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Agreement; (b) you materially breach any other agreement that you may have with Magnet <br /> Forensics; or (c) you become involved in any legal proceeding concerning your solvency, <br /> commence liquidation proceedings, have a receiver or administrator appointed of any of your <br /> assets, cease or threaten to cease operations, or otherwise have a serious and reasonable doubt <br /> arise respecting your solvency. Magnet Forensics may also terminate this Agreement upon thirty <br /> (30) days' written notice in the event that any breach by you (including with respect to payment for <br /> any support and maintenance for the Software) occurs three (3) or more times in a twelve (12) <br /> month period, regardless of whether such breach is cured in each instance, or upon ninety (90) <br /> days' written notice in the event that Magnet Forensics decides, in its sole discretion, to end-of-life <br /> the Software. Additionally, Magnet Forensics may terminate this Agreement if required to do-so by <br /> any law, regulation, requirement or ruling issued in any form whatsoever by any judicial or other <br /> governmental body. <br /> 9.4 Upon expiration or termination of this Agreement, or if your subscription or a free trial for the <br /> Software expires, or the Beta Period for the Beta Software expires or is terminated, you will <br /> immediately cease all use of the Software and destroy and/or permanently delete all copies of the <br /> Software in your possession, and any payments that are then due to Magnet Forensics become <br /> immediately payable in full. <br /> 9.5 Magnet Forensics reserves the right to investigate suspected violations of this Agreement. <br /> Magnet Forensics shall be permitted to audit (at least once annually and in accordance with <br /> Magnet Forensics standard procedures, which may include on-site and/or remote audit) the usage <br /> of the Software. You shall co-operate reasonably in the conduct of such audits. In the event an <br /> audit reveals that: (i) you underpaid license fees and/or support and maintenance fees to Magnet <br /> Forensics; and/or(ii) that you have used the Software in excess of the license quantities or levels <br /> stated in the applicable invoice(s), you shall pay such underpaid fees and/or for such excess usage <br /> based on Magnet Forensics' then current prices in effect at the time of the audit and included in an <br /> invoice provided to you by Magnet Forensics. Magnet Forensics reserves all rights at law and <br /> equity with respect to both your underpayment of license fees and/or support and maintenance <br /> fees and usage in excess of the license quantities or levels. You hereby authorize Magnet <br /> Forensics to cooperate with law enforcement authorities in the investigation of suspected criminal <br /> violations. <br /> 9.6 The above-described actions are not Magnet Forensics' exclusive remedies and Magnet <br /> Forensics may take any other legal, equitable or technical action it deems appropriate in the <br /> circumstances. Magnet Forensics will not be liable for any damage caused by the termination of <br /> this Agreement. <br /> 10. Injunctive Relief <br /> 10.1 You agree that Magnet Forensics has the right to institute legal or equitable proceedings, <br /> including proceedings seeking injunctive relief, in a court of law for claims or disputes regarding: (i) <br /> amounts owed by you to Magnet Forensics in connection with your use of the Software; (ii) your <br /> violation or threatened violation of the sections of this Agreement entitled License Grant (Section <br /> 2), Intellectual Property Rights and Confidentiality (Section 5), Term and Termination (Section 9), <br /> and Compliance With Laws/Export (Section 11). <br />