Laserfiche WebLink
300 -6400 Roberts Street I Burnaby BC I V5G 4C9 <br />Exhibit B <br />Software Support and Maintenance Agreement <br />This document (the "Agreement "), consisting of: <br />a. the cover pages (collectively, "Cover Page"), <br />b. the attached table of supported Software ( "Software Table "); <br />c. the attached description of levels of annual support and maintenance ( "Levels Description "); <br />d. the attached Terms and Conditions of Active Support and Maintenance ('Terms and Conditions "); and <br />e. the attached certificate of insurance ( "Certificate of Insurance ") <br />constitutes the agreement between the undersigned customer ( "Customer") and The Active Network N.A. Inc. <br />( "TAN ") whereby, and TAN and the Customer hereby agree that, the Customer will acquire, and TAN will provide, the <br />software support and maintenance products and services described in this Agreement for the prices shown in the <br />table below. Any apparent contradiction among this Cover Page, the Software Table, the Levels Description, and /or <br />the Terms and Conditions is to be resolved by giving priority to the Terms and Conditions, followed by the Cover <br />Page, Software Table and Levels Description in that order. <br />Product or Service Description Cost <br />1. Support and Maintenance — Basic $8,812.50 <br />2. Support and Maintenance — Premium <br />RE: 1 or 2: Preferred Renewal Date (Optional) - (mm, dd, yyyy) <br />Total Cost $8,812.50 <br />Payment Terms for Support and Maintenance <br />1. The cost for the Support and Maintenance services is payable annually in advance and is due in its entirety on <br />the Support Start Date, unless the Customer has specified a Preferred Renewal Date in the appropriate space in <br />the table above in which case only the cost of Support and Maintenance prorated from the Support Start Date to <br />the Preferred Renewal Date is payable on the Support Start Date. Thereafter, the Support and Maintenance fee <br />is payable in advance on every annual anniversary of the Support Start Date or, if there is a Preferred Renewal <br />Date, every anniversary of the Preferred Renewal Date (the applicable anniversary being the "Support Renewal <br />Date"). TAN will provide invoices to the Customer for all such amounts, such invoices due on the later of (a) the <br />Support Start Date or applicable Support Renewal Date, as applicable, and (b) 30 days after receipt of the <br />invoice. Overdue invoices shall bear interest at 1 % per month, 12.68% per annum. <br />2. Subject to the availability of an "Accreditation Discount" as described in the Terms and Conditions, the annual <br />cost of Support and Maintenance hereunder is 25% of the license fee which would be applicable if the Software <br />with respect to which Support and Maintenance are provided hereunder were licensed anew by the Customer at <br />TAN's standard license rates as they exist on the effective date hereof or the Support Renewal Date, as <br />applicable, provided that, excluding increases due to Support and Maintenance of additional Software from one <br />contractual year to the next, any increase in costs hereunder from one contractual year to the next may not <br />exceed ten (10) percent of the Support and Maintenance fees payable for the year just ending upon that Support <br />Renewal Date. <br />3. The Customer will pay all shipping & handling charges, applicable sales, use, withholding and excise taxes, and <br />any other assessments in the nature of taxes, duties or charges however designated on the services rendered <br />under this Agreement, exclusive of taxes based on the net income of TAN. <br />4. All prices are in the currency of the country in which the Software is installed. <br />{The remainder of this page is intentionally BLANK} <br />www.the aa'venetwork com I + 1 800 661 1196 <br />