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applicable. The Manufacturer is The Active Network, Inc. or
<br />one of its Affiliates or subsidiaries.
<br />5.2 Export Restrictions. The Products may include
<br />encryption software or other encryption technologies that may
<br />be controlled for import, export, or purposes under the laws
<br />and regulations of the countries and /or territories in which the
<br />Products are used ( "Applicable Law "). Client may not export,
<br />re- export, or assist or facilitate in any manner the export or re-
<br />export of, any portion of the Products, as determined by
<br />Applicable Law under which Client operates: (i) to any
<br />country on Canada's Area Control List; (ii) to any country
<br />subject to UN Security Council embargo or action; (iii)
<br />contrary to Canada's Export Control List Item 5505; (iv) to
<br />countries subject to U.S. economic sanctions and embargoes;
<br />and (v) to persons or entities prohibited from receiving U.S.
<br />exports or U.S. - origin items. Client hereby represents and
<br />covenants that: (i) to the best of Client's knowledge Client is
<br />eligible to receive the Products under Applicable Law;
<br />(ii) Client will import, export, or re -export the Products to, or
<br />use the Products in, any country or territory only in
<br />accordance with Applicable Law; and (iii) Client will ensure
<br />that Client's Users use the Products in accordance with the
<br />foregoing restrictions.
<br />5.3 Third Party Software and Open Source Components.
<br />The Software may contain open source components or other
<br />third party software of which the use, modification, and
<br />distribution is governed by license terms (including limitations
<br />of liability) set out in the applicable documentation (paper or
<br />electronic) or read me files.
<br />5.4 Restrictions; Acceptable Use Policies. Client shall: (i)
<br />use the Products exclusively for authorized and legal purposes,
<br />consistent with all applicable laws, regulations, and the rights
<br />of others, including privacy and anti- spamming laws; (ii) not
<br />reverse engineer, disassemble, or decompile any Products or
<br />prepare derivative works thereof; (iii) not copy, modify,
<br />transfer, display, or use any portion of the Products except as
<br />expressly authorized in this Agreement or in the applicable
<br />documentation; (iv) not contest or do or aid others in
<br />contesting or doing anything which impairs the validity of any
<br />proprietary or intellectual property rights, title, or interest of
<br />Active in and to any Products; (v) not obliterate, alter, or
<br />remove any proprietary or intellectual property notices from
<br />the Products in physical or electronic forms; (vi) not use the
<br />Products to transmit, publish, or distribute any material or
<br />information: (a) for which Client does not have all necessary
<br />rights and licenses, including any material or information that
<br />infringes, violates, or misappropriates the intellectual property
<br />rights of any third party; (b) that contains a computer virus or
<br />other code, files, or programs designed to disrupt or interfere
<br />with the functioning of the Products; or (c) that is or that may
<br />reasonably be perceived as being harmful, threatening,
<br />offensive, obscene, or otherwise objectionable; (vii) not
<br />attempt to gain access to any systems or networks that connect
<br />thereto except for the express purpose of using the Products
<br />for their intended use; (viii) not rent, lease, sublicense, resell,
<br />or provide access to the Products on a time -share or service
<br />bureau basis; and (ix) not input credit card information into
<br />Last revised October 4, 2013
<br />the Products or solicit the input of such information other than
<br />in pre- defined fields within the Products that are intended for
<br />that purpose.
<br />6. TERMINATION
<br />6.1 Termination. This Agreement will terminate on
<br />November 30, 2015, unless terminated:
<br />(a) at the option of either party if the other party materially
<br />defaults in the performance or observance of any of its
<br />obligations hereunder and fails to remedy the default within
<br />thirty (30) days after receiving written notice thereof; or
<br />(b) without limiting (a), at the option of Active if Client
<br />breaches its payment obligations, provided that the right of
<br />termination will be in addition to all other rights and remedies
<br />available to the parties for breach or default by the other, or
<br />(c) as allowed in Section 23.
<br />6.2 Suspension of Obligations. If either party should
<br />materially default in the performance or observance of any of
<br />its obligations hereunder, then, in addition to all other rights
<br />and remedies available to the non - defaulting party, the non -
<br />defaulting party may suspend performance and observance of
<br />any or all its obligations under this Agreement, without
<br />liability, until the other party's default is remedied, provided
<br />however that this Section will not permit Client to suspend its
<br />obligation to make any payments due for Products or Services
<br />that are unrelated to any default alleged against Active.
<br />6.3 Return of Materials. In the event of termination of this
<br />Agreement for any reason whatsoever, Client will
<br />immediately (i) return to Active all physical copies of
<br />Products delivered by Active to Client or otherwise in Client's
<br />possession or control, or (ii) if expressly permitted by Active,
<br />destroy all physical copies of the Products not returned to
<br />Active and delete all electronic copies of the Products from its
<br />systems and certify in writing to Active that such actions have
<br />all been completed.
<br />7. AUDIT AND MONITORING RIGHTS
<br />Active may, upon a minimum of seventy -two (72) hours
<br />written notice to Client, attend upon Client's premises and
<br />verify that the Products are being used only as permitted
<br />hereby. Such inspections shall be limited to a maximum of
<br />twice per calendar year, and will be performed only during
<br />Client's regular business hours and conducted in a manner as
<br />to minimize, to the extent reasonable, interference with
<br />Client's business. Further, Active may, using automatic means
<br />which do not interfere with the use of the Products by Client
<br />or Users other than as described in this provision, monitor at
<br />any time usage of the Products by Client and or its Users
<br />including through monitoring of the number of copies of any
<br />particular Module(s) in Concurrent Use,
<br />S. INTELLECTUAL PROPERTY RIGHTS
<br />8.1 Warranty of Title. Active warrants that it has all rights
<br />necessary to make the grant of license herein by having all
<br />right, title, and interest in and to the Products (other than Third
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