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aCtiVIONETWORK
<br />Terms and Conditions of General Software Services Agreement
<br />1. DEFINITIONS
<br />1.1. Definitions - For the purposes of interpreting this Agreement, the
<br />following terms will have the following meanings:
<br />a) "Initial Installation" means the date upon which any of the Software
<br />has first been installed on any server computer owned or controlled by
<br />the Customer.
<br />b)
<br />C)
<br />d)
<br />e)
<br />a
<br />"Other Services" means Services other than Pre - Agreed Services
<br />acquired by the Customer under this Agreement.
<br />"Pre- Agreed Services" means Services which are expressly listed in
<br />the Services Table as being acquired hereunder by the Customer.
<br />"Release" means any release, update, patch, set of revisions, or
<br />bugipermanent fix or temporary bypass solution released by TAN to its
<br />customers generally during the term of this Agreement, which provides
<br />enhancements and/or error corrections to the then - current Version or
<br />Release, and where a new Version has been released and no new
<br />Release has been released since the release of that Version, that
<br />Version will also constitute a Release for the purpose of determining
<br />whether Support or Maintenance is available with respect to that
<br />Version. New Releases will be denoted by an increase to the version
<br />number to the right of the decimal point such as from Release 1.1 to
<br />Release 1.2.
<br />"Services" means any and all types of services which TAN provides,
<br />to the Customer and/or to other customers of TAN, in the course of
<br />TAN' business, including but not limited to services relating to the
<br />installation, implementation, customization, optimization,
<br />administration, training and troubleshooting of computers, computer
<br />software including the Software, computer networks, databases,
<br />intemet - related equipment and applications, but expressly excludes
<br />Support and Maintenance as described in TAN's standard Software
<br />Support and Maintenance Agreement.
<br />"Software" means computer code and programs, in executable code
<br />form only, including related data files, rules, parameters and
<br />documentation, which have been created or licensed by TAN and
<br />subsequently licensed by TAN to the Customer.
<br />"Version" means a version of the Software providing a particular
<br />functionality, while a new Version of the Software will provide
<br />new /additional functionality and /or improvements to a previous
<br />Version. New Versions will be denoted by a change to the version
<br />number to the left of the decimal point such as from Version 1.0 to
<br />Version 2.0.
<br />1.2. Headings - The headings contained in this Agreement are inserted for
<br />convenience and do not form a part of this Agreement and are not intended
<br />to interpret, define or limit the scope, extent or intent of this Agreement or
<br />any provision hereof.
<br />2.
<br />2.1
<br />a)
<br />b)
<br />C)
<br />SERVICES TO BE PROVIDED
<br />TAN will provide to the Customer:
<br />all Pre - Agreed Services which the Customer hereby agrees, pursuant
<br />to the Services Table, to acquire; and
<br />all Other Services which the Customer from time to time agrees to
<br />acquire, provided that no Services other than Pre - Agreed Services will
<br />be provided by TAN unless TAN has, prior to such Services being
<br />rendered, received confirmation from the Customer that the Customer
<br />wishes to acquire such Services and will pay for such Services under
<br />the terms of this Agreement; and
<br />Standard on -site services days are eight (8) hour days, included as
<br />billable time are fifteen (15) minute morning and afternoon breaks as
<br />well as one (1) hour lunch break, the minimum billable on -site period is
<br />8 hours. Standard e- Consulting (remote) services are provided in
<br />minimum four (4) hour increments.
<br />d) Weekend surcharges apply to services provided on a Saturday,
<br />Sunday, and on Friday for hours past the time at which the consultant
<br />would be reasonably able to travel to the next destination on Friday.
<br />3. FEES AND PAYMENT
<br />3.1. Pre - Agreed Services - The Customer will pay TAN the fees described
<br />in the Services Table for Pre - Agreed Services.
<br />3.2. Other Services - Upon subsequent agreement from time to time
<br />between the Customer and TAN that the Customer will acquire Other
<br />Services, the Customer will pay for such Other Services at the service rates
<br />in effect at the time of provision of such Other Services, provided that the
<br />service rates shown in the Services Table will be effective for the 6 -month
<br />period following effective date of this Agreement, and thereafter relevant
<br />service rates, if different from the rates contained in the Services Table, will
<br />be provided to the Customer prior to such Other Services being rendered.
<br />3.3. Consulting and training Services include up to five (5) participants per
<br />class. Additional participants, to a maximum of ten (10) per class can be
<br />accommodated at an additional cost of $100 per hour per participant.
<br />3.4. Travel Expenses - Costs and rates as described in this Agreement
<br />include all TAN personnel travel expenses other than airfare. The Customer
<br />will pay all airfare relating to travel of TAN personnel relating to Services
<br />provided at the Customer's location, which airfare will unless urgency on the
<br />part of the customer requires otherwise, be at "coach" rates .
<br />3.5. Shipping and Handling - The Customer will pay all shipping & handling
<br />charges, applicable sales, use, withholding and excise taxes, and any other
<br />assessments in the nature of taxes, duties or charges however designated
<br />on the Services rendered under this Agreement, exclusive of taxes based on
<br />the net income of TAN.
<br />3.6. Applicable Currency - Unless specifically stated otherwise, all prices
<br />and amounts are in the currency of the country in which the Software is
<br />installed.
<br />3.7. Invoices (Delivery, Payability and Interest) - TAN will provide invoices
<br />to the Customer for all amounts owing by Customer hereunder, such
<br />invoices to be provided after provision of the Services to which they relate,
<br />and subsequently due within 30 days after receipt by the Customer.
<br />Overdue invoices shall bear interest at 1 % per month, 12.68% per annum.
<br />4. ACCESS TO SYSTEM AND OTHER CUSTOMER OBLIGATIONS
<br />4.1. Customer will provide, at no cost to TAN:
<br />a) sufficient space to allow TAN personnel on the Customer's site to
<br />perform the on -site Services acquired hereunder;
<br />b) office supplies and services such as photocopying, facsimile and
<br />telephone access;
<br />c) without limiting a), education and training facilities adequate to the
<br />training services acquired hereunder, including classroom space,
<br />networked PCs (minimum one (1) PC for every two (2) training
<br />participants), networked printing capability, computer display /projection
<br />facilities, and flip chad or whiteboard, plus markers and other ancillary
<br />supplies;
<br />d) subject to the security requirements of the Customer, 24 hour access
<br />to the Customer's system via either an always - available telephone
<br />circuit or an always available internal connection to enable TAN or its
<br />designated representative to perform any of the obligations placed
<br />upon TAN by this Agreement.; and
<br />e) subject to the security requirements of the Customer, remote dial
<br />uphntemet access methods approved by TAN to allow TAN to remotely
<br />diagnose and correct errors in the Software and provide other
<br />Services.
<br />The Active Network Ltd. Page 3 of 5
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