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aCtiWONETWORK Terms and Conditions of Software License 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 Software License Agreement. b) "Client 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. e) "TAN" means The Active Network N.A. Inc. f) "Database Server" means the single server computer upon which the Enterprise Database is resident. g) "Enterprise Database" means the MS SQL Server database files containing customer data (which is owned by Customer) and which is accessed by the Software. h) "Initial Installation" means initial installation of all Modules 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 or Netscape Navigator 4.7 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. 1) "Maintenance Module" means any item of Software shown in the Software Table in parentheses adjacent to a type of Operating Software. m) "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, except in line item xxx to which r) applies. n) "Operating Module" means any item of Software listed but not in parentheses in line items i through ix. o) "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. p) "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 sublicensed) 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. q) "Software Table" means the table of TAN Software Modules licensed hereunder, shown on the 3rtl page of this Agreement immediately following the Cover Page. r) "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. s) "User" means a person who accesses and uses any of the Software to access, use or affect the Enterprise Database in any manner whatsoever. t) "Acceptance Procedure" means the process whereby the City verifies in writing that the software has been installed and implemented, all user training has been completed, and the software is being used in live operation to process facility reservations and activity registration on a daily basis. City will have deemed to have accepted the product if it has riot notified TAN of said verification within ninety (90) days of initial installation. 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. 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) Operating Modules - For every Operating Module licensed pursuant to the Software Table the Customer may i) Install the Operating Module upon as many Client Workstations as the Customer wishes, and ii) Permit Users to use such Operating Modules to access the Enterprise Database on the Database Server provided that only the number of copies of any particular Operating Module licensed pursuant to the appropriate line items may be in Concurrent Use. The Active Network Ltd. Page 3 of 9