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ACTIVE NETWORK, THE 3-2013
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ACTIVE NETWORK, THE 3-2013
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Last modified
3/31/2017 12:43:49 PM
Creation date
10/22/2012 8:08:23 AM
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Contracts
Company Name
ACTIVE NETWORK, THE
Contract #
N-2012-130
Agency
PARKS, RECREATION, & COMMUNITY SERVICES
Expiration Date
10/31/2013
Insurance Exp Date
4/16/2013
Destruction Year
2017
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GENERAL TERMS <br />(a) the price for such additional Third Party Products is subject <br />to agreement between the parties each in their own absolute <br />discretion, and <br />(b) TAN shall have the right to discontinue delivery of such <br />additional Third Party Products upon at least ninety (90) days <br />written notice to Customer without any liability to Customer <br />whatsoever for such discontinuance. <br />z7. CHARGES AND PAYMENTS <br />27. i Prices. The pricing applicable to Third Party Products is as <br />set out in the Pricing Form in the form finally agreed to by the <br />Parties. <br />27.2 Pricing Variability. Customer acknowledges that: <br />(a) the prices described in Pricing Form are applicable for <br />six (6) months after the date of execution hereof, and such prices <br />are based upon Customer taking delivery of the full number of <br />any particular Third Party Product listed in Pricing Form in a <br />single shipment; and - <br />(b) Customer hereby agrees that after the expiry of such initial <br />six -month period or, in case of Customer seeking, in aparticular <br />shipment, delivery of less than all ofthe Third Party Products of <br />a particulaz type listed Pricing Form, the actual prices may be <br />higher. Prior to shipment of any Third Party Products that would <br />be subject to pricing that differs from that described in the <br />Pricing Form, TAN will notify Customer of any such different <br />pricing and Customer will accept such different pricing, as <br />mutually agreed between Customer and TAN, in writing_ <br />28. SUPPORT ROR THIRD PARTY PRODUCTS <br />For the purpose of isolating support issues and responsibility in <br />respect of Third Party Products and their interaction with any <br />Products, TAN will provide initial first -tier support, to a <br />maximum of Fifteen (15) minutes per support inquiry, for Third <br />Party Products, as further specified in the Support and <br />Maintenance Handbook. <br />29. PROPRIETARY RIGHTS <br />29.1 Third Party Proprietary Rights and Indemnity by <br />Customer. Customer acknowledges that any Third Party <br />Products supplied by TAN hereunder are supplied by TAN as a <br />reseller thereof and that the Third Party Products are subject to <br />the intellectual property rights of Che various third party <br />developers and /or manufacturers thereof, as applicable, including <br />�� <br />without limitation copyright, trade secret, trademark, and patent <br />rights. Customer will maintain in confidence and not use or <br />disclose any and all confidential business or technical <br />information connected with any Third Party Product except as <br />specifically permitted by a party having legal control oP such <br />rights, and Customer will defend or settle any claim made or any <br />suit or proceeding brought against TAN insofar as such claim, <br />suit, or proceeding is based on an allegation that any Third Party <br />Product provided to Customer hereunder a�td installed, used, or <br />otherwise treated by Customer in violation of the proprietary <br />rights of the third party provider or on an allegation that <br />Customer has disclosed or used any confidential business or <br />technical information connected with any Third Party Product, <br />provided that TAN will notify Customer in writing promptly <br />after the claim, suit, or proceeding is known [o TAN and will <br />give Customer such information and assistance as is reasonable <br />in the circumstances. Customer will have sole authority to <br />defend or settle any such claim at Customer's expense. Customer <br />will indemnify and hold TAN harmless from and against any and <br />all such claims and will pay all damages and costs finally agreed <br />to be paid in settlement of such claim, suit or proceeding. <br />29.2 Third Party Products which are Software. Customer <br />acknowledges that the possession, installation and use of all <br />Third Party Products which are software shall be governed by <br />the terms of the software licenses) of the persons other than <br />TAN who possess the rights to control such possession, <br />installation and use. <br />30. WARRANTY <br />30.1 Warranty. TAN warrants to Customer that TAN has the <br />right to deliver the Third Party Products subject to any <br />documentation accompanying such Third Party Products at the <br />time of delivery and /or any licensing mechanisms, physical, <br />electronic or otherwise, included in any Third Party Products that <br />are software. <br />30.2 Warranties Provided by Third Party Suppliers. <br />Third Party Products are warranted by the manufacturers thereof <br />in accordance with the warranty statements accompanying <br />delivery of the Third Party Producta, and Customer agrees that <br />Customer will rely solely on such Third Party Product warranties <br />and Customer shall make no claim against TAN on account of <br />any warranty, express or implied, which may apply to any Third <br />Party Product. <br />
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