Common use of On-Premise Software Clause in Contracts

On-Premise Software. As it relates to Your purchase of Perpetual Licenses or Subscription Licenses that are deployed on-premise or otherwise not hosted by ▇▇▇▇▇▇, You agree to maintain accurate and complete records regarding Your use of such Software (“Records”) and understand that the Software may gather and communicate telemetry data to ▇▇▇▇▇▇. Further, You shall provide such records to ▇▇▇▇▇▇, upon request, any time during the term of this Agreement and for two (2) years after the later of (i) termination of the Agreement or Support and Maintenance Services for the applicable Software, or (ii) installation of the Software Ivanti has the right to remotely audit the Records and Your use of the Software to verify that Your use of the Software is in compliance with this Agreement. Within thirty (30) days of written request by ▇▇▇▇▇▇, You shall provide ▇▇▇▇▇▇ with the Records and/or permit ▇▇▇▇▇▇ (or such persons appointed by ▇▇▇▇▇▇) to conduct a remote audit of Your use of the Software using such tools and/or software approved by You and available to Ivanti from time to time. ▇▇▇▇▇▇ may only conduct an audit once per calendar year and all such audits shall take place during normal business hours, upon reasonable prior notice and will not unreasonably interfere with Your day-to-day operations. You agree not to (i) delete or remove distributed licenses or (ii) receive a transfer of licenses from Your managed service provider (if any) to ensure You are in compliance in anticipation of or during an audit. The aforementioned limit on the number of audits that can be performed in a calendar year shall not apply if any such misconduct is discovered or reasonably suspected by ▇▇▇▇▇▇. Without prejudice to any other rights and remedies, where such audit reveals any underpayment, You shall promptly pay ▇▇▇▇▇▇ at the then-current list price as follows: (i) for Subscription Licenses You shall pay for all Subscription Licenses of the Software needed to become compliant for (y) the current term (if applicable), and (z) for the previous period of over usage, up to three (3) years; and/ or (ii) for Perpetual Licenses You shall pay for (x) all Perpetual Licenses of the Software needed to become compliant, (y) Support and Maintenance Services for the current term (if applicable), and (z) Support and Maintenance Services for the period of over usage, up to three (3) years. If any such underpayment is more than five percent (5%) of the amounts paid or payable by You for the audited period, You shall, in addition to paying for Your overuse of the Software as outlined above, promptly reimburse ▇▇▇▇▇▇ for the reasonable costs of the audit.