2015/02/04 Council Agenda Packet

1I h. "Fees" includes but is not limited to the Purchase Price and Rental Price of Hardware and any fees associated with the Miovision Platform, and Support provided by Miovision to the Customer. i. "Hardware" includes but is not limited to Classic Hardware and Scout Hardware, and their respective components, as further described and outlined on Miovision's website at www.Miovision.com and as identified on the Sales Order Form. j. "Miovision Platform" means Miovision's online application and related systems used to manage, process, and report data and interface with and manage Hardware. k. "Miovision's Confidential Information" means all proprietary information of Miovision that is disclosed to the Customer pursuant to the Agreement, and includes but is not limited to Miovision's IP and the terms and conditions of this Agreement. I. "Miovision's IP" includes but is not limited to all copyrights, patents, trade secrets, trademarks, moral rights and other intellectual property rights therein, associated with the Hardware and Miovision Platform and all modifications, changes, enhancements, or additions made thereto (whether initiated by the Customer or otherwise) to the Hardware and Miovision Platform. m. "Parties" means Miovision and the Customer. n. "Party" means Miovision or the Customer. o. "Taxes" includes but is not limited to all sales, uses, value added, or other taxes or duties, and any applicable export or import duties. p. "Users" means the Customer's agents, contractors or employees. 2. PAYMENT AND FEES. a. Fees. All Fees will be due on such dates and for such amounts as indicated in an invoice prepared by Miovision and provided to the Customer in advance. Unless otherwise indicated, all Fees are quoted in U.S. dollars and are non-refundable, except as may otherwise be provided in this Agreement. b. Taxes and Permits. The Customer shall be responsible for all applicable Taxes payable in respect of any Fees or arising in connection with the use of the Miovision Platform, Support provided by Miovision to the Customer, and the registration, licensing or possession, use or operation of any Hardware. If Miovision is required to pay Taxes on the Customer's behalf, the Customer agrees to reimburse Miovision for such payment immediately upon demand. If any tax in the nature of withholding tax is payable on any sums payable to Miovision under this Agreement, the Customer shall pay Miovision such amount as is necessary to ensure that the net amount received 74