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the version number to the right of the decimal point such as
<br />from Release 1.1 to Release 1.2.
<br />(v) "Schedule" means a schedule, quote, pricing form, order
<br />form, or similar document associated with this Agreement that
<br />lists the Products and Services provided by Active to Client
<br />hereunder and the related fees. The features, services, options,
<br />and fees may be described more fully on web pages describing
<br />the Software and Services, and/or in an applicable Schedule.
<br />Each Schedule will reference this Agreement or the Contract
<br />Number above (if applicable), must be signed by Client and
<br />will be governed by and incorporated into this Agreement.
<br />(w) "Services" means all Professional Services, Support and
<br />Maintenance, Online Services, and Other Services provided to
<br />Client by or on behalf of Active.
<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 -
<br />based and dial -in support and problem resolution to assist
<br />Client in the use of the Licensed Software, the Hosted
<br />Software, and Other Services and Products of Active as set out
<br />in the Support and Maintenance Handbook.
<br />(z) "Support and Maintenance Handbook" means the
<br />documents published by Active setting out the applicable
<br />service levels, processes, restrictions, and other particulars of
<br />Support and Maintenance provided in respect of the Software
<br />and Other Services and Products of Active, as amended from
<br />time to time upon notice to Client.
<br />(aa) "Support and Maintenance Start Date" means, for
<br />implementations performed by Active, the first day of
<br />implementation of the Licensed Software or ninety (90) days
<br />following the delivery of the Licensed Software, whichever
<br />occurs first, and upon delivery of the Licensed Software for
<br />implementations being performed by the customer or a 3`d
<br />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, Query Tool,
<br />System Maintenance, Upgrade Database and View
<br />Components.
<br />(cc) "Third Party Products" means those hardware,
<br />firmware and /or software products, provided to Active by
<br />third parties, listed in a Schedule, together with all user
<br />manuals and other documents accompanying the delivery of
<br />the Third Party Products, provided that the Third Party
<br />Products shall not include software developed by Active.
<br />(dd) "User" means a person who accesses and uses any of the
<br />Products in any manner whatsoever,
<br />(ee) "Version" means a version of the Licensed Software
<br />providing a particular functionality, while a new Version of
<br />the Licensed Software will provide new /additional
<br />functionality and /or improvements to a previous Version. New
<br />Versions will be denoted by a change to the version number to
<br />Last revised October 9, 2013
<br />the left of the decimal point such as from Version 1.0 to
<br />Version 2.0.
<br />(ff) "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
<br />hereof.
<br />2. CHARGES AND PAYMENTS
<br />2.1 Taxes. Client will pay all applicable sales, use,
<br />withholding and excise taxes, and any other assessments
<br />against Client m the nature of taxes, duties or charges however
<br />designated on the Services and Products or their license or use,
<br />on or resulting from this Agreement, exclusive of taxes based
<br />on the net income of Active, unless exempted by law and
<br />unless a valid tax exemption certificate has been provided to
<br />Active prior to invoicing.
<br />2.2 Currency. Unless otherwise indicated in a Schedule, all
<br />prices are in the currency of the country in which Client is
<br />located.
<br />2.3 Delivery. Delivery for Products supplied by Active
<br />under this Agreement will be deemed to have occurred F.O.B.
<br />origin, which in the case of Licensed Software and /or Hosted
<br />Software will typically be in the form of an email from Active
<br />providing a FTP (i.e. file transfer protocol) downloadable link.
<br />To the extent applicable, Client will be responsible for
<br />shipping and handling costs.
<br />2.4 Invoices /Payment. Active will provide invoices to
<br />Client for all amounts owing by Client hereunder. Payment of
<br />invoices is due within thirty (30) days from the date of
<br />invoice.
<br />3. CLIENT INFORMATION; CONFIDENTLALITY
<br />3.1 Client Information and Obligations. In order to assist
<br />Active in the successful provision of Services and Products to
<br />Client, Client shall (i) provide to Active information relating
<br />to Client's organization, technology platforms, systems
<br />configurations, and business processes and otherwise relating
<br />to Client that is reasonably requested by Active from time to
<br />time, (ii) make available such personnel assistance to Active
<br />as may be reasonably necessary for Active to perform
<br />hereunder; and (iii) carry out in a timely manner all other
<br />Client responsibilities set forth herein. Any delay by Client
<br />hereunder shall result in a day- for -day extension of Active's
<br />dependent obligations.
<br />3.2 Confidential Information.
<br />(a) In the performance of or otherwise in connection with
<br />this Agreement, one party ( "Disclosing Party ") may disclose
<br />to the other party ( "Receiving Party") certain Confidential
<br />Information of the Disclosing Party. "Confidential
<br />Information" means any information of either party, which is
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