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11.2 Client agrees to receive notifications regarding free
<br />product, promotional items, and giveaways at Client's
<br />Event(s) or facility(ies), but Client may opt not to receive the
<br />items from Active. Client's customers who register for, sign
<br />up, or otherwise interact with the Online Services ( "End
<br />Users ") may opt -in to receive information, items, or
<br />promotions /deals from Active, in which case, Active will be
<br />responsible for fulfillment and for providing customer service
<br />for any such offers.
<br />11.3 Client acknowledges that Active: (a) does not monitor or
<br />police communications or data transmitted through the Hosted
<br />Software or Online Services by Client or any third party, or
<br />any communications or data transmitted by any third party
<br />suppliers through the Hosted Software or Online Services; (b)
<br />shall not be responsible for the content of any such
<br />communication or transmission; (c) shall have no liability of
<br />any kind with respect to any materials or information that
<br />Client inputs into or transmits, publishes, or distributes
<br />through the Hosted Software or Online Services; and (d) may
<br />remove or modify any such communication or transmission
<br />deemed offensive for which Active has received more than
<br />one complaint.
<br />12. LICENSE AND BRANDING
<br />Active hereby grants to Client a limited, non - exclusive, non-
<br />transferable license to display, reproduce, distribute, and
<br />transmit in digital form Active's name and logo in connection
<br />with promotion of the Online Services only in the manner
<br />approved of by Active during the term of this Agreement.
<br />Client hereby grants to Active a limited non - transferable
<br />license to use, display, reproduce, distribute, adapt and
<br />transmit in digital or printed form information provided by
<br />Client relating to its organization, including its name,
<br />trademarks, service marks and logo, in connection with the
<br />implementation and promotion of the Online Services;
<br />provided, however, that such use shall be as necessary to
<br />Active's performance under this Agreement. Client will use
<br />reasonable efforts to encourage adoption of the Online
<br />Services, including displaying Active's name and logo, in the
<br />form supplied by Active from time to time and in a manner
<br />approved by Active, in any medium used by Client to promote
<br />its programs or services to prospective participants.
<br />13. INFORMATION COLLECTION AND
<br />AUTHORIZED USERS
<br />Active may collect certain information from individuals as
<br />part of a registration process. Client may login to Active's data
<br />management system to access this information. Both parties
<br />agree to use the collected information in compliance with (i)
<br />all applicable laws, rules and regulations, including, without
<br />limitation, those governing online privacy and use of credit
<br />card data (i.e. using credit card information only for purposes
<br />authorized by the cardholder); (ii) applicable Payment Card
<br />Industry Data Security Standards; and (iii) Active's privacy
<br />policy as published oil its website. Client is solely responsible
<br />for the security of its login information, authorization
<br />credentials, and similar access information (collectively
<br />Last revised October 4, 2013
<br />"Login Information ") and for the use or misuse of such Login
<br />Information. Client agrees to only allow access to and use of
<br />the Products to its authorized users. Client acknowledges and
<br />agrees that Active may provide access to or use of the
<br />Software and Services to anyone utilizing Client's Login
<br />Information or who is otherwise authorized by Client to use or
<br />access the Software and Services on Client's behalf Client is
<br />responsible for such users' compliance with the terms and
<br />conditions of this Agreement. Active may suspend or
<br />terminate any such user's access to the Software and Services
<br />upon notice to Client if Active reasonably determines that any
<br />such user has violated the terms and conditions of this
<br />Agreement or is otherwise using the Products for suspect
<br />purposes. Client will immediately either notify Active in
<br />writing or disable such user's access if any previously
<br />authorized Client user is no longer authorized to use the Login
<br />Information or otherwise use or access the Software and
<br />Services. Active may rely, without independent verification,
<br />on such notice, and Client, inclusive of Client's parent,
<br />subsidiary and affiliate entities, as applicable, and each of their
<br />respective officers, directors, managers, shareholders, owners,
<br />agents, employees, contractors, and representatives covenant
<br />not to sue and agree to defend, indemnify, and hold harmless
<br />Active for any claims arising from Active providing, denying,
<br />suspending, or modifying access to or use of the Software and
<br />Services of any individual as directed by Client or by someone
<br />who Active reasonably, under the circumstances, believes is
<br />authorized to act on behalf of Client.
<br />14. FEES FOR HOSTED SOFTWARE
<br />14.1 Transaction fees.
<br />(a) Client shall pay to Active the Hosted Software service
<br />fees ( "Service Charge(s) ") as set out in the applicable
<br />Schedule.
<br />(b) In cases where Active's banking or financial partners or
<br />similar service providers impose changes in processing costs
<br />payable by Active, Active reserves the right to modify Service
<br />Charges to reflect such changes. Active further reserves the
<br />right to modify the Service Charges once per calendar year,
<br />provided that any increase will not exceed ten percent (10 %).
<br />Client agrees to such changes unless Client provides Active
<br />with written objection to such charges within thirty (30) days
<br />from the date such change is implemented.
<br />(c) Active will be responsible for collecting all payments
<br />processed through the Online Services and all Service Charges
<br />assessed by Active. On a bi- weekly basis, unless otherwise set
<br />forth in the applicable Schedule, Active will pay Client sums
<br />due to Client based on the total registration fees collected, net
<br />of Active's Service Charges as set forth in the applicable
<br />Schedule and any other deductions provided herein.
<br />(d) If Client enters transactions at fee amounts less than
<br />those actually charged to Client's Users, thus reducing or
<br />avoiding applicable Service Charges, such action shall
<br />constitute a material breach of this Agreement.
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