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GENERAL TERMS
<br />(v) "Release" means any release, update, patch, set of
<br />revisions, or bug /permanent fix or temporary bypass solution
<br />released by TAN to its custotners generally during the term of
<br />this Agreement, which provides enhancements and/or error
<br />corrections to the then - current Version or Release, and where a
<br />new Version has been released and no new Release has been
<br />released since the release of that Version, that Version wilF also
<br />constitute a Release for the purpose of determining whether
<br />Support or Maintenance is available with respect to that Version.
<br />New Releases will be denoted by an increase to the version
<br />number to the right of the decimal point such as from
<br />Release 1.1 to Release 1.2.
<br />(w) "Services" means all Professional Services, Support and
<br />Maintenance, Online Services, and Other Services provided to
<br />Customer by or on behalf of TAN.
<br />(x) "Software" means the Licensed Software and the Hosted
<br />Software as defined elsewhere in this section.
<br />(y) "Support' means the ongoing telephone, email, web -based
<br />and dial -in support aad problem resolution to assist Customer in
<br />the use of the Licensed Software, the Hosted Software, and
<br />Other Services and Products of TAN as set out in the Support
<br />and Maintenance Handbook.
<br />(z) "Support and Maintenance Handbook" means the
<br />documents published by TAN setting out the applicable service
<br />levels, processes, restrictions, and other particulars of Support
<br />and Maintenance provided in respect of the Software and Other
<br />Services and Products of TAN, as amended from time to time
<br />upon notice to Customer.
<br />(aa) "Support and Maintenance Start Date" means, for
<br />implementations performed by TAN, the first day of
<br />implementation of the Licensed Softwaze or 90 days following
<br />the delivery of the Licensed Software, whichever occurs first,
<br />and upon delivery ofthe Licensed Software for implementations
<br />being performed by the customer or a 3'd party vendor.
<br />(bb) "System Utilities" includes the following: Accounting
<br />Processes, Central Login, Log File, Copy Database, Maintain
<br />Database, MSDE Tool, Oracle Setup Utility, Queiy Tool,
<br />System Maintenance, Upgrade Database and View Components.
<br />(cc) "TAN" means The Active Network as referenced on the
<br />first page of this Agreement.
<br />(dd) "Third Party Products" means those hardware, firmware
<br />and/or software products, provided to TAN by third parties,
<br />listed in the Pricing Fotm, together with all user manuals and
<br />other documents accompanying the delivery of the Third Party
<br />Products, provided that the Third Party Products shall not
<br />include software developed by TAN.
<br />(ee) "Third Party Products Support" means assistance to
<br />isolate the source of problems and/or to troubleshoot difficulties
<br />resulting from sources other than TAN products or services, such
<br />as general network support (for example network access,
<br />printing, backup Rc restoration); PC hardware trouble shooting;
<br />PC setup, configuration and optimization; network operating
<br />system confguration and functionality; basic Microsoft
<br />Corporation "Windows" functionality (for example, using File
<br />Manager or Explorer), modem configuration 8c setup; data
<br />corruption due to lack of disk space; and loss of supervisor or
<br />other password, all as further set out in the Support and
<br />Maintenance Handbook.
<br />(ff) "User" means a person who accesses and uses any of the
<br />Products in any manner whatsoever.
<br />(gg) "Version" means a version of the Licensed Software
<br />providing a particular functionality, while a new Version of the
<br />Licensed Software will provide new /additional functionality
<br />and /or improvements to a previous Version. New Versions will
<br />be denoted by a change to the version number to the left of the
<br />decimal point such as from Version 1.0 to Version 2.0.
<br />(hh) "Workstation" means a computer attached to a local or
<br />wide -area network (including an Intranet), which accesses the
<br />Licensed Software or Enterprise Database.
<br />1.2 Headings. The headings contained in this Agreement are
<br />inserted for convenience and do not form a part of this
<br />Agreement and are not intended to interpret, define or limit the
<br />scope, extent or intent of this Agreement or any provision hereof.
<br />2. CHARGES AND PAYMENTS
<br />2.1 Taxes and Other Charges. Customer will pay all shipping
<br />8c handling costs and, unless exempted by law and unless a valid
<br />tax exemption certificate has been provided to TAN prior to
<br />invoicing, all applicable sales, use, withholding and excise taxes,
<br />and any other assessments against Customer in the nature of
<br />taxes, duties or charges however designated on the Services and
<br />Products or their license or use, on or resulting from this
<br />Agreement, exclusive of taxes based on the net income of TAN.
<br />Sales and any other applicable taxes, duties, or any other charges
<br />in the nature of taxes and duties are not included unless
<br />specifically identified as line iterns in the Pricing Form.
<br />2.2 Currency. Unless otherwise indicated in the Pricing Form,
<br />all prices era in the currency of the country in which the
<br />Customer is located.
<br />2.3 Delivery. Delivery for the Products supplied by TAN under
<br />this Agreement will be deemed to have occurred F.O.B. origin,
<br />which in the case of Licensed Softwaze and /or Hosted Software
<br />will typically be in the form of an email from TAN providing a
<br />FTP (i.e. £le transfer protocol) downloadable link.
<br />2.4 Invoiccs/Payment. TAN will provide invoices to Customer
<br />for all amounts owing by Customer hereunder. Such invoices
<br />are to be provided as indicated in the attached Schedules or
<br />Pricing Form, and subsequently due within 30 days from the date
<br />of invoice.
<br />3. CUSTOMER INFORMATION; CONFIDENTIALITX
<br />3.1 Customer Information. In order to assist TAN in the
<br />successful provision of Services and Products to Customer,
<br />Customer shall provide to TAN al] information relating to
<br />Customer's organization, technology platforms, systems
<br />
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