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21Ct/ViLr,'I'NETWORX Terms and Conditions of Software License Agreement
<br />3. CHARGES AND PAYMENTS
<br />3.1. Software License Fees - The charges and payments applicable to the installation and use of the Software by the Customer
<br />are set out on the Cover Page.
<br />3.2. Taxes and Other Charges — The Customer will pay all shipping & handling costs and all applicable sales, use, withholding
<br />and excise taxes, and any other assessments against the Customer in the nature of taxes, duties or charges however designated
<br />on the Software or its license or use, on or resulting from this Agreement, exclusive of taxes based on the net income of TAN.
<br />4. OWNERSHIP OF SOFTWARE
<br />4.1. Warranty of Title - TAN warrants that it has all rights necessary to make the grant of license herein by having all right, title and
<br />interest in and to the Software or as licensee of all such rights from the owner thereof.
<br />4.2. Retention of Rights by TAN and Customers Obligations - All proprietary and intellectual property rights, title and interest
<br />including copyright in and to the original and all copies of the Software and the documentation or any changes or modifications
<br />made to the Software or related documentation will be and remain that of TAN . Without limiting the foregoing, the Customer will
<br />not any time whether before or after the termination of this Agreement:
<br />a) reverse engineer, disassemble or decompile any Software or prepare derivative works thereof;
<br />b) copy, transfer, display, or use the Software except as expressly authorized in this Agreement;
<br />c) disclose, furnish, or make accessible to anyone any confidential information received from TAN or make any use thereof
<br />other than as expressly permitted under this Agreement, which confidential information is deemed to include the source and
<br />executable code of the Software and all related documentation;
<br />d) contest or do or aid others in contesting or doing anything which impairs the validity of any proprietary and intellectual
<br />property rights, title or interest of TAN in and to any Software; or
<br />a) obliterate, alter, or remove any proprietary or intellectual property notices from the Software in its physical or electronic forms.
<br />4.1 Intellectual Property Indemnity by TAN - TAN will defend or settle any claim made or any suit or proceeding brought against
<br />the Customer insofar as such claim, suit or proceeding is based on an allegation that any of the Software supplied to the
<br />Customer pursuant to this Agreement infringes the proprietary and intellectual property rights of any third party in or to any
<br />invention, patent, copyright or any other rights, provided that the Customer will notify TAN in writing promptly after the claim, suit
<br />or proceeding is known to the Customer and will give TAN information and such assistance as is reasonable in the circumstances.
<br />TAN will have sole authority to defend or settle any such claim at TAN's expense. TAN will indemnify and hold the Customer
<br />harmless from and against any and all such claims and will pay all damages and costs finally agreed to be paid in settlement of
<br />such claim, suit or proceeding. This indemnity does not extend to any claim, suit or proceeding based upon any infringement or
<br />alleged infringement of copyright by the combination of the Software with other elements not under TAN's sole control nor does it
<br />extend to any Software altered by the Customer either by enhancement or by combination with product(s) of the Customer's
<br />design or formula. The foregoing states the entire liability of TAN for proprietary and intellectual proprietary rights infringement
<br />related to the Software. If the Software in any claim, suit or proceeding is held to infringe any proprietary or intellectual property
<br />rights of any third party and the use thereof is enjoined or, in the case of settlement as referred to above, prohibited, TAN will have
<br />the option, at its own expense, to either (i) obtain for the Customer the right to continue using the infringing item, or (ii) replace the
<br />infringing item or modify it so that it becomes non - infringing, provided that no such replacement or modification will diminish the
<br />performance of the Software.
<br />4.4. Intellectual Property Indemnity by the Customer — The Customer will defend or settle any claim made or any suit or
<br />proceeding brought against TAN insofar as such claim, suit or proceeding is based on (i) an allegation that any Software licensed
<br />to Customer pursuant to this Agreement or line item xxx ( "Information Management ") has been installed, used or otherwise treated
<br />in a manner contrary to the terms of this Agreement or the intellectual property rights of the provider of that Software, provided
<br />that TAN will notify the Customer in writing promptly after the claim, suit or proceeding is known to TAN and will give the Customer
<br />information and such assistance as is reasonable in the circumstances. The Customer will have sole authority to defend or settle
<br />any such claim at the Customer's expense. The Customer will indemnify and hold TAN harmless from and against any and all
<br />such claims and will pay all damages and costs finally agreed to be paid in settlement of such claim, suit or proceeding.
<br />5. WARRANTY
<br />ti l- imited Warranty of Software - TAN warrants that when utilized by the Customer in a manner authorized hereunder, the
<br />Software will conform to the functional specifications set out in the user documentation accompanying the Software for ninety (90)
<br />days from initial installation, 15 days after acceptance (in accordance with the City's Acceptance Procedure). TAN's sole
<br />obligation and liability hereunder with respect to any failure to so perform will be remedy any non - conformity, which is reported to
<br />TAN in writing by Customer within that warranty period. In the event TAN is unable to remedy such non - conformity within a
<br />reasonable time, TAN will refund to Customer the license fee pertaining to the Software and this Agreement will be automatically
<br />terminated,.
<br />6. EXCLUSION OF WARRANTIES AND LIMITATION OF LIABILITY
<br />6.1. SPECIFIC EXCLUSION OF OTHER WARRANTIES - THE WARRANTIES SET OUT IN SECTIONS 4.1 AND 5.1 ARE IN
<br />LIEU OF ALL OTHER WARRANTIES, AND THERE ARE NO OTHER WARRANTIES, REPRESENTATIONS, CONDITIONS, OR
<br />GUARANTEES OF ANY KIND WHATSOEVER APPLICABLE, EITHER EXPRESS OR IMPLIED BY LAW (IN CONTRACT OR
<br />TORT) OR CUSTOM, INCLUDING, BUT NOT LIMITED TO THOSE REGARDING MERCHANTABILITY, FITNESS FOR
<br />PURPOSE, DURABILITY, CORRESPONDENCE TO SAMPLE, TITLE, DESIGN, CONDITION, OR QUALITY. WITHOUT
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