait may recover its costs in respect ofsuch investigation from Licensee.6.3. Tait disclaims any and all otherwarranties relating to the Software orDocumentation other than the expresswarranties set forth in this Section 6.Warranties in Section 6 are in lieu of all otherwarranties whether express or implied, oralor written, and including without limitationany and all implied warranties of condition,