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ACTIVE NETWORK, THE 5-2015
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ACTIVE NETWORK, THE 5-2015
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Last modified
3/25/2020 8:17:34 AM
Creation date
6/15/2015 10:40:36 AM
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Contracts
Company Name
ACTIVE NETWORK, THE
Contract #
N-2015-097
Agency
PARKS, RECREATION, & COMMUNITY SERVICES
Expiration Date
11/30/2015
Insurance Exp Date
6/1/2017
Destruction Year
2020
Notes
was unable to find physical copy
Document Relationships
ACTIVE NETWORK (2) -2016
(Amended By)
Path:
\Contracts / Agreements\A
ACTIVE NETWORK, THE-2015
(Amends)
Path:
\Contracts / Agreements\A
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reasonable in order to meet the desired delivery date <br />described) after receipt by Active of a purchase order from <br />Client specifying the particular Third Party Products sought, <br />the number of such Third Party Products sought, the price <br />payable therefor, and the desired date and location of delivery <br />thereof. Any such purchase order must, at a minimum, <br />reference quantity, description and price. <br />24.3 Changes by Client to Delivery Schedule. Following <br />delivery by Client of any purchase order documentation <br />described in Section 24.2, no changes by Client to the <br />shipment schedule described therein will be permitted unless <br />Active is notified thereof in writing at least ninety (90) days in <br />advance of the delivery date sought in such purchase order <br />documentation. <br />24.4 Acceptance of Purchase Orders. Purchase orders <br />delivered by Client to Active in respect of Third Party <br />Products are not binding upon Active until accepted by Active <br />in writing. In any case, despite any indication to the contrary <br />contained in any such purchase order documentation, no terms <br />or conditions on purchase order documentation issued by <br />Client, other than the information required by Active as set <br />forth expressly in this Agreement, will be binding upon <br />Active, nor will any such terms or conditions modify or <br />supplement this Agreement in any way, notwithstanding the <br />fact that Active may accept or otherwise approve such <br />purchase orders. Active reserves the right to refuse any such <br />purchase order for any reason not contrary to this Agreement, <br />including without limitation pricing differences as described in <br />Section 25.2. <br />24.5 Additional Third Party Products. Client may purchase <br />Third Party Products in addition to those listed in a Schedule <br />by issuing additional purchase order documentation as <br />described herein, provided that the supply (or non - supply) of <br />such additional Third Party Products will be subject to this <br />Agreement as though such additional Third Party Products had <br />been included in a Schedule on the date of execution of such <br />Schedule subject to the following: <br />(a) the price for such additional Third Parry Products is <br />subject to agreement between the parties each in their own <br />absolute discretion, and <br />(b) Active shall have the right to discontinue delivery of <br />such additional Third Party Products upon at least ninety (90) <br />days written notice to Client without any liability to Client <br />whatsoever for such discontinuance. <br />25. CHARGES AND PAYMENTS <br />25.1 Prices. The pricing applicable to Third Party Products is <br />as set out in the applicable Schedule in the form finally agreed <br />to by the parties. <br />25.2 Pricing Variability. Client acknowledges that: <br />(a) the prices described in a Schedule are applicable for <br />six (6) months after the date of execution hereof, and such <br />prices are based upon Client taking delivery of the full number <br />Last revised October 4, 2013 <br />of any particular Third Party Product listed in the applicable <br />Schedule in a single shipment; and <br />(b) Client hereby agrees that after the expiry of such initial <br />six -month period or, in case of Client seeking, in a particular <br />shipment, delivery of less than all of the Third Party Products <br />of a particular type listed a Schedule, the actual prices may be <br />higher. Prior to shipment of any Third Party Products that <br />would be subject to pricing that differs from that described in <br />the applicable Schedule, Active will notify Client of any such <br />different pricing and Client will accept such different pricing, <br />as mutually agreed between Client and Active, in writing. <br />26. SUPPORT FOR THIRD PARTY PRODUCTS <br />For the purpose of isolating support issues and responsibility <br />in respect of Third Party Products and their interaction with <br />any Products, Active will provide initial first -tier support, to a <br />maximum of fifteen (15) minutes per support inquiry, for <br />Third Party Products, as further specified in the Support and <br />Maintenance Handbook. <br />27. PROPRIETARY RIGHTS <br />27.1 Third Party Proprietary Rights and Indemnity by <br />Client. Client acknowledges that any Third Party Products <br />supplied by Active hereunder are supplied by Active as a <br />reseller thereof and that the Third Party Products are subject to <br />the intellectual property rights of the various third party <br />developers and/or manufacturers thereof, as applicable, <br />including without limitation copyright, trade secret, trademark, <br />and patent rights. Client will maintain in confidence and not <br />use or 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 of such <br />rights, and Client will defend, indemnify and hold harmless <br />Active for any claim based on an allegation that any Third <br />Party Product provided to Client hereunder has been installed, <br />used, or otherwise treated by Client or any client or customer <br />of Client in violation of the proprietary rights of any third <br />party or on an allegation that Client or any client or customer <br />of Client has disclosed or used any confidential business or <br />technical information connected with any Third Party Product. <br />27.2 Additional Terms. Client acknowledges that the <br />possession, installation and use of Third Party Products may <br />be subject to additional terms and conditions accompanying <br />such Third Party Products at the time of delivery, <br />28. WARRANTY <br />28.1 Warranty. Active warrants to Client that Active 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 <br />that are software. <br />28.2 Warranties Provided by Third Party Suppliers. Third <br />Party Products are warranted by the manufacturers, suppliers <br />or licensors thereof in accordance with the warranty <br />statements accompanying delivery of the Third Party <br />
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