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C Plus <br />y (AW16 <br />aCtiVIONETWORK <br />INSURANCE ON FELL <br />WORK MAY PROCEED <br />UNTIL INSURANCE EXPIRES <br />CLERK OF COUNCIL_ <br />DATE: S ,17 —0j <br />Software License Agreement <br />This document (the "Agreement'), consisting of: <br />a. this cover page ( "Cover Page "), <br />b. the attached table of licensed Software ( "Software Table "); and <br />c. the attached Terms and Conditions of the Software License Agreement ( "Terms and Conditions ") <br />d. the General Software Services Exhibit A <br />e. the Software Support and Maintenance Exhibit B <br />A- 2005 -054 <br />constitutes the entire agreement between the City of Santa Ana, a charter city and municipal corporation duly <br />organized and existing under the Constitution and laws of the State of California ( "Customer") and The Active <br />Network N.A. Inc. ('TAN ") made and entered into this lr sr day of t4Oa ch., 2005 whereby, TAN and the <br />Customer hereby agree that, TAN grants to the Customer the rights and licenses herein described regarding the <br />installation and use of certain computer software for the prices described in the Software Table, as modified from time <br />to time according to this Agreement. Any apparent contradiction among this Cover Page, the Software Table 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, and finally the Software Table. <br />In the event of any conflict or inconsistency among documents related to this Agreement, said conflict or <br />inconsistency shall be resolved by giving precedence to this Software License Agreement. All Exhibits referenced <br />herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. <br />Payment Terms for Software Licenses <br />A. All prices are in the currency of the country of installation. <br />B. Sales and any other applicable tax(es), duties or any other charges in the nature of taxes and duties are not <br />included unless specifically identified as line items. <br />C. Prices shown include freight F.O.B. the Customers offices. <br />D. No services (i.e. site preparation such as cabling and provision of electricity) are included in costs described <br />herein. <br />E. The following installment payment schedule is applicable (services payments are applicable as outlined in Exhibit <br />A and B); figures are percentages of total software table fees re: all Software licensed under this Agreement: <br />30 days after delivery/installation of the <br />Software <br />25% <br />30 days after completion of training for all <br />55% <br />Modules or Jul 1 st, 2005 — whichever is earlier <br />30 days after acceptance, per the City <br />20% <br />acceptance procedure or Sept 301", 2005— <br />whichever is earlier. <br />F. TAN will invoice the Customer for the amounts contemplated in paragraph E. All invoices are payable within 30 <br />days of receipt thereof, and such receipt is deemed to occur as though such invoices were notices sent pursuant <br />to section 9.3 of the Terms and Conditions. <br />G. The parties hereto each acknowledge that they have read, understand and agree to be bound by this <br />Agreement. <br />1 800 661 1196 <br />