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CM-07-03-034
active NETWORK Software License Agreement (Schedule A) This document (the "Agreement"), consisting of: a. this cover page ("Cover Page"), b. the attached table of licensed Software ("Software Table"); and c. the attached Terms and Conditions of the Software License Agreement ("Terms and Conditions") constitutes the entire agreement between the undersigned customer ("Customer") and The Active Network, Ltd. ("TAN") whereby, and TAN and the Customer hereby agree that, TAN grants to the Customer the rights and licenses herein described regarding the installation and use of certain computer software for the prices described in the Software Table, as modified from time to time according to this Agreement. Any apparent contradiction among this Cover Page, the Software Table and/or the Terms and Conditions is to be resolved by giving priority to the Terms and Conditions, followed by the Cover Page, and finally the Software Table. Payment Terms for Software Licenses A. All prices are in the currency of the country of installation. B. Sales and any other applicable tax(es), duties or any other charges in the nature of taxes and duties are not included unless specifically identified as line items. C. Prices shown include freight F.O.B. the shipping point. D. No services (i.e. site preparation such as cabling and provision of electricity) are included in costs described herein. fl lose Start Datc se 60% of the fcc3 applicable to the pho3o def t#hc fees-ajwiieati4e4e F. A Pro'ect Schedule will be established (see attached Active Project Schedule) through discussions between the Customer and TAN once this agreement has been signed. The Project Schedule will consist of standalone and separate phases. The Customer can, at any time, choose not to proceed with a subsequent phase. The Project Schedule will indicate the acceptance criteria for each phase. Unless indicated otherwise by the Customer, each phase is deemed to be complete unless TAN is notified by the customer within 15 calendar days after the Phase End Date, as specified in the Project Schedule. When deemed complete, the customer acknowledges that all project expectations have been met for the completed phase and there is no further recourse or liability for TAN. G. The Customer agrees, subject to any conditions, limitations, or deductions as defined in the Project Schedule, to pay to TAN for the performance of the work required under the Project Schedule to the satisfaction of the Customer in accordance with the fee structure as defined in the Software License Agreement and work estimates set forth in the Project Schedule. H. TAN will invoice the Customer for the amounts contemplated in paragraph E. All invoices are payable within 30 days of receipt thereof, and such receipt is deemed to occur as though such invoices were notices sent pursuant to section 9.3 of the Terms and Conditions. Overdue invoices will bear interest at the lesser of 1% per month, 12.68% per annum or the maximum rate permitted by law. (The remainder of this page is intentionally BLANK) Cuk- 01-03-04' www.activecommunities.com 1 800 661 1196 active NETWORK The parties hereto each acknowledge that they have read, understand and agree to be bound by this Agreement. eI7/ ©FAaiun A .'� 03 - � -0 7 F 1 Legal Customer Name Auth zed Signatory Date nti (5-neczr Ad ss mon Pock; 7 -Ye, 0 271 Facsimile The Active Network, Ltd. Authorized Signato /t 1 Date (The remainder of this page is intentionally BLANK) www.activecommunities.com 1 800 661 1196 CHANGE SHEET FOR "SOFTWARE LICENSE AGREEMENT" (SCHEDULE A) The following subsection shall be DELETED in its entirety: E. The following installment payment schedule is applicable; figures are percentages of total fees and other charges re: all Software licensed under this Agreement: Phase Start Date Phase End Date 50% of the fees applicable to the phase 50% of the fees applicable to the phase The following shall REPLACE the deleted subsection E: E. The following installment payment schedule is applicable; figures are percentages of total fees and other charges re: all Software licensed under this Agreement: Phase Start Date 0% of the fees applicable to the phase Phase End Date 100% of the fees applicable to the phase active NETWORK Software Table: Licensed Active Software Modules The Active Network, Ltd. Page 3 of 9 Module (included modules in parentheses) Unit Price No. of Copies Total Cost WORKSTATION -BASED, CORE MODULES 1. Registration - (FlexReg & Program Maintenance) $1,750 12 - $5,250 2. Reservations - (QuickRez & Facility Maintenance) $1,750 4 -$1,750 3. Memberships - (Membership Maintenance) $1,750 4 $1,750 4 Point of Sale - (& POS Maintenance) $1,750 3 $1,750 5. League Scheduling $1,750 6. Point of Sale Screen Layout $500 1 $500 7. Golf - Tee Time Reservation $4,500 8. Golf - Point of Sale w/Inventory - (Point of Sale for Golf workstations only) $5,500 g, Golf - Point of Sale Beer Cart - (Point of Sale for mobile Golf workstations only) $5,000 10. Golf - Tee Time Reservations & Point of Sale w/Inventory $9,000 11. POS Plus $3,500 12. Report Inquiry $500 SERVER -BASED, CORE MODULES Enterprise Level 1- includes (Home Page, General Content (1 & 2), Login, Survey, Site Map, Calendar & Calendar Event, Link, Category, Search, Attachment, Quick 13. links, Quick Poll) $15,000 Enterprise Level 2 - includes (Home Page, General Content (1 & 2), Login, Survey, Site Map, Calendar & Calendar Event, Link, Category, Search, Attachment, Quick 14. links, Quick Poll + 15K of add on modules) $30,000 Enterprise Level 3 - includes (Home Page, General Content (1 & 2), Login, Survey, Site Map, Calendar & Calendar Event, Link, Category, Search, Attachment, Quick 15. links, Quick Poll + 35K of add on modules) $50,000 WORKSTATION -BASED, ADD ON MODULES 16. Scanning Station - (Membership, Childcare, Equipment) $500 17. Wireless station $100 18. Calendar Online $500 19. Kiosk $1,750 20. Tele Lines - (Reg & POS Plus - 4 lines minimum) $1,750 0 - $7,000 21. Golf - Payment over IP credit car processing $1,500 22. Golf - Driver's License Capture $1,500 23. Active Customer Response user $1,000 SERVER -BASED, ADD ON MODULES 24. Payment Server (Credit , Debit and Electronic Funds Transfer) $5,000 1 - 25. Payment Server Enterprise $5,000 26. Payment Server Open API $5,000 27. TeleReg $5,000 0 - $5,000 28. TeIePOS Plus $5,000 29. Affinity Marketing $5,000 30. Customer -link - (SIS Integration, Customer Import tool) $5,000 31. Portal -link $5,000 32. Finance -link - (Financial Systems Integration) $2,500 33. Brochure -link - (Desktop Publishing Integration) $2,500 34. Fund Raising -link - (Raisers Edge integration) $5,000 35. Lighting -link - (Skylogix or Musco integration) $5,000 36. Bank -link $2,500 The Active Network, Ltd. Page 3 of 9 active NETWORK 37. uataoroker $5,000 38. Invoicing and Receivables $5,000 39. Department Connector $10,000 40. Activate POS $10,000 41 Golf - Tele -Reg - 4 lines $6,000 42. Golf - Membership Database - (Golfer Database w/Photo Imaging) $2,500 43. Golf - Loyalty Rewards $2,500 44, Golf - Online Member billing $2,500 -, 45. Golf - Remote Palm Starter Interface $2,500 46. Golf - Event Management $2,500 47. Golf - Accounting Interface $2,500 48, Golf - Food & Beverage Interface $2,500 49. Golf - Property Management Interface $2,500 50. Golf - Range Servant Interface $2,500 51. Golf - Multi Property Management Interface $1,500 52. Active Customer Response (Server + 5 concurrent seats) $15,000 53. Blog $2,500 54. Digital Asset Gallery $2,500 55. Email Updates $2,500 56. FAQ $2,500 57. Google Site Map Integration $2,500 58. Photo Gallery $2,500 59. RSS $2,500 60. Application Form $5,000 61. Conference Management $5,000 62. Email Broadcast $5,000 63. Google Map $5,000 64, Google Mini Page type (not including the server) $5,000 65. Help Desk $5,000 66. Multi Site Map $5,000 67. People Finder $5,000 68. Project Team Dashboard $5,000 69. Request for proposal $5,000 70. Import Engine $20,000 ONLINE ( Internet) SERVER -BASED MODULES 71. Registration Online $5,000 1 $5,000 72. Reservation Online - (includes Availability) $5,000 73. Membership Renewal Online $5,000 74. League Scheduling Online $5,000 75. Multilingual Online $5,000 76. GIS -link $2,500 77. POS Plus Online $10,000 78. Online Client Access - (per 25 Concurrent Client Access Pack) $12,500 2 $25,000 79, Online Ticketing $5,000 80. Golf - Tee Time Online Direct $10,000 81. Golf- Online Member Billing engine $2,000 82. Active Customer Response Citizen Online $5,000 SDK MODULES 83 ACM SDK (per developer) $5,000 The Active Network, Ltd. Page 4 of 9 active NETWORK 84 ACM SDK (enterprise) $20,000 SYSTEM MODULES -COSTS (included in costs of other licensed Modules) 85. System Utilities as defined in sect. 1.1.q) of Terms and Conditions ♦ ♦ • CUMULATIVE WORKSTATION -BASED MODULES 86. Customized Reports $500 1 - 87. Multilingual - Front Desk $250 88. Tender Retail Multi $250 2 $500 NEW LICENSE COSTS Total Cost $15,500 The Active Network, Ltd. Page 5 of 9 active NETWORK 1. Interpretation 1.1. Definitions - For the purposes of interpreting this Agreement, the following terms will have the following meanings: a) "Agreement" means this Software License Agreement. b) "Client Workstation or Workstation" means a computer attached to a local or wide -area network (including an Intranet), which accesses the Software or Enterprise Database. c) "Concurrent Use" means use at the same moment in time to access a given server computer (of any kind) owned or controlled by the Customer. d) "Customer" means the legal entity other than TAN entering this Agreement. "TAN" means The Active Network Ltd. "Database Server" means the single server computer upon which the Enterprise Database is resident. "Enterprise Database" means the MSDE, MS SQL Server or Oracle database files containing customer data (which is owned by Customer) and which is accessed by the Software. h) "Initial Installation" means initial installation of any Module on any server computer owned or controlled by the Customer. i) "Internet Client" means a remote device capable of using the Internet and either Internet Explorer 4.0 or higher to access selected Software on the Internet Server or the Enterprise Database on the Database Server via the Internet Server. j) "Internet Server" means a single server computer used by the Customer which enables access to the Software by individuals using an Intranet or the Internet, having a minimum configuration as set out in hardware specifications previously described to the Customer as applicable to the Software to be installed and used upon it. k) "IVR Server" means a single server computer used by the Customer for voice -recognition and telephone -based, rather than computer-based, access to the Enterprise Database by the Customer's clients, having a minimum configuration as set out in hardware specifications previously described to the Customer as applicable to the Software to be installed and used upon it. I) "Module" means a single type of Software referred to in any particular line item, such that each such line item refers to one, and only one, Module, with respect to which one or more licenses may or may not be granted hereby. m) "Core Module" means any item of Software listed, but not in parentheses, in line items 1 through 12, which represent the most commonly licensed modules. n) "Payment Server" means a single server computer used by the Customer to process electronic payments from its clients, having a minimum configuration as set out in hardware specifications previously described to the Customers as applicable to the Software to be installed and used upon it. o) "Phase" means the software, services, third party products, maintenance, deliverables, and acceptance criteria to be implemented between the Phase Start Date and the Phase End Date including the associated costs. e) f) g) The Active Network, Ltd. Terms and Conditions of Software License Agreement p) "Phase Start Date" means the date for the start of each Phase as indicated on the Project Schedule "Phase End Date" means the date for the end of each Phase as indicated on the Project Schedule r) "Project Schedule" means the document detailing the standalone and separate implementation phases established through discussions between the Customer and TAN once this agreement has been signed. s) "Software" means computer code and programs, in executable code form only, including related data files, rules, parameters and documentation, which have been created or licensed by TAN and are identified in the Software Table as licensed (or subiicensed) to the Customer by TAN in connection with this Agreement, and/or which are in the future provided to the Customer by TAN under any circumstances unless provided under a separate licensing agreement. t) "Software Table" means the table of TAN Software Modules licensed hereunder, shown on the page of this Agreement immediately following the Cover Page. u) "System Utilities" includes the following: Accounting Processes, Central Login, Log File, Copy Database, Edit Database, Maintain Database, MSDE Tool, Oracle Setup Utility, Query Tool, System Maintenance, Upgrade Database and View Components. v) "User" means a person who accesses and uses any -of -the Software to access, use or affect the Enterprise Database in any manner whatsoever. 1.2. "Line Items" — Any reference herein to a line item" or "line items" is a reference to the appropriate line item(s) of the Software Table. 1.3. Headings - The headings contained in this Agreement are inserted for convenience and do not form a part of this Agreement and are not intended to interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof. 1.4. Active's software products are a collection of independent software modules and each module is independently functional on its own. There are no dependencies within the modules of each product family that inhibit independent operation and acceptance. 2. GRANT OF LICENSES AND LIMITATIONS THEREON 2.1. TAN hereby grants to the Customer a non-exclusive and non -transferable right and license, subject to this Agreement, to install and/or use the Software as follows: a) Workstation -Based, Core and Add-on Modules - For every Workstation -based Core and Add-on Module licensed the Customer may install and use the module to access the Enterprise Database on the Database Server provided that the number of copies of any particular Workstation -based Core and Add-on Module in use does not exceed the number licensed, as outlined in the Software Table. b) Server -based Core and Add On Modules — Subject to c), the Customer may install one copy of each Server -based Core or Add On Module licensed on each of as many Workstations as the Customer wishes, and may use and permit use of such Modules by its clients, without limit as to the number Users or transactions which simultaneously use any such Module. q) Page 6 of 9 active NETWORK c) Exceptions Regarding Unlimited System Feature (Server Based Licensing): i) Any TeleReg Server -based Add On Module licensed may be installed as to one copy, on one IVR Server, per license acquired, and all such Modules together may be in Concurrent Use by, at most, the number of lines of the "TeleReg Lines" Module licensed; ii) Any Payment Server -based Add On Module licensed may be in Concurrent Use by, at most, the number of lines of the Point of Sale Module, as applicable, licensed. d) On-line (Internet), Server -based Licenses - For every On-line (Internet), Server -based Module licensed the Customer may: i) install one copy of each such Module per license of such Module on one Internet Server, and ii) subject to e), permit Users to access and use such Modules to access the Database Server via Internet Clients connecting via a licensed Internet Server, provided that at any time, any or all such Modules may be in Concurrent Use by, at most, the number of licenses of the Online Client Access Module licensed multiplied by twenty-five (25). e) Cumulative Workstation -based Licenses — For each Cumulative Workstation -based Module licensed the Customer may: i) install one copy of such Module upon a single Client Workstation per license of such Module, and ii) permit Users using such licensed Client Workstation(s) to use such Module(s), provided that only the number of copies of such Module licensed may be in Concurrent Use, and further only one copy may be in Concurrent Use on any given licensed. Client Workstation(s). f) The Customer hereby acknowledges that the mechanism utilized by the Software to control the number of Users or Online Client Access which can simultaneously access and use Online (Internet) Server -based Modules licensed is based upon the number of Users who have at any time logged in to the Customer's computer network using their passwords, such that any User so logged into that network in a manner that would enable the User to access and use the Modules listed in those line items will in fact reduce by one the number of Users able to simultaneously access those Modules, even if such User is not in fact accessing or using any such Module. The Customer hereby waives any claim, and releases TAN from any such claim and from any losses or damages the Customer suffers in relation thereto, in connection with the inability of the number of Users indicated in line item 78 to simultaneously access the Online (Internet) Server -based Modules licensed where such inability is the result of Users not actually using the Modules licensed per those line items absorbing available login access in the manner described in this provision. 2.2. Additional Copies - Customer will not make any copies of the Software, except as necessary for the installation permitted hereby and except for: The Active Network, Ltd. Terms and Conditions of Software License Agreement a) copies of each Module licensed hereunder for training and testing purposes, and b) one copy of each Module licensed hereunder for backup purposes, provided that all electronic copies made include screen displays of TAN's proprietary or intellectual property notices as recorded on the original copy provided by TAN, and the Customer affixes a label to each disk, reel or other housing for the medium on which each physical copy is recorded setting out the same proprietary and intellectual property notices as appear on the unit of Software from which the copy is made in the same manner as those notices appear on that original copy. 2.3. Incidental Installation of System Feature Software — TAN will not require any payment by the Customer for, and hereby releases the Customer with respect to any damages or claims to or by TAN relating to, unlicensed Modules listed in the Software Table under "System Features" the Software for which is automatically installed on any hardware of the Customer in the process of installation of any other Module(s), provided that the Customer shall not use, and shall not permit any other person to use, any such Modules. 3. CHARGES AND PAYMENTS 3.1. Software License Fees - The charges and payments applicable to the installation and use of the Software by the Customer are set out on the Cover Page. 3.2. Taxes and Other Charges — The Customer will pay all shipping & handling costs and all applicable sales, use, withholding and excise taxes, and any other assessments against the Customer in the nature of taxes, duties or charges however designated on the Software or its license or use, on or resulting from this Agreement, exclusive of taxes based on the net income of TAN. 4. OWNERSHIP OF SOFTWARE 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 interest in and to the Software or as licensee of all such rights from the owner thereof. 4.2. Retention of Rights by TAN and Customer's Obligations - All proprietary and intellectual property rights, title and interest including copyright in and to the original and all copies of the Software and the documentation or any changes or modifications made to the Software or related documentation will be and remain that of TAN, or its licensor as the case may be. Without limiting the foregoing, the Customer will not any time whether before or after the termination of this Agreement: a) b) c) d) reverse engineer, disassemble or decompile any Software or prepare derivative works thereof; copy, transfer, display, or use the Software except as expressly authorized in this Agreement; disclose, furnish, or make accessible to anyone any confidential information received from TAN or make any use thereof other than as expressly permitted under this Agreement, which confidential information is deemed to include the source and executable code of the Software and all related documentation; contest or do or aid others in contesting or doing anything which impairs the validity of any proprietary and intellectual Page 7 of 9 active NETWORK Terms and Conditions of Software License Agreement property rights, title or interest of TAN in and to any Software; or e) obliterate, alter, or remove any proprietary or intellectual property notices from the Software in its physical or electronic forms. 4.3. Intellectual Property Indemnity by TAN - TAN will defend or settle any claim made or any suit or proceeding brought against the Customer insofar as such claim, suit or proceeding is based on an allegation that any of the Software supplied to the Customer pursuant to this Agreement infringes the proprietary and intellectual property rights of any third party in or to any invention, patent, copyright or any other rights, provided that the Customer will notify TAN in writing promptly after the claim, suit or proceeding is known to the Customer and will give TAN information and such assistance as is reasonable in the circumstances. TAN will have sole authority to defend or settle any such claim at TAN's expense. TAN will indemnify and hold the Customer harmless from and against any and all such claims and will pay all damages and costs finally agreed to be paid in settlement of such claim, suit or proceeding. This indemnity does not extend to any claim, suit or proceeding based upon any infringement or alleged infringement of copyright by the combination of the Software with other elements not under TAN's sole control nor does it extend to any Software altered by the Customer either by enhancement or by combination with product(s) of the Customer's design or formula. The foregoing states the entire liability of TAN for proprietary and intellectual proprietary rights infringement related to the Software. If the Software in any claim, suit or proceeding is held to infringe any proprietary or intellectual property 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 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 infringing item or modify it so that it becomes non -infringing, provided that no such replacement or modification will diminish the performance of the Software. 4.4. Intellectual Property Indemnity by the Customer — The Customer will defend or settle any claim made or any suit or proceeding brought against TAN insofar as such claim, suit or proceeding is based on (i) an allegation that any Software licensed to Customer pursuant to this Agreement has been installed, used or otherwise treated in a manner contrary to the terms of this Agreement or the intellectual property rights of the provider of that Software, provided that TAN will notify the Customer in writing promptly after the claim, suit or proceeding is known to TAN and will give the Customer information and such assistance as is reasonable in the circumstances. The Customer will have sole authority to defend or settle any such claim at the Customer's expense. The Customer will indemnify and hold TAN harmless from and against any and all such claims and will pay all damages and costs finally agreed to be paid in settlement of such claim, suit or proceeding. 5. WARRANTY 5.1. Limited Warranty of Software - TAN warrants that when utilized by the Customer in a manner authorized hereunder, the Software will conform to the functional specifications set out in the user documentation accompanying the Software for ninety (90) days from Initial Installation. TAN's sole obligation and liability hereunder with respect to any failure to so perform will be to use reasonable efforts to remedy any non -conformity, which is reported to TAN in writing by Customer within that warranty period. In the event TAN is unable to remedy such non- conformity within a reasonable time using reasonable efforts, TAN may refund to Customer the license fee pertaining to the Software and this Agreement will be automatically terminated. All warranty service will be performed at service locations designated by TAN. 6. EXCLUSION OF WARRANTIES AND LIMITATION OF LIABILITY 6.1. SPECIFIC EXCLUSION OF OTHER WARRANTIES - THE WARRANTIES SET OUT IN SECTIONS 4.1 AND 5.1 ARE IN LIEU OF ALL OTHER WARRANTIES, AND THERE ARE NO OTHER WARRANTIES, REPRESENTATIONS, CONDITIONS, OR GUARANTEES OF ANY KIND WHATSOEVER APPLICABLE, EITHER EXPRESS OR IMPLIED BY LAW (IN CONTRACT OR TORT) OR CUSTOM, INCLUDING, BUT NOT LIMITED TO THOSE REGARDING MERCHANTABILITY, FITNESS FOR PURPOSE, DURABILITY, CORRESPONDENCE TO SAMPLE, TITLE, DESIGN, CONDITION, OR QUALITY. WITHOUT LIMITING THE ABOVE, TAN DOES NOT WARRANT THAT ANY SOFTWARE PROVIDED HEREUNDER WILL MEET THE REQUIREMENTS OF CUSTOMER OR THAT THE OPERATION OF SOFTWARE PROVIDED HEREUNDER WILL BE FREE FROM INTERRUPTION OR ERRORS. 6.2. RESTRICTIONS ON WARRANTY - TAN HAS NO OBLIGATION TO REPAIR OR REPLACE SOFTWARE DAMAGED BY ACCIDENT OR OTHER EXTERNAL CAUSE, OR THROUGH THE FAULT OR NEGLIGENCE OF ANY PARTY OTHER THAN TAN. 6.3. NO INDIRECT DAMAGES — WITHOUT LIMITING THE GENERALITY OF SECTIONS 6.1 AND 6.4, IN NO EVENT WILL TAN BE LIABLE TO THE CUSTOMER OR TO ANY OTHER PARTY FOR INDIRECT DAMAGES OR LOSSES (IN CONTRACT OR TORT), INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOST SAVINGS, OR INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES. 6.4. LIMITS ON LIABILITY — IF, FOR ANY REASON, TAN BECOMES LIABLE TO THE CUSTOMER OR ANY OTHER PARTY FOR DIRECT OR ANY OTHER DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION (IN CONTRACT OR TORT), THEN: A) THE AGGREGATE LIABILITY OF TAN FOR ALL DAMAGES AND LIABILITY INCURRED BY CUSTOMER AND ALL OTHER PARTIES IN CONNECTION WITH THE SOFTWARE IN QUESTION WILL BE LIMITED TO AN AMOUNT EQUAL TO THE AMOUNT PAID TO TAN FOR THE LICENSE OF THE MODULE OR MODULES WHICH GAVE RISE TO THE CLAIM FOR DAMAGES; AND B) IN ANY CASE THE CUSTOMER MAY NOT BRING OR INITIATE ANY ACTION OR PROCEEDING AGAINST TAN ARISING OUT OF THIS AGREEMENT OR RELATING TO ANY SOFTWARE PROVIDED HEREUNDER MORE THAN TWO YEARS AFTER THE RELEVANT CAUSE OF ACTION HAS ARISEN, 6.5. SEPARATE ENFORCEABILITY - SECTIONS 6.1 THROUGH 6.4 ARE TO BE CONSTRUED AS SEPARATE The Active Network, Ltd. Page 8 of 9 active NETWORK PROVISIONS AND WILL EACH BE INDIVIDUALLY ENFORCEABLE. 7. TERMINATION 7.1. Termination - This Agreement will terminate: a) at the option of either party if the other party materially defaults in the performance or observance of any of its obligations hereunder and fails to remedy the default within 30 days after receiving written notice thereof; and b) without limiting a), at the option of TAN if the Customer breaches section 3 of this Agreement provided that the right of termination will be in addition to all other rights and remedies available to the parties for breach or default by the other. 7.2. Suspension of Obligations - If either party should default in the performance or observance of any of its obligations hereunder, then, in addition to all other rights and remedies available to the non -defaulting party, the non -defaulting party may suspend performance and observance of any or all its obligations under this Agreement, without liability, until the other party's default is remedied, but this section will not permit the Customer to suspend its obligation to make payments owing in respect of the Software. 7.3. Return of Software - In the event of termination of this Agreement for any reason whatsoever, Customer will immediately retum to TAN all physical copies of Software delivered by TAN to the Customer or otherwise in the Customer's possession or control, except as expressly permitted by TAN to destroy, destroy all physical copies of the Software not retumed to TAN, delete all electronic copies of the Software from its systems, and certify in writing to TAN that such actions have all been completed. 8. AUDIT AND MONITORING RIGHTS 8.1. TAN may, upon a minimum of 24 hours written notice to the Customer, attend upon the Customer's premises and verify that the Software licensed pursuant to this Agreement is installed and being used only as permitted hereby. Such inspections may occur a maximum of twice per calendar year, and will be performed only during the Customer's regular business hours and conducted in a manner so as minimize to the extent reasonable any interference with the Customer's business. Further, TAN may, using automatic means which do not interfere with the use of the Software by the Customer or Users other than as described in this provision, monitor at any time usage of the Software by the Customer and or its Users, through monitoring of the number of copies of any particular Module(s) in Concurrent Use. 9. GENERAL 9.1. Complete Agreement; Modification- This Agreement constitutes the complete and exclusive statement of the agreement between TAN and the Customer relating to the licensing of the Software, and supersedes all oral or written proposals, prior agreements and other prior communications The Active Network, Ltd. Terms and Conditions of Software License Agreement between the parties, concerning the subject matter of this Agreement. This Agreement may not be modified or altered except by written instrument duly executed by both parties, except that TAN may fill future purchase or other orders for further goods or services available under this Agreement, and if TAN does so the provisions of this Agreement will contain the only commercial terms applicable to such transaction despite such purchase or other order stating otherwise. 9.2. Force Majeure - Dates or times by which either party is required to perform under this Agreement, excepting the payment of any fees or charges due hereunder, will be postponed automatically to the extent that any party is prevented from meeting them by causes (other than inability to pay) beyond its reasonable control. 9.3. Notices - All notices and requests in connection with this Agreement will be given to the respective parties in writing and will be deemed given as of the first business day of the notified party following the day the notice is faxed or sent via overnight courier, providing a hard copy acknowledgment of such successful faxed notice transmission or evidence of such couriering, as applicable, is retained. Notice may also be deposited in the Canadian mails (or if the Customer is resident outside Canada and is rendering the notice, in the mails of that country), postage pre -paid, certified or registered, return receipt requested, and addressed to the parties as indicated on the face of this Agreement and receipt of any such notice will be deemed to be effective as of the third business day following such deposit. 9.4. Goveming Law - This Agreement and performance hereunder will be governed by the laws of the jurisdiction where the Database Server is situated excepting in the case of Louisiana when the laws of California will apply, or in the case of Quebec when the laws of Ontario will apply. 9.5. Non -Assignability - This Agreement is not assignable by the Customer. Any assignment, purported assignment or attempt to assign by the Customer will be a material breach of this Agreement and will be void. 9.6. Survival - Sections 4, 6, 7.3 and 9 of this Agreement will survive termination and expiration of this Agreement. 9.7. U.S. Govemment Restricted Rights - The Software and documentation are provided with restricted rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c) (1)(ii) of The Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, or subparagraphs (c) (1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable. The Manufacturer is The Active Network Ltd., Suite 300, 6400 Roberts Street, Burnaby, BC, Canada, V5G 4C9. 9.8. Attorney Fees - In any action or suit to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party shall be entitled to recover its costs, including reasonable attorneys' fees. Page 9 of 9 00612 4,,,illettleeNETWORK General Software Services Agreement (Schedule B) This document (the "Agreement"), consisting of: a. this cover page ("Cover Page"), b. the attached table of Services ("Services Table"); c. the attached Terms and Conditions of General Software Services Agreement ("Terms and Conditions"); and d. the attached form of Certificate of Insurance ("Certificate of Insurance") constitutes the agreement between the undersigned customer ("Customer") and The Active Network, Inc. ("TAN") whereby, TAN and the Customer hereby agree that, TAN will provide to the Customer the Services described in this Agreement, for prices and at rates as described in the Services Table as modified pursuant to the Terms and Conditions. Any apparent contradiction among this Cover Page, the Terms and Conditions, the Services Table and/or the Certificate of Insurance is to be resolved by giving priority to the Terms of Conditions, followed by the Cover Page, followed by the Services Table, and finally the Certificate of Insurance. The parties hereto each hereby acknowledge that they have read, understand and agree to be bound by this Agreement. (The remainder of this page is intentionally BLANK) i 4.,,,actifweNErwoix Services Table c06 c taa Pre -Agreed Services Rate per Hour Number of Hours Total Services Cost D.1. Standard Consultants $185 D.ii. Senior Consultant / Project Planner $220 Technical S i 'alist E.i. Standard Consultants $250 $150 E.ii. Senior Consultant / Project Planner $190 32 E.iii. Technical S e ialist F.i. Standard Consultants $220 $6,080 $100 F.ii. Senior Consultant / Project Planner $165 40 Technical S .alist $195 $6,600 G.i. Standard Consultants $75 G.ii. Senior Consultant / Project Planner $75 G.iii. Technical Specialist $75 NOTE THAT RATES SHOWN INCLUDE ALL TRAVEL EXPENSES OTHER THAN AIRFARE The Active Network, Inc. Totals 72 $12,680 fThe remainder of this page is intentionally BLANK) Page 2 of 5 1. DEFINITIONS 1.1. Definitions - For the purposes of interpreting this Agreement, the following terms will have the following meanings: a) "Initial Installation" means the date upon which any of the Software has first been installed on any server computer owned or controlled by the Customer. b) "Other Services" means Services other than Pre -Agreed Services acquired by the Customer under this. Agreement. c) "Pre -Agreed Services" means Services which are expressly listed in the Services Table as being acquired hereunder by the Customer. d) "Release" means any release, update, patch, set of revisions, or bug/permanent fix or temporary bypass solution released by TAN to its customers generally during the term of this Agreement, which provides enhancements and/or error corrections to the then -current Version or Release, and where a new Version has been released and no new Release has been released since the release of that Version, that Version will also constitute a Release for the purpose of determining whether Support or Maintenance is available with respect to that Version. New Releases will be denoted by an increase to the version number to the right of the decimal point such as from Release 1.1 to Release 1.2. e) "Services" means any and all types of services which TAN provides, to the Customer and/or to other customers of TAN, in the course of TAN' business, including but not limited to services relating to the installation, implementation, customization, optimization, administration, training and troubleshooting of computers, computer software including the Software, computer networks, databases, intemet-related equipment and applications, but expressly excludes Support and Maintenance as described in TAN's standard Software Support and Maintenance Agreement. f) "Software" means computer code and programs, in executable code form only, including related data files, rules, parameters and documentation, which have been created or licensed by TAN and subsequently licensed by TAN to the Customer. "Version" means a version of the Software providing a particular functionality, while a new Version of the Software will provide new/additional functionality and/or improvements to a previous Version. New Versions will be denoted by a change to the version number to the left of the decimal point such as from Version 1.0 to Version 2.0. 1.2. Headings - The headings contained in this Agreement are inserted for convenience and do not form a part of this Agreement and are not intended to interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof. 2. SERVICES TO BE PROVIDED 2.1. TAN will provide to the Customer a) all Pre -Agreed Services which the Customer hereby agrees, pursuant to the Services Table, to acquire; and b) all Other Services which the Customer from time to time agrees to acquire, provided that no Services other than Pre -Agreed Services will be provided by TAN unless TAN has, prior to such Services being rendered, received confirmation from the Customer that the Customer wishes to acquire such Services and will pay for such Services under the terms of this Agreement; and NETWORK Terms and Conditions of General Software g) c) Standard on-site services days are eight (8) hour days, included as billable time are fifteen (15) minute morning and aftemoon breaks as well as one (1) hour lunch break, the minimum billable on-site period is 8 hours. Standard e -Consulting (remote) services are provided in 4.2. minimum four (4) hour increments. no 612 Services Agreement d) Weekend surcharges apply to services provided on a Saturday, Sunday, and on Friday for hours past the time at which the consultant would be reasonably able to travel to the next destination on Friday, 3. FEES AND PAYMENT 3.1. Pre -Agreed Services - The Customer will pay TAN the fees described in the Services Table for Pre -Agreed Services. 3.2. Other Services - Upon subsequent agreement from time to time between the Customer and TAN that the Customer will acquire Other Services, the Customer will pay for such Other Services at the service rates in effect at the time of provision of such Other Services, provided that the service rates shown in the Services Table will be effective for the 6 -month period following effective date of this Agreement, and thereafter relevant service rates, if different from the rates contained in the Services Table, will be provided to the Customer prior to such Other Services being rendered. 3.3. Consulting and training Services include up to five (5) participants per Bass. Additional participants, to a maximum of ten (10) per Bass can be accommodated at an additional cost of $100 per hour per participant. 3.4. Travel Expenses— Costs and rates as described in this Agreement include all TAN personnel travel expenses other than airfare. The Customer will pay all airfare relating to travel of TAN personnel relating to Services provided at the Customer's location, which airfare will unless urgency on the part of the customer requires otherwise, be at 'coach" rates . 3.5. Shipping and Handling - The Customer will pay all shipping & handling charges, applicable sales, use, withholding and excise taxes, and any other assessments in the nature of taxes, duties or charges however designated on the Services rendered under this Agreement, exclusive of taxes based on the net income of TAN. 3.6. Applicable Currency - Unless specifically stated otherwise, all prices and amounts are in the currency of the country in which the Software is installed. 3.7. Invoices (Delivery, Payability and Interest) - TAN will provide invoices to the Customer for all amounts owing by Customer hereunder, such invoices to be provided after provision of the Services to which they relate, and subsequently due within 30 days after receipt by the Customer. Overdue invoices shall bear interest at 1 % per month, 12.68% per annum. 4. ACCESS TO SYSTEM AND OTHER CUSTOMER OBLIGATIONS 4.1. Customer will provide, at no cost to TAN: a) sufficient space to allow TAN personnel on the Customer's site to perform the on-site Services acquired hereunder; office supplies and services such as photocopying, facsimile and telephone access; without limiting a), education and training facilities adequate to the training services acquired hereunder, including classroom space, networked PCs (minimum one (1) PC for every two (2) training participants), networked printing capability, computer display/projection facilities, and flip chart or whiteboard, plus markers and other ancillary supplies; subject to the security requirements of the Customer, 24 hour access to the Customer's system via either an always -available telephone circuit or an always available intemet connection to enable TAN or its designated representative to perform any of the obligations placed upon TAN by this Agreement.; and subject to the security requirements of the Customer, remote dial up/intemet access methods approved by TAN to allow TAN to remotely diagnose and correct errors in the Software and provide other Services. Without limiting the Customer's obligations, Customer will: use its best efforts to upgrade to any new Release or Version of the Software that is designated for general distribution, as soon as possible after becoming aware of its availability; b) c) d) e) The Active Network, Inc. a) Page 3 of 5 �ac�nErwORK b) ensure that at all times at least one current staff person of the Customer, who is the Customer contact person named on the Cover Page and per c), has been fully trained on the Software; c) designate by written notice a single site and single person as the point of contact for telephone or other contact, which site and/or person the Customer may change upon 14 days prior notice; and d) provide particulars of the Customer's system configuration in sufficient detail to allow TAN to effectively provide Services hereunder. 5. REPRESENTATIONS AND WARRANTIES 5.1. Insurance — TAN represents and warrants that it does and will at all times during the term of this Agreement maintain general liability insurance as described in the Certificate of Insurance. 5.2. Limited Warranty of Services - TAN warrants that all services provided hereunder will be performed in full conformity with the Agreement, with the skill and care which would be exercised by those who perform similar services at the time the services are performed, and in accordance with accepted industry practice. In the event of a breach of the express warranties contained herein and/or in the event of non-performance and/or failure of TAN to perform the services in accordance with the Agreement, TAN will, at no cost to Customer, re -perform or perform the services so that the services conform to the warranties. 6. EXCLUSION OF WARRANTIES AND LIMITATION OF LIABILITY 6.1. SPECIFIC EXCLUSION OF OTHER WARRANTIES - THE WARRANTIES SET OUT IN SECTION 5.1 AND 5.2 ARE IN LIEU OF ALL OTHER WARRANTIES, AND THERE ARE NO OTHER WARRANTIES, REPRESENTATIONS, CONDITIONS, OR GUARANTEES OR ANY KIND WHATSOEVER, EITHER EXPRESS -OR -IMPLIED BY IAWN (IN CONTRACT OR TORT) OR CUSTOM, INCLUDING, BUT NOT LIMITED TO THOSE REGARDING MERCHANTABILITY, FITNESS FOR PURPOSE, CORRESPONDENCE TO SAMPLE, TITLE, DESIGN, CONDITION, OR QUALITY, IN EFFECT REGARDING THE SERVICES. 6.2. NO INDIRECT DAMAGES — IN NO EVENT WILL TAN BE LIABLE TO CUSTOMER OR TO ANY OTHER PARTY FOR INDIRECT DAMAGES OR LOSSES (IN CONTRACT OR TORT) IN CONNECTION WITH THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOST SAVINGS, OR INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES. 6.3. LIMITS ON LIABILITY - DESPITE ANY OTHER PROVISION OF THIS AGREEMENT, IF FOR ANY REASON, TAN BECOMES LIABLE TO CUSTOMER OR ANY OTHER PARTY FOR DIRECT OR ANY OTHER DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION (IN CONTRACT OR TORT), THEN: A) THE AGGREGATE LIABILITY OF TAN FOR ALL DAMAGES, INJURY, AND LIABILITY INCURRED BY CUSTOMER AND ALL OTHER PARTIES IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO AN AMOUNT EQUAL TO THE CHARGES PAID TO TAN FOR THE SERVICES WHICH GAVE RISE TO THE CLAIM FOR DAMAGES; AND B) CUSTOMER MAY NOT BRING OR INITIATE ANY ACT OR PROCEEDING AGAINST TAN ARISING OUT OF THIS AGREEMENT OR RELATING TO SERVICES MORE THAN TWO YEARS AFTER THE CAUSE OF ACTION HAS ARISEN, 6.4. SEPARATE ENFORCEABILITY - SECTIONS 6.1, 6.2 AND 6.3 ARE TO BE CONSTRUED AS SEPARATE PROVISIONS AND WILL EACH BE INDIVIDUALLY ENFORCEABLE. 7. TERM 7.1. Term - The term of this Agreement will commence on the date of its execution and, subject to termination as provided herein, will continue indefinitely. 8. TERMINATION 8.1. Termination - This Agreement will terminate: The Active Network, Inc. ,0612 a) at the option of either party if the other party materially defaults in the performance or observance of any of its obligations hereunder and fails to remedy the default within 30 days after receiving written notice thereof from the non -defaulting party; b) at the option of either party if the other party becomes insolvent or bankrupt or makes an assignment for the benefit of creditors, or if a receiver or trustee in bankruptcy is appointed for the other party, or if any proceeding in bankruptcy, receivership, or liquidation is instituted against the other party and is not dismissed within 30 days following commencement thereof; at TAN' option upon the expiry of sixty (60) days following issuance by TAN of an invoice to the Customer for fees payable under this Agreement and such invoice remaining unpaid, provided that TAN has prior to terminating under this provision provided the Customer with at least ten (10) days' prior written notice of such non-payment, which minimum 10 -day period may expire before, simultaneously with, or after the sixty day period (Customer shall indemnify and reimburse TAN for any attomeys fees incurred by TAN in connection with collection of moneys from Customer due to it nonpayment); or at either party's option if the other party assigns or attempts to assign this Agreement other than as expressly permitted by this Agreement; provided that these rights of termination will be in addition to all other rights and remedies available to the parties for any breach or default hereunder. c) d) 8 p C S 9 9 a ag rel s m re or con fu th con su 9. Pelf du 9. wi of fax ed of as m n ret.2. Suspension of Obligations - If either party should default in the performance or observance of any of its obligations hereunder, then, in addition to all other rights and remedies available to the non-defaulting arty, the non -defaulting party may suspend performance and observance of any or all its obligations under this Agreement, without liability, until the ther o party's default is remedied, but this Section will not permit the ustomer to suspend its obligation to make payments owing in respect of upport and other Software Services. . GENERAL .1. Complete Agreement; Amendments — This Agreement, as modified nd affected by TAN's standard Software license fees and the terms of any reement between TAN and the Customer relating to licensing of Software as opposed to the mere provision of Software, to which this Agreement ates in respect of Releases and Versions), is the complete and exclusive tatement of the Agreement between the parties with respect to the subject atter contained herein and supersedes and merges all prior presentations, proposals, understandings and all other agreements, oral written, express or implied, between the parties relating to the matters tained herein. This Agreement may not be modified or altered except by written instrument duly executed by both parties, except that TAN may fill ture purchase or other orders for further goods or services available under is Agreement, and if TAN does so the provisions of this Agreement will tain the only commercial terms applicable to such transaction despite ch purchase or other order stating otherwise. 2. Force Majeure - Dates or times by which either party is required to orm under this Agreement excepting the payment of any fees or charges e hereunder will be postponed automatically to the extent that any party is Pr evented from meeting them by causes beyond its reasonable control. 3. Notices - All notices and requests in connection with this Agreement II be given to the respective parties in writing and will be deemed given as the first business day of the notified party following the day the notice is or sent via ovemight courier, providing a hard copy acknowledgment such successful faxed notice transmission or evidence of such couriering, applicable, is retained. Notice may also be deposited in the Canadian ails (or if the Customer is resident outside Canada and is rendering the otice, in the mails of that country), postage pre -paid, certified or registered, um receipt requested, and addressed to the parties as indicated on the Page 4 of 5 �i�ctsiaeNEraroRrc face of this Agreement and receipt of any such notice will be deemed to be effective as of the third business day following such deposit. 9.4. Governing Law - This Agreement and performance hereunder will be govemed by the laws applicable in the jurisdiction where the Software is installed, excepting in the case of Louisiana when the laws of California will apply, or in the case of Quebec when the laws of Ontario, Canada will apply. 9.5. Non -Assignability - This Agreement is not assignable by the Customer, and any assignment, purported assignment or attempt to assign by the Customer will be a material breach of this Agreement and will further be The Active Network, Inc. void. TAN may assign its obligations under this Agreement to TAN's system integrators or resellers or upon a merger or substantial sale of TAN's assets. 9.6. Survival - Sections 6 and 9 will survive termination and expiration of this Agreement. 9.7. Attomey Fees - In any action or suit to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party shall be entitled to recover its costs, induding reasonable attomeys' fees. Page 5 of 5 active NETWORK r Software Support and Maintenance Agreement (Schedule C) This document (the "Agreement"), consisting of: a. the cover pages (collectively, "Cover Page"), b. the attached table of supported Software ("Software Table"); c. the attached description of levels of annual support and maintenance ("Levels Description"); d. the attached Terms and Conditions of Active Support and Maintenance ("Terms and Conditions"); and e. the attached certificate of insurance ("Certificate of Insurance") constitutes the agreement between the undersigned customer ("Customer") and The Active Network, Ltd. ("TAN") whereby, and TAN and the Customer hereby agree that, the Customer will acquire, and TAN will provide, the software support and maintenance products and services described in this Agreement for the prices shown in the table below. Any apparent contradiction among this Cover Page, the Software Table, the Levels Description, and/or the Terms and Conditions is to be resolved by giving priority to the Terms and Conditions, followed by the Cover Page, Software Table and Levels Description in that order. Product or Service Description Cost 1. Support and Maintenance — Basic $19,187.50 2. Support and Maintenance — Premium RE: 1 or 2: Preferred Renewal Date (Optional) - recurring January 1 (mm, dd, yyyy) Total Cost $19,187.50 Payment Terms for Support and Maintenance 1. A Project Schedule will be established (see altdched Active Project Schedule) thtouyiscussions between the Customer and TAN once this agreement has been signed. The Project Schedule will consist of standalone and separate phases. The Customer can, at any time, choose not to proceed with a subsequent phase. The Project Schedule will indicate the acceptance criteria for each phase. Unless indicated otherwise by the Customer, each phase is deemed to be complete unless TAN is notified by the customer within 15 calendar days after the Phase End Date, as specified in the Project Schedule. When deemed complete, the customer acknowledges that all project expectations have been met for the completed phase and there is no further recourse or liability for TAN. 2. The cost for the Support and Maintenance services is payable annually in advance and is due in its entirety for the completed Phase on the Support Start Date, unless the Customer has specified a Preferred Renewal Date in the appropriate space in the table above in which case only the cost of Support and Maintenance prorated from the Support Start Date to the Preferred Renewal Date is payable on the Support Start Date. Thereafter, the Support and Maintenance fee is payable in advance on every annual anniversary of the Support Start Date or, if there is a Preferred Renewal Date, every anniversary of the Preferred Renewal Date (the applicable anniversary being the "Support Renewal Date"). TAN will provide invoices to the Customer for all such amounts, such invoices due on the later of (a) the Support Start Date or applicable Support Renewal Date, as applicable, and (b) 30 days after receipt of the invoice. Overdue invoices shall bear interest at 1 % per month, 12.68% per annum. 3. The annual cost of Support and Maintenance hereunder is 25% of the license fee which would be applicable if the Software with respect to which Support and Maintenance are provided hereunder were licensed anew by the Customer at TAN's standard license rates as they exist on the effective date hereof or the Support Renewal Date, as applicable, provided that, excluding increases due to Support and Maintenance of additional Software from one contractual year to the next, any increase in costs hereunder from one contractual year to the next may not exceed ten (10) percent of the Support and Maintenance fees payable for the year just ending upon that Support Renewal Date. 4. The Customer will pay all shipping & handling charges, applicable sales, use, withholding and excise taxes, and any other assessments in the nature of taxes, duties or charges however designated on the services rendered under this Agreement, exclusive of taxes based on the net income of TAN. 5. All prices are in the currency of the country in which the Software is installed. (The remainder of this page is intentionally BLANK) www.activecommunities.com 1 800 661 1196 active NETWORK The parties hereto each hereby acknowledge that they have read, understand and agree to be bound by this Agreement. (i )F R(1WID ".r i6 . )3,-----e- orized Signatory F 11 Legal Custnomer NaAlme i3Y P7Zub 'l)P.l?J )aC 78100`i Facsimile 3-D9 D'7 Designated Customer contact person/TAN System Administrator and site; if more than one, provide all The Active Network, Ltd. -J-7(L) Authorized. nam �� Date (The remainder of this page is intentionally BLANK) The Active Network, Ltd. Page 2 of 9 active NETWORK Software Table: Licensed Active Software Modules Module (included modules in parentheses) Initial Software Licensing Cost No. of Copies of Module Supported/ Maintained Total Module Support / Maintenance Cost WORKSTATION -BASED, CORE MODULES i. Registration - (FlexReg & Program Maintenance) $1,750 12 $5,250.00 ii. Reservations - (QuickRez & Facility Maintenance) $1,750 4 $1,750.00 iii. Memberships - (Membership Maintenance) $1,750 4 $1,750.00 iv. Point of Sale - (Touch Screen & POS Maintenance) $1,750 3 $1,312.50 v. League Scheduling $1,750 vi Point of Sale Screen Layout $500 1 $125.00 vii Golf - Tee Time Reservation $4,500 viii Golf - Point of Sale w/lnventory - (Point of Sale for Golf workstations only) $5,500 ix. Goff - Point of Sale Beer Cart - (Point of Sale for mobile Golf workstations only) $5,000 x Golf - Tee Time Reservations & Point of Sale w/Inventory $9,000 xi POS Plus $3,500 xii. Report Inquiry $500 SERVER -BASED, CORE MODULES Enterprise Level 1 - includes (Home Page, General Content (1 & 2), Login, Survey, Site Map, Calendar & Calendar Event, Link, Category, Search, Attachment, Quick links, Quick Poll) xiii. $15,000 Enterprise Level 2 - includes (Home Page, General Content (1 & 2), Login, Survey, Site Map, Calendar & Calendar Event, Link, Category, Search, Attachment, Quick links, Quick Poll + xiv. 15K of add on modules) $30,000 Enterprise Level -3 -includes (Home Page, General Content (1 & 2), Login, Survey, Site Map, Calendar & Calendar Event, Link, Category, Search, Attachment, Quick links, Quick Poll + 35K of add on modules) xv. $50,000 WORKSTATION -BASED, ADD ON MODULES Scanning Station - (Membership, Childcare, Equipment) xvi. $500 Wireless station XV°' $100 xviii. Calendar Online $500 xix. Kiosk $1,750 xx. Tele Lines - (Reg & POS Plus - 4 lines minimum) $1,750 Golf - Payment over IP credit car processing xxi. $1,500 Golf - Driver's License Capture xxii. $1,500 Active Customer Response user xxiii. $1,000 SERVER -BASED, ADD ON MODULES xxiv. Payment Server (Credit , Debit and Electronic Funds Transfer) $5,000 1 $1,250.00 xxv. Payment Server Enterprise $5,000 xxvi. Payment Server Open API $5,000 xxvii. TeleReg $5,000 0 xxviii. TelePOS Plus $5,000 xxix. Affinity Marketing $5,000 The Active Network, Ltd. Page 3 of 9 active NETWORK Customer -link -(SIS I v xxxi. Portal -link 4u,uuu $5,000 xxxii. Finance -link - (Financial Systems Integration) $2,500 xxxiii. Brochure -link - (Desktop Publishing Integration) $2,500 xxxiv. Fund Raising -link - (Raiser's Edge integration) $5,000 xxxv. Lighting -link - (Skylogix or Musco integration) $5,000 Bank -link xxxvi. $2,500 Databroker xxxvii. $5,000 Invoicing and Receivables xxxviii. $5,000 Department Connector xxxix. $10,000 Activate POS xl. $10,000 Golf - Tele -Reg - 4 lines xli. $6,000 Golf - Membership Database - (Golfer Database w/Photo Imaging) xlii. $2,500 Golf - Loyalty Rewards xliii. $2,500 Golf - Online Member billing xliv. $2,500 Golf - Remote Palm Starter Interface xlv. $2,500 Golf - Event Management xlvi. $2,500 Golf - Accounting Interface xlvii. $2,500 Golf - Food & Beverage Interface xlviii. $2,500 Golf - Property Management Interface xlvix. $2,500 Golf - Range Servant Interface I. $2,500 Golf - Multi Property Management Interface i. $1,500 Active Customer Response (Server + 5 concurrent seats) ii. $15,000 Slog iii. $2,500 Digital Asset Gallery iv. $2,500 Email Updates v. $2,500 FAQ vi. $2,500 Google Site Map Integration vii. $2,500 Photo Gallery $2viii. 500 RSS vix. $2,500 x. Application Form $5,000 Conference Management xi. $5,000 xii. Email Broadcast $5,000 Google Map xiii. $5,000 Google Mini Page type (not including the server) xiv. $5,000 Help Desk xv. $5,000 Multi Site Map xvi. $5,000 xvii. People Finder $5,000 xviii. Project Team Dashboard $5,000 xvii. Request for proposal $5,000 xx. Import Engine $20,000 ONLINE (Internet) SERVER -BASED MODULES The Active Network, Ltd. Page 4 of 9 active NETWORK xxi. Registration Online $5,000 1 $1,250.00 xxii. Reservation Online - (includes Availability) $5000 xxiii. Membership Renewal Online $5,000 xxiv. League Scheduling Online $5000 xxv. Multilingual Online $5,000 xxvi. GIS -link $2,500 xxvii. POS Plus Online $10,000 xxviii. Online Client Access - (per 25 Concurrent Client Access Pack) $12,500 2 $6,250.00 Online Ticketing xxvix. $5,000 Golf - Tee Time Online Direct xxx. $10,000 Golf- Online Member Billing engine xxxi. $2,000 Active Customer Response Citizen Online xxxii. $5,000 SDK MODULES xxxiii. ACM SDK (per developer) $5,000 xxxiv. ACM SDK (enterprise) $20,000 SYSTEM MODULES xxxv. -COSTS (included in costs of other licensed Modules) System Utilities as defined in sect. 1.1.q) of Terms and Conditions• CUMULATIVE WORKSTATION -BASED MODULES xxxvi. Customized Reports $500 1 $125.00 xxvii. Multilingual - Front Desk $P50 xxviii. Tender Retail Multi $250 2 $125.00 Comprised of current annual maintenance plus maintenance for new modules Total Cost $19,187.50 As per the Cover Page, the amounts shown in the "Initial Software Licensing Cost" and "Total Module Support/ Maintenance Cost" columns of the Software Table are applicable only upon the date of entry into this Agreement, and are subject to change thereafter in accordance with this Agreement's terms. The Active Network, Ltd. Page 5 of 9 ac 'Clue NE TWORK Description of Levels of Annual Support and Maintenance 1. Basic Basic Annual Support and Maintenance includes the following: • Unlimited toll free telephone support between 6:00 am and 5:30 pm Pacific Time ("PT") Mon — Fri ("Regular Support Hours") and • Unlimited dial -in access support (see Notes a, b and c below for qualification) for "system down" issues on 24 hour x 7 day per week basis ("Extended Support Hours") • Limited report customization & query support (i.e. calls of 15 minutes duration or less) • Access to TAN's secure Web site • Regular documentation and communications provided to the Customer • New Releases and Versions as described in the Terms and Conditions Notes: a) Qualifying sites must have direct dial -in and Internet e-mail capability for Extended Support Hours. b) Support calls placed during Extended Support Hours must be placed through an authorized contact person. c) Under Basic Annual Support and Maintenance, Support during Extended Support Hours is available only for "system down" problems that result in the Customer's inability to fulfill critical business functions (i.e. those pertaining to core functionality such as processing registrations, memberships, rentals) and that have no reasonable work -around. All other calls — including all calls related to upgrades — placed by the Customer within Extended Support Hours will be billed to the Customer under a separate agreement. 2. Premium Premium Support provides for the same services as Basic Annual Support and Maintenance, and additionally provides that, subject to Notes a) and t) above, all Support available during Basic Support Hours is also available during Extended Support Hours. 3. Holiday Hours Canadian Office Holiday Hours The Canadian TAN Support Desk will be open with reduced staff on the following statutory holidays: Good Friday; Victoria Day (3rd Monday in May); Canada Day (July 1st); BC Day (1st Monday in August); Canadian Thanksgiving (2nd Monday in Oct); Remembrance Day (November 11); Boxing Day (December 26). On the following holidays, the Canadian TAN Support Desk will be closed: New Year's Day, Christmas Day, Labor Day (1stMonday in September). United States Office Holiday Hours The U.S. TAN Support Desk will be closed: New Year's Day, Martin Luther King Day, President's Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans' Day, Thanksgiving Day, Day after Thanksgiving, Christmas Day, Day after Christmas, Friday before New Year's Day The Active Network, Ltd. Page 6 of 9 active NETWORK 1. DEFINITIONS 1.1. Definitions - For the purposes of interpreting this Agreement, the following terms will have the following meanings: a) "Initial Installation " means the date upon which any of the Software has first been installed on any server computer owned or controlled by the Customer. b) "Maintenance" means the provision of error investigation and repair services and of new Versions and Releases, as described in Section 3.1. c) "Module" means a single type of Software referred to in any particular line item of the Software Table, such that each such line item refers to one, and only one, Module, regardless of the number of copies referred to in such line item, except in line item xxxv to which h) applies. d) "Phase" means the software, services, third party products, maintenance, deliverables, and acceptance criteria to be implemented between the Phase Start Date and the Phase End Date including the associated costs. e) "Phase Start Date" means the date for the start of each Phase as indicated on the Project Schedule f) "Phase End Date" means the date for the end of each Phase as indicated on the Project Schedule g) "Project Schedule" means the document detailing the standalone and separate implementation phases established through discussions between the Customer and TAN once this agreement has been signed. h) "Release" means any release, update, patch, set of revisions, or bug/permanent fix or temporary bypass solution released by TAN to its customers generally during the term of this Agreement, which provides enhancements and/or error corrections to the then -current Version or Release, and where a new Version has been released and no new Release has been released since the release of that Version, that Version will also constitute a Release for the purpose of determining whether Support or Maintenance is available with respect to that Version. New Releases will be denoted by an increase to the version number to the right of the decimal point such as from Release 1.1 to Release 1.2. i) "Software" means computer code and programs, in executable code form only, including related data files, rules, parameters and documentation, which have been created or licensed by TAN and are identified in the Software Table as being subject to Support and Maintenance in connection with this Agreement, and any Versions or Releases thereof provided by TAN, in executable form. j) "Support" means the ongoing telephone and dial -in support and problem resolution to assist the Customer in the use of the Software. It may include but is not limited to response to inquiries regarding the operation, installation, administration and general technical assistance requested by the Customer. Support also includes, provided that such assistance can be provided in fifteen (15) minutes or less: i) Limited assistance with report customization and the development of custom queries, and ii) Assistance to isolate the source of problems and/or to troubleshoot difficulties resulting from sources other than TAN products or services, such as: • General network support - for example network access, printing, backup & restoration; • PC hardware trouble shooting; • PC setup, configuration and optimization; • Network operating system configuration and functionality; The Active Network, Ltd. • Basic Microsoft Corporation "Windows" functionality (e.g. using File Manager or Explorer); • Modem configuration & setup; • Data corruption due to lack of disk space; and • Loss of supervisor or other password but expressly excludes any services or assistance relating to database issues, unless acquired under an addendum to this Agreement. k) "Support Start Date" means the day thirty (30) days after the Phase End Date. I) "System Utilities" includes the following Modules: Accounting Processes, Central Login, Log File, Copy Database, Edit Database, Maintain Database, MSDE Tool, Oracle Setup Utility, Query Tool, System Maintenance, Upgrade Database and View Components. m) "Version" means a version of the Software providing a particular functionality, while a new Version of the Software will provide new/additional functionality and/or improvements to a previous Version. New Versions will be denoted by a change to the version number to the left of the decimal point such as from Version 1.0 to Version 2.0. 1.2. Headings - The headings contained in this Agreement are inserted for convenience and do not form a part of this Agreement and are not intended to interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof. 2. SUPPORT SERVICES 2.1. TAN will provide to the Customer Support for: a) the Release of the Software that is from time to time the most recently -released, generally available Release, and b) for the twenty-four (24) months immediately following general availability of the Release described in a), for the Release which immediately precedes that Release. Support services will not be provided for any non-current Version or Release after twenty-four (24) months from the date of availability of the newer Version or Release. 3. MAINTENANCE SERVICES 3.1. With respect to any Release of the Software supported at the time, upon receipt of notification from the Customer's authorized contact personnel of an apparent error in the Software, TAN will use commercially reasonable efforts to promptly investigate the issue and determine whether or not there is in fact an error and to advise the Customer that either an error does not exist, or confirm that one does exist and what, if any, work -around exists. Errors will be deemed to be any design or programming error in the Software attributable to TAN which prevents the Software from substantially complying with the functionality as set out in the user documentation (on-line or hard -copy) delivered with the Software and which materially affects the use, function or performance of the Software. When errors are confirmed, TAN will use commercially reasonable efforts to correct such errors and provide Customer with a correction or service pack for the Software as soon as it is practical in TAN's sole discretion. 3.2. TAN will provide to the Customer, either physical form by mail or courier or in electronic form via the Internet, new Releases and Versions (and appropriate documentation) as such Releases or Versions (and documentation) become available, without additional charge. 4. ASSIGNMENT OF PRIORITIES FOR SUPPORT ISSUES 4.1. New support incidents are assigned one of the following four priority levels, each with its respective standard completion target: Call Priority Level Description Standard Completion Target A — Down Fatal issues that result in the Customer's inability to fulfill critical Within 12 hours. Page 7 of 9 active NETWORK Customer will request a ranking of the call priority when initially reporting the incident. Should there be any disagreement over the priority assigned to a particular incident, or any other aspect of its handling, by TAN support staff, Customers are encouraged to first speak directly to the support representative dealing with the issue in order to arrive at an acceptable solution. In cases where escalation is desired or necessary, please contact the Supervisor, Support Services with any concems you may have (phone 1-800-663-4991). 5. EXCLUDED SUPPLIES AND SERVICES 5.1. Without limitation, the following supplies and services are excluded from Support and Maintenance: a) Services which are required to remedy problems that stem from changes to or defects in system configuration upon which the Software was initially installed; b) Services which are required to remedy problems which do not stem from any defect in Software; c) Services which are required to remedy problems caused by lack of training of Customer's personnel improper treatment or use of the Software; d) Full report customization service; e) Any and all hardware support, maintenance or troubleshooting issues, except as described in section 1.1.j)ii), regardless of the source of such hardware. 6. FEES AND PAYMENT 6.1. In consideration of the Support and Maintenance provided hereunder, Customer agrees to pay TAN the fees described on the Cover Page, as modified explicitly pursuant to this Agreement. In the event the Customer requires Support and Maintenance for additional Software, the Customer agrees to pay TAN the additional Support and Maintenance fees applicable based upon the fees then in effect, prorated from the date of agreement to acquire such services to the Support Renewal Date. Payment, other than amounts, which may be adjusted under these Terms and Conditions, will be in accordance with the payment terms set out on the Cover Page. 6.2. Unless the Software Table indicates otherwise, the fees charged hereunder are applicable to Support and Maintenance of Software used with respect to only a single database of Customer data. If the Customer, after entering this Agreement, places in service one or more additional databases to be used in relation to the Software, then for each such additional database an additional 25% of all Support and Maintenance fees charged hereunder, exclusive of such extra database fees, will be payable. The Customer will notify TAN as soon as reasonably possible of the installation or use of any such additional database(s). 6.3. If at any time after the Customer has initially licensed any of the Software from TAN, the Customer's right to receive Support and Maintenance, or comparable services, from TAN under this Agreement or a comparable agreement has lapsed for any reason whatsoever, voluntarily or otherwise, and the Customer wishes to receive Support and Maintenance from TAN, the Customer will pay to TAN, prior to re- instatement of Support and Maintenance services: a) all fees that would have been payable hereunder had this Agreement been in force during the time during which Support and Maintenance rights had so lapsed, and b) an additional fee of forty (40) per cent of the license fees which would be payable if the Software to be subject to such Support and Maintenance were licensed anew at TAN's then -standard license fees on the date of re -instatement of Support and Maintenance rights. 7. ACCESS TO SYSTEM AND OTHER CUSTOMER OBLIGATIONS 7.1. Customer will provide, at no cost to TAN: a) sufficient space to allow TAN personnel on the Customer's site to perform the on-site Services acquired hereunder; b) office supplies and services such as photocopying, facsimile and telephone access; c) without limiting a), education and training facilities adequate to the training services acquired hereunder, including classroom space, networked PCs (minimum 1 PC for every two training participants), networked printing capability, computer display/projection facilities, and flip chart or whiteboard, plus markers and other ancillary supplies; d) subject to the security requirements of the Customer, 24 hour access to the Customer's system via either an always -available telephone circuit or an always available internet connection to enable TAN or its designated representative to perform any of the obligations placed upon TAN by this Agreement.; and ) subject to the security requirements of the Customer, remote dial up/internet access methods approved by TAN to allow TAN to remotely diagnose and correct errors in the Software and provide other Services. .2. Without limiting the Customer's obligations, Customer will: ) use its best efforts to upgrade to any new Release or Version of the Software as soon as possible after becoming aware of its availability; ) ensure that at all times at least one current staff person of the Customer, who is the Customer contact person named on the Cover Page and per c), has been fully trained on the Software; designate by written notice a single site and single person as the point of contact for telephone or other contact, which site and/or person the Customer may change upon 14 days prior notice; and ) provide particulars of the Customer's system configuration in sufficient detail to allow TAN to effectively provide Services hereunder. e 7 a b c d 8 8 ti in 8. p A wh in th Pe Pe 9. 9. A . REPRESENTATIONS AND WARRANTIES .1. Insurance — TAN represents and warrants that it does and will at all mes during the term of this Agreement maintain general liability surance as described in the Certificate of Insurance. 2. Limited Warranty of Services - TAN warrants that all services rovided hereunder will be performed in full conformity with the greement, with the skill and care which would be exercised by those o perform similar services at the time the services are performed, and accordance with accepted industry practice. In the event of a breach of e express warranties contained herein and/or in the event of non- rformance and/or failure of TAN to perform the services in accordance with the Agreement, TAN will, at no cost to Customer, re -perform or rform the services so that the services conform to the warranties. EXCLUSION OF OTHER WARRANTIES AND UMITATION OF LIABILITY 1. SPECIFIC EXCLUSION OF OTHER WARRANTIES - THE WARRANTIES SET OUT IN SECTION 8.1 AND 8.2 ARE IN LIEU OF LL OTHER WARRANTIES, AND THERE ARE NO OTHER WARRANTIES, REPRESENTATIONS, CONDITIONS, OR The Active Network, Ltd. Page 8 of 9 business functions (i.e. those pertaining to core functionality such as processing registrations, memberships, rentals) and that have no reasonable work -around. B — Urgent Serious issues significantly impacting use of system but do not prevent core functions (such as processing registrations, memberships, rentals) from being fulfilled. Within 24 hours. C — Normal All other issues, except those classified as D (Low). Within 36 hours. D — Low Issues that are not time -sensitive or may be undertaken as customer service initiatives outside the scope of this Agreement. None Customer will request a ranking of the call priority when initially reporting the incident. Should there be any disagreement over the priority assigned to a particular incident, or any other aspect of its handling, by TAN support staff, Customers are encouraged to first speak directly to the support representative dealing with the issue in order to arrive at an acceptable solution. In cases where escalation is desired or necessary, please contact the Supervisor, Support Services with any concems you may have (phone 1-800-663-4991). 5. EXCLUDED SUPPLIES AND SERVICES 5.1. Without limitation, the following supplies and services are excluded from Support and Maintenance: a) Services which are required to remedy problems that stem from changes to or defects in system configuration upon which the Software was initially installed; b) Services which are required to remedy problems which do not stem from any defect in Software; c) Services which are required to remedy problems caused by lack of training of Customer's personnel improper treatment or use of the Software; d) Full report customization service; e) Any and all hardware support, maintenance or troubleshooting issues, except as described in section 1.1.j)ii), regardless of the source of such hardware. 6. FEES AND PAYMENT 6.1. In consideration of the Support and Maintenance provided hereunder, Customer agrees to pay TAN the fees described on the Cover Page, as modified explicitly pursuant to this Agreement. In the event the Customer requires Support and Maintenance for additional Software, the Customer agrees to pay TAN the additional Support and Maintenance fees applicable based upon the fees then in effect, prorated from the date of agreement to acquire such services to the Support Renewal Date. Payment, other than amounts, which may be adjusted under these Terms and Conditions, will be in accordance with the payment terms set out on the Cover Page. 6.2. Unless the Software Table indicates otherwise, the fees charged hereunder are applicable to Support and Maintenance of Software used with respect to only a single database of Customer data. If the Customer, after entering this Agreement, places in service one or more additional databases to be used in relation to the Software, then for each such additional database an additional 25% of all Support and Maintenance fees charged hereunder, exclusive of such extra database fees, will be payable. The Customer will notify TAN as soon as reasonably possible of the installation or use of any such additional database(s). 6.3. If at any time after the Customer has initially licensed any of the Software from TAN, the Customer's right to receive Support and Maintenance, or comparable services, from TAN under this Agreement or a comparable agreement has lapsed for any reason whatsoever, voluntarily or otherwise, and the Customer wishes to receive Support and Maintenance from TAN, the Customer will pay to TAN, prior to re- instatement of Support and Maintenance services: a) all fees that would have been payable hereunder had this Agreement been in force during the time during which Support and Maintenance rights had so lapsed, and b) an additional fee of forty (40) per cent of the license fees which would be payable if the Software to be subject to such Support and Maintenance were licensed anew at TAN's then -standard license fees on the date of re -instatement of Support and Maintenance rights. 7. ACCESS TO SYSTEM AND OTHER CUSTOMER OBLIGATIONS 7.1. Customer will provide, at no cost to TAN: a) sufficient space to allow TAN personnel on the Customer's site to perform the on-site Services acquired hereunder; b) office supplies and services such as photocopying, facsimile and telephone access; c) without limiting a), education and training facilities adequate to the training services acquired hereunder, including classroom space, networked PCs (minimum 1 PC for every two training participants), networked printing capability, computer display/projection facilities, and flip chart or whiteboard, plus markers and other ancillary supplies; d) subject to the security requirements of the Customer, 24 hour access to the Customer's system via either an always -available telephone circuit or an always available internet connection to enable TAN or its designated representative to perform any of the obligations placed upon TAN by this Agreement.; and ) subject to the security requirements of the Customer, remote dial up/internet access methods approved by TAN to allow TAN to remotely diagnose and correct errors in the Software and provide other Services. .2. Without limiting the Customer's obligations, Customer will: ) use its best efforts to upgrade to any new Release or Version of the Software as soon as possible after becoming aware of its availability; ) ensure that at all times at least one current staff person of the Customer, who is the Customer contact person named on the Cover Page and per c), has been fully trained on the Software; designate by written notice a single site and single person as the point of contact for telephone or other contact, which site and/or person the Customer may change upon 14 days prior notice; and ) provide particulars of the Customer's system configuration in sufficient detail to allow TAN to effectively provide Services hereunder. e 7 a b c d 8 8 ti in 8. p A wh in th Pe Pe 9. 9. A . REPRESENTATIONS AND WARRANTIES .1. Insurance — TAN represents and warrants that it does and will at all mes during the term of this Agreement maintain general liability surance as described in the Certificate of Insurance. 2. Limited Warranty of Services - TAN warrants that all services rovided hereunder will be performed in full conformity with the greement, with the skill and care which would be exercised by those o perform similar services at the time the services are performed, and accordance with accepted industry practice. In the event of a breach of e express warranties contained herein and/or in the event of non- rformance and/or failure of TAN to perform the services in accordance with the Agreement, TAN will, at no cost to Customer, re -perform or rform the services so that the services conform to the warranties. EXCLUSION OF OTHER WARRANTIES AND UMITATION OF LIABILITY 1. SPECIFIC EXCLUSION OF OTHER WARRANTIES - THE WARRANTIES SET OUT IN SECTION 8.1 AND 8.2 ARE IN LIEU OF LL OTHER WARRANTIES, AND THERE ARE NO OTHER WARRANTIES, REPRESENTATIONS, CONDITIONS, OR The Active Network, Ltd. Page 8 of 9 active NETWORK GUARANTEES OR ANY KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED BY LAW (in contract or tort) OR CUSTOM, INCLUDING, BUT NOT LIMITED TO THOSE REGARDING MERCHANTABILITY, FITNESS FOR PURPOSE, CORRESPONDENCE TO SAMPLE, TITLE, DESIGN, CONDITION, OR QUALITY. 9.2. NO INDIRECT DAMAGES — IN NO EVENT WILL TAN BE LIABLE TO CUSTOMER OR TO ANY OTHER PARTY FOR INDIRECT DAMAGES OR LOSSES (in contract or tort) IN CONNECTION WITH THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOST SAVINGS, OR INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES. 9.3. LIMITS ON LIABILITY - IF FOR ANY REASON, TAN BECOMES LIABLE TO CUSTOMER OR ANY OTHER PARTY FOR DIRECT OR ANY OTHER DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION (in contract or tort), THEN: a) THE AGGREGATE LIABILITY OF TAN FOR ALL DAMAGES, INJURY, AND LIABILITY INCURRED BY CUSTOMER AND ALL OTHER PARTIES IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO AN AMOUNT EQUAL TO THE CHARGES PAID TO TAN FOR THE SERVICES WHICH GAVE RISE TO THE CLAIM FOR DAMAGES; AND b) CUSTOMER MAY NOT BRING OR INITIATE ANY ACT OR PROCEEDING AGAINST TAN ARISING OUT OF THIS AGREEMENT OR RELATING TO RELEASES OR SERVICES MORE THAN TWO YEARS AFTER THE CAUSE OF ACTION HAS ARISEN. 9.4 SEPARATE ENFORCEABILITY - SECTIONS 9.1, 9.2 AND 9.3 ARE TO BE CONSTRUED AS SEPARATE PROVISIONS AND WILL EACH BE INDIVIDUALLY ENFORCEABLE, 10. TERM 10.1. Term - The term of this Agreement will commence on the Support Start Date and, subject to termination as provided herein, will continue until the following IiiRle-t9-t+Ri2 0.TE r e.'1 kf-M., .50, _, c 7 11. TERMINATION 11.1. Termination - This Agreement will terminate: a) at the option of either party if the other party materially defaults in the performance or observance of any of its obligations hereunder and fails to remedy the default within 30 days after receiving written notice thereof from the non -defaulting party; b) at the option of either party if the other party becomes insolvent or bankrupt or makes an assignment for the benefit of creditors, or if a receiver or trustee in bankruptcy is appointed for the other party, or if any proceeding in bankruptcy, receivership, or liquidation is instituted against the other party and is not dismissed within 30 days following commencement thereof; c) at TAN's option upon the expiry of sixty days following issuance by TAN of an invoice to the Customer for fees payable under this Agreement and such invoice remaining unpaid, provided that TAN has prior to terminating under this provision provided the Customer with at least ten days' written notice of such non-payment, which minimum 10 -day period may expire before, simultaneously with, or after the 60 day period; or d) at either party's option if the other party assigns or attempts to assign this Agreement other than as expressly permitted by this Agreement; provided that these rights of termination will be in addition to all other rights and remedies available to the parties for any breach or default hereunder. 11.2. Suspension of Obligations - If either party should default in the performance or observance of any of its obligations hereunder, then, in addition to all other rights and remedies available to the non -defaulting party, the non -defaulting party may suspend performance and observance of any or all its obligations under this Agreement, without liability, until the other party's default is remedied, but this Section will not permit the Customer to suspend its obligation to make payments owing in respect of Support and other Software Services. 12. GENERAL 12.1. Complete Agreement; Modification — This Agreement, as modified and affected by TAN's standard Software license fees and the terms of any agreement between TAN and the Customer relating to licensing of Software (as opposed to the mere provision of Software, to which this Agreement relates in respect of Releases and Versions), is the complete and exclusive statement of the Agreement between the parties with respect to the subject matter contained herein and supersedes and merges all prior representations, proposals, understandings and all other agreements, oral or written, express or implied, between the parties relating to the matters contained herein. This Agreement may not be modified or altered except by written instrument duly executed by both parties except that TAN may fill future purchase or other orders for further goods or services available under this Agreement, and if TAN does so the provisions of this Agreement will contain the only commercial terms applicable to such transaction despite such order stating otherwise. 12.2. Force Majeure - Dates or times by which either party is required to perform under this Agreement excepting the payment of any fees or charges due hereunder will be postponed automatically to the extent that any party is prevented from meeting them by causes beyond its reasonable control. 12.3. Notices - All notices and requests in connection with this Agreement will be given to the respective parties in writing and will be deemed given as of the first business day of the notified party following the day the notice is faxed or sent via overnight courier, providing a hard copy acknowledgment of such successful faxed notice transmission or evidence of such couriering, as applicable, is retained. Notice may also be deposited in the Canadian mails (or if the Customer is resident outside Canada and is rendering the notice, in the mails of that country), postage pre -paid, certified or registered, return receipt requested, and addressed to the parties as indicated on the face of this Agreement and receipt of any such notice will be deemed to be effective as of the third business day following such deposit. 12.4. Governing Law - This Agreement and performance hereunder will be governed by the laws applicable in the jurisdiction where the Software is situated, excepting in the case of Louisiana when the laws of California will apply, or in the case of Quebec when the laws of Ontario, Canada will apply. 12.5. Non -Assignability - This Agreement is not assignable by the Customer, and any assignment, purported assignment or attempt to assign by the Customer will be a material breach of this Agreement and will further be void. TAN may assign its Support or Maintenance obligations under this Agreement to TAN's system integrators or resellers or pursuant to a merger or sale of substantially all of TAN's assets. 12.6. Survival - Sections 6.3, 9 and 12 will survive termination and expiration of this Agreement. 12.7. Attorney Fees -_In any action or suit to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party shall be entitled to recover its costs, including reasonable attorneys' fees. The Active Network, Ltd. Page 9 of 9 active NETWORK 1_o Third Party Product Purchase Agreement (Schedule D) This document (the "Agreement"), consisting of: a. the cover pages (referred to collectively as the "Cover Page" if and only if executed as the cover page to the complete Agreement, and otherwise subject to the Terms and Conditions), b. the attached Terms and Conditions of TAN Third Party Product Purchase Agreement ("Terms and Conditions"), and c. any additional purchase order documentation delivered to TAN by the Customer constitutes the entire agreement between the undersigned customer ("Customer") and The Active Network, Inc. ("TAN") whereby, and TAN and the Customer hereby agree that, TAN will provide to the Customer the Third Party Products described in this Agreement, for prices as described in the Third Party Products Table below as modified pursuant to the Terms and Conditions. Any apparent contradiction among this Cover Page, the Terms and Conditions and any additional purchase order documentation delivered to TAN by the Customer is to be resolved by giving priority to the Terms and Conditions, followed by the additional purchase order documentation, and then the Cover Page. Third Party Products Table: Third Party Products Description, Volumes and Prices Product Units Unit Price Total Cost Total Cost: Shipping Details If this page is being provided by the Customer as part of purchase order documentation as described in section 2.2 of the Terms and Conditions, the desired date of receipt of the shipment of Third Party Products referred to herein is: (The remainder of this page is intentionally BLANK) www.activecommunities.com 1 800 661 1196 active NETWORK The parties hereto each acknowledge that they have read, understand and agree to be bound by this Agreement, or if this page is delivered by the Customer as purchase order documentation pursuant to section 2.2 of the Terms and Conditions, by the terms of this page as modified by the Agreement. ibF Paint A?cr k, Full LngaI Cur er N_ ame l Ai 37..,e orized Signatory 03 o9 -b7 l_ a° apk, Ty, %az/ Facsimile Address for shipment delivery, if other than as shown on left: The Active Network, Inc. Authorized Signat Date (The remainder of this page is intentionally BLANK) The Active Network, Inc. Page 2 of 5 active NETWORK Terms and Conditions of Third Party Product Purchase Agreement 1. INTERPRETATION 1.1. Definitions - For the purposes of interpreting this Agreement, the following terms will have the following meanings: a) "Agreement" means this The Active Network Inc. Third Party Product Purchase Agreement. b) "TAN" means The Active Network Inc. c) "Customer" means the legal entity other than TAN entering this Agreement. d) "Related Documentation" means any end user specifications, manuals, instructions, and other materials, and any copies of any of the foregoing, in any medium, related to the Third Party Products and supplied by TAN to the Customer with the Third Party Products. e) "Third Party Products" means those hardware, firmware and/or software products, provided to TAN by third parties, listed on the Cover Page, together with all user manuals and other documents accompanying the delivery of the Third Party Products, provided that the Third Party Products shall not include software developed by TAN. "Third Party Products Table" means the table on the Cover Page. "Warranty Period" means, in relation to any particular Third Party Products, the 90 days immediately following delivery of that Third Party Product to the Customer. 1.2. Headings - The headings contained in this Agreement are inserted for convenience and do not form a part of this Agreement and are not intended to interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof. 2. PURCHASE AND SALE; SECURITY; DELIVERY 2.1. Purchase Commitment and Price - TAN hereby agrees to sell to Customer, and Customer hereby agrees to purchase from TAN, the Third Party Products listed in the Third Party Products Table in the volumes and at the prices described therein, subject to these Terms and Conditions. 2.2. Delivery — TAN will ship all or any part of the Third Party Products to the Customer as soon as reasonably possible (or, if the below -described purchase order documentation does not seek immediate shipping, at the time TAN considers reasonable in order to meet the desired delivery date described) after receipt by TAN, and acceptance of the terms thereof by TAN, of a purchase order from the Customer specifying the particular Third Party Products sought, the number of such Third Party Products sought, the price payable therefore, and the desired date and location of delivery. Any such purchase order must, at a minimum, include a page, in the form of the Cover Page, modified to indicate the information described above relating to the particular shipment, executed by the Customer. In any case, all shipments are F.O.B. Shipping Point. 2.3. Changes by Customer to Delivery Schedule — Following delivery by the Customer of any purchase order documentation described in section 2.2, no changes by the Customer to the shipment schedule described therein will be permitted unless TAN is notified thereof in writing at least ninety (90) days in advance of the delivery date sought in such purchase order documentation. 2.4. Acceptance of Purchase Orders — Purchase orders delivered by the Customer to TAN pursuant to are not binding upon TAN until f) g) The Active Network, Inc. accepted by TAN in writing. In any case, despite any indication to the contrary contained in any such purchase order documentation, no terms or conditions on purchase order documentation issued by the Customer, other than the information required pursuant to section 2.2, will be binding upon TAN, nor will any such terms or conditions modify or supplement this Agreement in any way, notwithstanding the fact that TAN may accept or otherwise approve such purchase orders. TAN reserves the right to refuse any such purchase order for any reason not contrary to this Agreement, including without limitation pricing differences as described in section 3.2. 2.5. Additional Third Party Products — The Customer may purchase Third Party Products in addition to those listed in the Third Party Products Table by issuing additional purchase order documentation as described herein, provided that the supply (or non -supply) of such additional Third Party Products will be subject to this Agreement as though such additional Third Party Products had been included in the Third Party Products Table on the date of execution of the Cover Page subject to: 2.6. the price for such additional Third Party Products being subject to agreement between the parties each in their own absolute discretion, and a) TAN having a right to discontinue delivery of such additional Third Party Products upon at least ninety (90) days written notice to the Customer without any liability to the Customer whatsoever for such discontinuance. 2.7. Charge On/Security Interest in Third Party Products - TAN shall have a charge against/ security interest in all Third Party Products, and all proceeds arising therefrom, until Customer has paid TAN in full for all amounts owing from Customer to TAN in connection with the particular shipment of which any Third Party Products form a part. Customer shall execute or cause to -be executed all instruments and do or cause to be done all acts that TAN, acting reasonably, requires to effect, perfect, register or record such charges/security interests. In the event of default in payment or other breach by Customer, TAN shall, in addition to all other rights afforded by law, have all of the rights and remedies of a secured creditor under the Personal Property Security Act of the jurisdiction in which the Third Party Products is situate or Article Nine of the Uniform Commercial Code, as applicable. 3. CHARGES AND PAYMENTS 3.1. Prices - The pricing applicable to Third Party Products is as set out on the Cover Page, as modified under this Agreement. 3.2. Pricing Variability — The Customer acknowledges that: a) the prices described in the Third Party Products Table are applicable for six (6) months after the date of execution hereof, and b) such prices are based upon the Customer taking delivery of the full number of any particular Third Party Product listed in the Third Party Products Table in a single shipment and the Customer hereby agrees that after the expiry of such initial six- month period, or in case of the Customer seeking, in a particular shipment, delivery of less than all of the Third Party Products of a particular type listed on the Third Party Products Table, the actual prices may be higher. Prior to shipment of any Third Party Products which would be subject to pricing which differs Page 3 of 5 active NETWORK Terms and Conditions of Third Party Product Purchase Agreement from that described on in the Third Party Products Table, TAN will notify the Customer of any such different pricing and the Customer will accept such different pricing, as mutually agreed between the Customer and TAN, in writing. 3.3. Taxes and Other Charges — The Customer will pay all shipping & handling costs and all applicable sales, use, withholding and excise taxes, and any other assessments against the Customer in the nature of taxes, duties or charges however designated on the Third Party Products, on or resulting from this Agreement, exclusive of taxes based on the net income of TAN. 3.4. Currency — All prices shown or otherwise referred to in or in connection with this Agreement are in the currency of the country in which the Customer is located as described on the Cover Page. 3.5. Invoices - TAN will invoice the Customer for applicable amounts upon shipment of any Third Party Products. All invoices are payable within 30 days of receipt thereof, and such receipt is deemed to occur as though such invoices were notices sent pursuant to section 9.3 of the Terms and Conditions unless such invoices physically accompany the shipped Third Party Products in which case receipt is deemed to occur upon the date of actual delivery of such shipment to the Customer. Overdue invoices will bear interest at 1% per month, 12.68% per annum. 4. PROPRIETARY RIGHTS 4.1. Third Party Proprietary Rights and Indemnity by Customer - The Customer acknowledges that any Third Party Products supplied by TAN hereunder are supplied by TAN as a reseller thereof, and that the Third Party Products are subject to the intellectual property rights of the various third party developers and/or manufacturers thereof, as applicable, including without limitation copyright, trade secret, trademark and patent rights. The Customer will maintain in confidence and not use or disclose any and all confidential business or technical information connected with any Third Party Product except as specifically permitted by a party which has legal control of those rights, and the Customer will defend or settle any claim made or any suit or proceeding brought against TAN insofar as such claim, suit or proceeding is based on an allegation that any Third Party Product provided to the Customer hereunder has been installed, used or otherwise treated by the Customer or any client or customer of the Customer in violation of the proprietary rights of any third party, or on an allegation that the Customer or any client or customer of the Customer has disclosed or used any confidential business or technical information connected with any Third Party Product, provided that TAN will notify the Customer in writing promptly after the claim, suit or proceeding is known to TAN and will give the Customer information and such assistance as is reasonable in the circumstances. The Customer will have sole authority to defend or settle any such claim at the Customer's expense. The Customer will indemnify and hold TAN harmless from and against any and all such claims and will pay all damages and costs finally agreed to be paid in settlement of such claim, suit or proceeding. 4.2. Third Party Products which are Software - The Customer acknowledges that the possession, installation and use of all Third Party Products which are software shall be govemed by the terms of the software license(s) of the persons other than TAN who possess the rights to control such possession, installation and use. The Active Network, Inc. 5. SERVICES 5.1. Despite any other provision of this Agreement, TAN is not required to provide any services whatsoever under this Agreement. The Third Party Products are eligible for services to be provided by TAN under separate agreement with TAN, should the Customer wish to acquire such services. 6. WARRANTY 6.1. Warranty — TAN warrants to the Customer that TAN has the right to deliver the Third Party Products subject to any documentation accompanying such Third Party Products at the time of delivery and/or any licensing mechanisms, physical, electronic or otherwise, included in any Third Party Products that are software. 6.2. Warranties Provided by Third Party Suppliers - Third Party Products are warranted by the manufacturers thereof in accordance with the warranty statements accompanying delivery of the Third Party Products, and the Customer agrees that the Customer will rely solely on such Third Party Product warranties and the Customer shall make no claim against TAN on account of any warranty, express or implied, which may apply to any Third Party Product. 7. EXCLUSION OF WARRANTIES AND LIMITATION OF LIABILITY 7.1. SPECIFIC EXCLUSION OF OTHER WARRANTIES - THE WARRANTY SET OUT IN SECTION 6.1, AND THE MANUFACTURERS' WARRANTIES, DOCUMENTATION FOR WHICH ACCOMPANIES THE THIRD PARTY PRODUCTS AS DESCRIBED IN 6.2 ARE IN LIEU OF ALL OTHER WARRANTIES, AND THERE ARE NO OTHER WARRANTIES, REPRESENTATIONS, CONDITIONS, OR GUARANTEES OF ANY KIND WHATSOEVER APPLICABLE, EITHER EXPRESS OR IMPLIED BY LAW (IN CONTRACT OR TORT) OR CUSTOM, INCLUDING, BUT NOT LIMITED TO THOSE REGARDING MERCHANTABILITY, FITNESS FOR PURPOSE, DURABILITY, CORRESPONDENCE TO SAMPLE, TITLE, DESIGN, CONDITION, OR QUALITY. WITHOUT LIMITING THE ABOVE, TAN DOES NOT WARRANT THAT ANY THIRD PARTY PRODUCT PROVIDED HEREUNDER WILL MEET THE REQUIREMENTS OF CUSTOMER OR THAT THE OPERATION THEREOF WILL BE FREE FROM INTERRUPTION OR ERRORS. 7.2. NO INDIRECT DAMAGES — WITHOUT LIMITING THE GENERALITY OF SECTIONS 7.1, 7.3 OR 7.4, IN NO EVENT WILL TAN BE LIABLE TO THE CUSTOMER OR TO ANY OTHER PARTY FOR INDIRECT DAMAGES OR LOSSES (IN CONTRACT OR TORT) (EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES) INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOST SAVINGS, OR INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES. 7.3. LIMITS ON LIABILITY —DESPITE ANY OTHER PROVISION OF THIS AGREEMENT, IF, FOR ANY REASON, TAN BECOMES LIABLE TO THE CUSTOMER OR ANY OTHER PARTY FOR DIRECT OR ANY OTHER DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION (IN CONTRACT OR TORT), THEN TAN'S ENTIRE LIABILITY AND THE CUSTOMERS EXCLUSIVE REMEDY WILL BE, AT TAN'S OPTION, TO REPAIR, PROVIDE AN EQUIVALENT REPLACEMENT FOR OR REFUND THE PURCHASE PRICE OF ANY THIRD PARTY PRODUCT WHICH HAS CAUSED THE DAMAGES RESULTING IN Page 4 of 5 active NETWORK Terms and Conditions of Third Party Product Purchase Agreement SUCH LIABILITY OF TAN WHICH THIRD PARTY PRODUCT IS RETURNED, SHIPPING COSTS PREPAID, PROPERLY PACKAGED WITH THE DULY AUTHORIZED TAN RETURN PERMIT, TO TAN'S DESIGNATED OFFICE DURING THE THIRD PARTY WARRANTY PERIOD. 7.4. THIRD PARTY PRODUCTS MODIFICATION — ANY THIRD PARTY WARRANTY OBLIGATIONS OR ANY TAN WARRANTY OBLIGATIONS HEREUNDER WILL BE VOID IN THE EVENT CUSTOMER MODIFIES THE THIRD PARTY PRODUCT IN QUESTION OR USES ANY ATTACHMENT, FEATURE, OR DEVICE WHICH IS NOT SPECIFIED AS AN APPROVED ATTACHMENT IN THE RELATED DOCUMENTATION FOR THE THIRD PARTY PRODUCT WITHOUT FIRST OBTAINING TAN'S WRITTEN APPROVAL. 7.5. SEPARATE ENFORCEABILITY - SECTIONS 7.1 THROUGH 7.4 ARE TO BE CONSTRUED AS SEPARATE PROVISIONS AND WILL EACH BE INDIVIDUALLY ENFORCEABLE. 8. TERMINATION 8.1. Termination - This Agreement will terminate: a) at the option of either party if the other party materially defaults in the performance or observance of any of its obligations hereunder and fails to remedy the default within 30 days after receiving written notice thereof; and b) without limiting a), at the option of TAN if the Customer breaches section 3 of this Agreement, including without limitation by failure to pay any invoice within 30 days of receipt thereof provided that the right of termination will be in addition to all other rights and remedies available to the parties for breach or default by the other. 8.2. Suspension of Obligations - If either party should default in the performance or observance of any of its obligations hereunder, then, in addition to all other rights and remedies -available to the non - defaulting party, the non -defaulting party may suspend performance and observance of any or all its obligations under this Agreement, without liability, until the other party's default is remedied, but this section will not permit the Customer to suspend its obligation to make payments owing in respect of Third Party Products already brought into stock by TAN on account of the Customer having provided TAN with purchase order documentation in relation thereto. In the event this Agreement is terminated by TAN due to a default by Customer, then any license granted to Customer with respect to any Third Party Product shall terminate if full payment for such license is not delivered to TAN within 30 days from the date of termination. 9. GENERAL 9.1. Complete Agreement - This Agreement including all additional purchase order documentation provided by the Customer to TAN and accepted by TAN according to this Agreement constitutes the complete and exclusive statement of the agreement between TAN and the Customer relating to the subject matter hereof, and supersedes all oral or written proposals, prior agreements and other prior communications between the parties, concerning that subject matter. 9.2. Force Majeure - Dates or times by which either party is required to perform under this Agreement, excepting the payment of any fees or charges due hereunder, will be postponed automatically to the The Active Network, Inc. extent that any party is prevented from meeting them by causes (other than inability to pay) beyond its reasonable control. 9.3. Notices - All notices and requests in connection with this Agreement will be given to the respective parties in writing and will be deemed given as of the first business day of the notified party following the day the notice is faxed or sent via overnight courier, providing a hard copy acknowledgment of such successful faxed notice transmission or evidence of such couriering, as applicable, is retained. Notice may also be deposited in the US or Canadian mails (or if the Customer is resident outside US or Canada and is rendering the notice, in the mails of that country), postage pre -paid, certified or registered, retum receipt requested, and addressed to the parties as indicated on the face of this Agreement and receipt of any such notice will be deemed to be effective as of the third business day following such deposit. 9.4. Governing Law - This Agreement and performance hereunder will be governed by the laws of the jurisdiction provided in the address of the Customer on the Cover Page excepting in the case of Louisiana when the laws of California will apply, or in the case of Quebec when the laws of Ontario will apply. 9.5. Non -Assignability - This Agreement is not assignable by the Customer. Any assignment, purported assignment or attempt to assign by the Customer will be a material breach of this Agreement and will be void. 9.6. Survival — Sections 4, 7 and 9 of this Agreement will survive termination and expiration of this Agreement. 9.7 Attorney Fees - In any action or suit to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party shall be entitled to recover its costs, including reasonable attorneys' fees. Page 5 of 5 active NETWORK Quoted by: Date: Quote Expiration: Quote Number: Michelle Wymer 11/15/2006 02/13/2007 59434 Pricing/Estimate Form Howard Baker Phone: 512-218-5455 City of Round Rock, Texas Fax: 301 W. Bagdad Steet howardb@round- Email: rock.tx.us Round Rock, TX 78664 Reference Id: 5638/119771 Purchase Order: Software No. Of License Cost Total Maint. Fee Service Hrs. Licenses License Cost INTERNET Online Client access — 50 Concurrent 2 $12,500 $25,000 $ 6,250.00 0 Users/Customers Registration Online 1 $5,000 $5,000 $ 1,250.00 24 SENIOR CENTER Memberships 1 $1,750 $1,750 $ 437.50 0 Point of Sale 1 $2,250 $2,250 $ 562.50 0 CREDIT CARD PROCESSING Tender Retail Licenses - Multi 2 $250 $500 $ 125.00 8 Merchant CREDIT FOR UNUSED LICENSES Tele -Reg lines -1 $7,000 - $7,000 0 Tele -Reg -1 $5,000 - $5,000 0 Registration (includes Flex Reg) -3 $1,750 - $5,250 0 Reservations (includes QuickRez) -1 $1,750 - $1,750 0 Total Software $ 15,500.00 Total Annual Maintenance Cost: $ 8,625.00 Services Qty. Unit Extended Price Price INTERNET IMPLEMENTATION Onsite Implementation and Training 24 $190 $ 4,560.00 Remote Documentation and Project Planning 24 $165 $ 3,960.00 Onsite Client Access Configuration 8 $190 $ 1,520.00 CREDIT CARD PROCESSING Remote Payment Server Upgrade Remote Conversion to Tender Retail 8 $165 $ 1,320.00 8 $165 $ 1,320.00 Total Services $ 12,680.00 Quote Summary Total Software Cost Total Maintenance Cost Total Services Cost Total 3rd Party Hardware/Software Cost Grand Total: Please Note $ 15,500.00 $ 8,625.00 $ 12,680.00 $ 0.00 $ 36,805.00 • Sales taxes, where applicable, are not included and prices are in the currency of the country of installation (subject to change without notice). • Hardware, operating system, 3rd party software and site preparation are not included unless otherwise noted. • Annual software maintenance is 25% of prevailing list (min. $1500/yr) • Pre -Project planning and Documentation fees are $1,000 per day for off-site services. • On-site Implementation and Training Services are $1,200 per day exclusive of airfare, five (5) participants per class. Additional participants $100 each to a maximum of ten (10). • On-site Professional Services are $1,520 per day exclusive of airfare. • On-site Technical Services are $1,760 per day exclusive of airfare. • A dedicated database server, as well as a Windows server is highly recommended for each of the IVR and Internet (plus MS IIS) modules. • Class ships on CD ROM or DVD (version dependant). • A full set of manuals is provided on the CD/DVD provided with each system. • Internet Services require database access components, priced separately by database. For existing customers, this quote may be executed by purchase order, however the most recent enforceable Agreement will contain the only commercial terms applicable to such transaction despite such purchase or other order stating otherwise. Quoted by: Michelle Wymer Date: 02/22/2007 Quote Expiration: 05/23/2007 Quote Number: 61204 Pricing/Estimate Form Cory Styron Phone: 512-218-5547 City of Round Rock, Texas Fax: 301 W. Bagdad Steet cstyron@round- Email: rock.tx.us Reference Id: 5638/124632 Purchase Order: Round Rock, TX 78664 Please Note • Sales taxes, where applicable, are not included and prices are in the currency of the country of installation (subject to change without notice). • Hardware, operating system, 3rd party software and site preparation are not included unless otherwise noted. • Annual software maintenance is 25% of prevailing list (min. $1500/yr) • Pre -Project planning and Documentation fees are $1,000 per day for off-site services. • On-site Implementation and Training Services are $1,200 per day exclusive of airfare, five (5) participants per class. Additional participants $100 each to a maximum of ten (10). • On-site Professional Services are $1,520 per day exclusive of airfare. • On-site Technical Services are $1,760 per day exclusive of airfare. • A dedicated database server, as well as a Windows server is highly recommended for each of the IVR and Internet (plus MS IIS) modules. • Class ships on CD ROM or DVD (version dependant). • A full set of manuals is provided on the CD/DVD provided with each system. • Internet Services require database access components, priced separately by database. For existing customers, this quote may be executed by purchase order, however the most recent enforceable Agreement will contain the only commercial terms applicable to such transaction despite such purchase or other order stating otherwise. DATE: February 26, 2007 SUBJECT: City Manager Approval, March 2, 2007 ITEM: Consider a resolution authorizing the Mayor to execute a contract for the software license agreement with Active Network. Department: Staff Person: Justification: Funding: Cost: PARD Rick Atkins, Parks and Recreation Director Cory Styron, Parks and Recreation Assistant Director The software license agreement and pro -rated annual support/maintenance agreement with Active Network will support E -connect (new online registration system) and upgraded CLASS software applications. This application is used for all PARD recreation registrations and facility reservations. $ 31,773.75 $ 31,773.75 Source of funds: 6113-550-2300 Outside Resources: Active Network Blue Sheet Format Updated 01/20/04