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Z WWONETWORK Terms and Conditions of Software License Agreement
<br />9.2. Force Majeure - Dates or times by which either party is required to perform under this Agreement, excepting the payment of
<br />any fees or charges due hereunder, will be postponed automatically to the extent that any party is prevented from meeting them
<br />by causes (other than inability to pay) beyond its reasonable control.
<br />9.3. Notices - All notices and requests in connection with this Agreement will be given to the respective parties in writing and will
<br />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,
<br />providing a hard copy acknowledgment of such successful faxed notice transmission or evidence of such couriering, as
<br />applicable, is retained. Notice may also be deposited in the Canadian mails (or if the Customer is resident outside Canada and is
<br />rendering the notice, in the mails of that country), postage pre -paid, certified or registered, return receipt requested, and
<br />addressed to the parties as indicated on the face of this Agreement and receipt of any such notice will be deemed to be effective
<br />as of the third business day following such deposit.
<br />9.4. Governing Law - This Agreement and performance hereunder will be governed by the laws of the jurisdiction where the
<br />Database Server is situated excepting in the case of Louisiana when the laws of California will apply, or in the case of Quebec
<br />when the laws of Ontario will apply.
<br />9.5. Non - Assignability - This Agreement is not assignable by the Customer. Any assignment, purported assignment or attempt to
<br />assign by the Customer will be a material breach of this Agreement and will be void.
<br />9.6. Survival - Sections 4, 6, 7.3 and 9 of this Agreement will survive termination and expiration of this Agreement.
<br />9.7. U.S. Government Restricted Rights - The Software and documentation are provided with restricted rights. Use, duplication, or
<br />disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c) (1)(ii) of The Rights in Technical Data
<br />and Computer Software clause at DFARS 252.227 -7013, or subparagraphs (c) (1) and (2) of the Commercial Computer Software
<br />- Restricted Rights at 48 CFR 52.227 -19, as applicable. The Contractor/ Manufacturer is The Active Network N.A. Inc., Suite 300,
<br />6400 Roberts Street, Burnaby, British Columbia, Canada, V5G 4C9.
<br />10.— INDEMNITY AND INSURANCE
<br />Section 10.01 Indemnification, Defense, Hold Harmless
<br />Each party shall protect, defend, indemnify and save and hold harmless the other party, its officers, officials, employees, and
<br />agents from and against any and all liability, loss, damage, expenses, costs (including without limitation costs and fees of litigation
<br />of any nature) arising out of or in connection with the indemnifying party's negligence or willful misconduct or the indemnifying
<br />party's breach of its obligations contained in this agreement except such loss or damage which was caused by the negligence or
<br />willful misconduct of the indemnified party. In the event the indemnified party is named as codefendant, the indemnifying party
<br />shall notify the indemnified party of such fact and shall represent the indemnified party in such legal action unless the indemnified
<br />party undertakes to represent itself as codefendant in such legal action, in which event the indemnified party shall bear its own
<br />litigation costs, expenses and attorney's fees. The indemnified party may make all reasonable decisions with respect to its
<br />representation in any legal proceeding.
<br />Section 10.02 Insurance
<br />In addition to the TAN's covenant to indemnify and hold harmless Customer, TAN shall obtain and furnish to Customer, a policy of
<br />commercial general liability insurance including motor vehicle coverage covering the License Area and Tan's Facilities. The policy
<br />shall indemnify Tan and Customer, their officers, agents and employees, while acting within the scope of their duties, against any
<br />and all claims arising out of or in connection with the License Area and TAN's Facilities, and shall provide coverage in not less
<br />than the following amount: combined single limit bodily injury, personal injury and property damage, liability, of $1,000,000 per
<br />occurrence. The Customer also requires an Additional Insured Endorsement, as attached and incorporated herein as Exhibit C.
<br />The policy shall name Customer, its agents, officers, employees and volunteers as Additional Insureds, and shall specifically
<br />provide that any insurance coverage which may be applicable to the License Area and TAN's Facilities shall be deemed excess
<br />coverage and that TAN insurance shall be primary. Under no circumstances shall the above - mentioned insurance contain a self -
<br />insured retention, or a "deductible" or any other similar form of limitation on the required coverage. Tan is required to give the
<br />Customer no less than thirty (30) days notice of cancellation or reduction in coverage. No cancellation provision in any insurance
<br />policy shall be construed in derogation of the continuous duty of TAN to furnish insurance during the term of this Agreement.
<br />11. Confidentiality
<br />If either party receives from the other party information which due to the nature of such information is reasonably understood to be
<br />confidential and /or proprietary, such party agrees that it shall not use or disclose such information except in the performance of
<br />this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance,
<br />but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential
<br />information includes not only written information, but also information transferred orally, visually, electronically, or by other means.
<br />Confidential information disclosed to either party by any subsidiary and /or agent of the other party is covered by this Agreement.
<br />The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly
<br />available sources; (b) is, through no fault of the receiving party disclosed in a publicly available source; (c) is in rightful
<br />possession of the receiving party without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e)
<br />is independently developed by the receiving party without reference to information disclosed by the Customer.
<br />The Active Network Ltd. Page 7 of 9
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