2015/04/29 Council Agenda Packet

(b) installation of the Software; (c)on-site support related to the Software; • (d) corrections of defects found by Magnet Forensics to be: (i)in other than a current, unaltered release of the Software provided free of charge to you; (ii) caused by your negligence or that of a third party(other than a third party working on Magnet Forensics's behalf),or modifications made to the Software by you or by any third party other than a third party working on Magnet Forensics's behalf; (iii) arise from use or interoperability of the Software in combination with hardware or software not specifically approved by Magnet Forensics; (iv) caused by normal wear and tear; (v) caused by improper or unauthorized use of the Software; (vi) caused by use of the Software in a manner contrary to,or otherwise not in accordance with,documentation,guidelines or instructions provided by Magnet Forensics in relation to the Software; (vii)due to external causes such as, but not limited to,power failure or electrical power surges;or (viii)defects which do not prevent the Software from operating in accordance with its specifications. In the event that you wish Magnet Forensics to perform any Excluded Service,such Excluded Service must be pursuant to a separate,mutually agreed upon written agreement between you and Magnet Forensics. 3.TERMINATION 3.1 This Agreement may be terminated immediately upon notice for cause if: a)either Party commits a material breach of this Agreement,or consistently fails to properly perform and observe its obligations under this Agreement,and fails to rectify the _Lsituation within thirty(30)calendar days of the non-breaching Party delivering notice of the breach or consistent failure to perform;or wb)either Party becomes insolvent,or a receiver or receiver-manager is appointed for any part of the property of such Party,or such Party makes an assignment,proposal or arrangement for the benefit of its creditors or such Party files an assignment in bankruptcy,or any proceedings under any bankruptcy or insolvency laws are commenced against such Party. 3.2 Magnet Forensics shall have the right to terminate this Agreement immediately upon notice to you if your license to use the Software under the User Agreement is terminated for any reason. 3.3 Each Party shall have the right to terminate this Agreement for convenience upon ninety(90)days' notice to the other Party. 3.4 If you have pre-paid for the support and maintenance services,you will not be entitled to any refund of any portion of such payment due to early termination,other than termination by Magnet Forensics for convenience or termination by you due to Magnet Forensics's breach or insolvency.Termination of this Agreement shall not affect your payment obligation for any support and maintenance services rendered by Magnet Forensics prior to the date of termination.Magnet Forensics shall not be obligated to provide any support and maintenance services after the expiration or termination date,for whatever reason. 3.5 Any provision of this Agreement which expressly states that it is to continue in effect after termination or expiration of this Agreement,or which by its nature would survive the termination or expiration of this Agreement,shall do so. 4.FEES 4.1 You shall pay fees for the support and maintenance services in accordance with your purchase form with Magnet Forensics.Magnet Forensics shall invoice you for all fees in accordance with its normal billing practices,and you will pay all fees within thirty(30)days following receipt of invoice. 4.2 Magnet Forensics reserves the right to change its fee schedule for support and maintenance services at any time,provided that the fee schedule in effect at the time of your purchase of support and maintenance services shall apply for the duration of your purchased Term.For greater certainty,for any renewal term of support and