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GENERAL TERMS FORM OF ACTION (IN CONTRACT OR TORT OR OTHERWISE), THEN: (a) THE AGGREGATE LIABILITY OF TAN TO CUSTOMER IN CONNEC'T'ION WITH THE PRODUCTS AND THE SERVICES WILL . BE LIMITED TO THE AMOUNT OF FEES ACTUALLY PAID BY CUSTOMER TO TAN AS CONSIDERATION FOR THE PRODUCTS AND SERVICES GIVING RISE TO SUCH CLAIM DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE; AND (b) IN ANY CASE CUSTOMER MAY NOT BRING OR INITIATE ANY ACTION OR PROCEEDING AGAINST TAN ARISING OUT OF THIS AGREEMENT OR RELATING TO ANY PRODUCTS OR SERVICES PROVIDED HEREUNDER MORE THAN TWO YEARS AFTER THE RELEVANT CAUSE OF ACTION HAS ARISEN. 5.5 SEPARATE ENFORCEABILITY. SECTIONS 5.1 THROUGH 5.4 ARE TO BE CONSTRUED AS SEPARATE PROVISIONS AND WILL EACH BE INDIVIDUALLY ENFORCEABLE. 5.6 For the purposes of this Section 5, reference to TAN shall also include its suppliers and licensors. 6. RESTRICTIONS 6.1 U.S. GOVERNMENT RESTRICTED RIGHTS. The Products are provided with restricted rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c) (1)(ii) of The Rights in Technical Data and Computer Software clause at DFARS 252.227 -7013, or subparagraphs (c) (1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227 -19, as applicable. The Manufacturer is The Active Network, Inc., 1 O1 82 Telesis Court, San Diego, California, United States, 92121. 6.2 Export Restrictions. The Products may include encryption software or other encryption technologies that may be control led for import, export, or purposes under the Iaws and regulations of the countries and /or territories in which the Products are used (" Applicable Law "). Customer may not export, re- export, or assist or Facilitate in any manner the export or re- export of, any portion of the Products, as determined by Applicable Law under which the Customer operates: (i) to any country on Canada's Area Control List; (ii) to any country subject to UN Security Council embargo or action; (iii) contrary to Canada's Export Control List Item 5505; (iv) to countries subject to U.S. economic sanctions and embargoes; and (v) to persons or entities prohibited from receiving U.S. exports or U.S.- origin items. Customer hereby represents and covenants that: (i) to the bast of Customer's knowledge Customer is eligible to receive the Products under Applicable Law; (ii) Customer will import, export, or re- export the Products to, or use the Products in, any country or ten-itory only in accordance with Applicable Law; and (iii) Customer will ensure that Customer's Users use the Products in accordance with the foregoing restrictions. 6.3 Third Party Software and Open Source Components. The Software may contain open source components or other third party software of which the use, modification, and distribution is governed by license terms (including limitations of liability) set out in the applicable documentation (paper or electronic) or read me files. TERMINATION 7.1 Termination. This Agreement will terminate: (a) at the option of either party if the other party materially defaults in the performance or observance of any of its obligations hereunder and fails to remedy the default within thirty (30) days after receiving written notice thereof; and (b) without limiting (a), at the option of TAN if Customer breaches section 2 of this Agreement, provided that the right of termination will be in addition to all other rights and. remedies available to the parties for breach or default by the other. 7.2 Suspension of Obligations. If either party should materially default in the performance or observance of any of its obligations hereunder, then, in addition to all other rights and remedies available to the non - defaulting party, the non - defaulting party may suspend performance and observance of any or all its obligations under this Agreement, without liability, until the other patty's default is remedied, provided however that this section will not permit Customer to suspend its obligation to make any payments due for Products or Services that are unrelated to any default alleged against TAN. 7.3 Return of Materials. Tn the event of te��ttination of this Agreement for any reason whatsoever, Customer will immediately (i) return to TAN all physical copies of Products delivered by TAN to Customer or otherwise in Customer's possession or control, or (ii) if expressly permitted by TAN, destroy all physical copies of the Products not returned to TAN and delete all electronic copies of the Products from its systems and certify in writing to TAN that such actions have all been completed. 6. AUDIT AND MONITORING RIGHTS TAN may, upon a minimum of 24 hours written notice to Customer, attend upon Customer's premises and verify that the Products are being used only as permitted hereby. Such inspections shall be limited to a maximum of twice per calendar year, and will be performed only during Customer's regular business hours and conducted in a manner as to minimize, to the extent reasonable, interference with Customer's business. Further, TAN may, using automatic means which do not interfere with the use ofthe Products by Customer or Users other than as described in this provision, monitor at any time usage of the Products by Customer and or its Users including through monitoring of the number of copies of any pazticulaz Modules) in Concurrent Use. 9. INTELLECTUAL PROPERTY RIGHTS 9.1 Warranty of Title. TAN warrants that it has all rights necessary to make the grant of license herein by having all right,