04-016.00 Active Network: RecWare Software~~
Purh r~nnt
RECITAL
A- This Purclase Agreement ("Agreement"} is between The Active network, )(nc- ~"Active 1Vetork', a Delaware
eorporatiorr, and The City of. Spokane a11ey, ~{"Purchase~'-
B. T'he parties hereto (the "Partie<s'"} desire to enter in#o this A~eemen# in order to provide for the purchase Arid sale
and to set forth certain representations, warranties, covenants, conditions, and ag~eernerrts made in conrrection with
and as an indupernent to such a transaetyon-
A~iR MINTS
!n cansidera#ion of the mutual covenants, a,~eemertts, represent~tians, warranties and conditions. herein contained, the
Mies hereto agree as follows=
ARTICI.I; .l - SAL. ADD PLTIHAI~
Sale and Purchase- Active ~letwork agrees to sell, and Purchaser agrees to purchase, licenses to operate certain soflware
products, computer lrardar~, technics! and other services, and other itt~rrrs as identified in Exhibit 11, which is attached and
is incorporated herein by reference- Active Network and Purchas~.~ rrcc that any future purchases of Licenses to operate
certain software products, computer hardware, technical and other services witil apply as add-ons to the existing Purchase
Agreement, offwarc .License Agreement, arrd software Subscription Agreement,
A. Taxes. 1=;xc~.pt for income taxes imposed on Active Network, all taxes arising out of this transaction urc tttc sole
olaligation of Purchaser, and shall be promptly p2~id what duc-
B- Payment- Active I~letwork shall invoice upon prxxJuct. shipmcn#, upon provision of services, or upon other dates that
ma}~ be mutually agreed to- All Active TVetwork invoices are due and payable no later than 45 days from the
ir~voicc da~kc,
Additional Agreements. Active Network and Purchaser agree t#rat products provided by Active I~Ictork are
xubjr:ct #xk the provisiar~ ofthc Aclivc iwlclwork License Agreement wltiich is aitache~ as lrxt~ibit B and
incorporated herein by reference, As a condition to the acceptance and performance ofthis Agreement, Active
Network grid Purchaser agree to enter into a separate oflware subscription Agrcernent which sha11 provide
software maintcnan services for software products funushed by Active Network. The separate oflware
ubscripticn Agreemen# shall be execu#ed ~ the Brune time as die acceptance pf this Agreement,
I}. Defirutlons. T7'te terms "Safh~+are" o£ "Product" or r'oftavare Prod`uct` hail mean non-exclusive and non-
transferable Licensed Program I~+1(ate£ials gr~ntod by Active Aletwork for Purchaser to operate such pmducks,
well as all related materials and dacumen#a#ion, either itt machine rcadahle ~ printer form.
E- Property Rights of Active i~etwork. All copies ofthe Licensed Program aterialslrmvided by ActiveTV~twork,
including translations, coinpilations, partial copies within modifications, derivative wanks and updatad works, are the
propcr[Y of Active I~Ietwork and ma}~ not be distributed by the Ptuchaserto any other pcraotrs, including other
licenses of the Licensed Program, without Active T~etwnrk's prior written consent.
F. Copyrit;ht NUtiCtS. Active Network shall have the unrestricted right to include copyright notices on all products
provided by Active Network, in a form or manner as chosen solely by Active Network. This form or manner may
include, but not limitul to, a writte,~n or text m~ sage, viewable button, link, or other methods or combinations of
these methods. Purchaser s~~rees to reproduce all copyright notices as provided by Active Network and agrees to
not make any adjustment or alterations to such copyright notices.
G_ Restricted Access. The Purchaser shall not provide, or otherwise make available, Licensed Program Materials in
any form without Active Network's prior written consent except to Purchaser employees, Active Network
employees, or oilier persons during the period they are on Purchaser premises for purposes specifically related to
the Purchasers authorized use of the Licensed Pro~-ram Materials.
H. Access by Active Nehvork Purchaser grants Active Network an unrestricted right to access any or all of
Purchaser's data that Purchaser publishes on the web or otherwise makes publicly available or accessible. Further,
Purchaser grants Active Network an unrestricted right to access any or all of Purchaser's data when required for
Active Network to perform its obligations to Purchaser.
I. Shipment and Delivery. Active Network shall ship products to Purchaser on the dates shown in Exhibit A, or on
other dates that may he mutually agreed to. Neither Active Network nor the Purchaser shall be r~csponsible for
delays resulting fiom acts beyond the control of each party. ThGSe include, but are not limited to, acts of God, riots,
acts of war, fire, earthquakes, epidemics, work stoppages, or disasters.
J. Replacement of Lost Materials. if Licensed Pro~am Materials are lost or damaged wh.ilc in the possession of the
Purchaser, Active Network shall replace them at a processing fee not to exceed S150.00. Any expedited
shipments requested by the Purchaser shall be at the Purchaser's expense.
K. Purchaser's Right to Use. The Purchaser's rights in the computer Software developed by Active Network may be
restricted by Active Network in accordance with this Agreement and in any duly exa;uted Attachment, Order, or
Schedule referencing this Agreement. However, the Purchaser shall have:
(1) Use of such Soflrware on computer processing units as dcf ncd in the attached Software License
Agreement; and
(2) Use of such Software with a backup system, provided that the backup system is solely used for
the purposes of an archival copy.
L. Acceptance by Purchaser. All products shall be deemed to be fully accepted by Purchaser unless Purchaser
notifies Active Network otherwise in writing within 60 days of shipment by Active Network.
)VL Damat*es or remedies. Purchaser agrees that, in no event, shall Active Network be liable for special,
consequE~ntial, incidental, punitive, or liquidated d~unages. Active Network's maximum agl,Trcgatc liability shall be
the lower of a) the amount charged by Active Network for software licenses provided under this agreement, or b)
the amount invoiced and roccived by Active Network if only a partial delivery or partial payment has been made.
N. Product documentation. Active Network shall provide product documentation for Active Network developed
products delivered to the Purchaser.
O. Unrestricted changes by Active Network Active Network may make changes as it deems fit to operating
procedures, programming languages, general purpose library programs, timing accessibility techniques, types of
hardware suppor~bility, product functionality, and other related areas.
P. Services Outside of this A~~recment. Tn the event the Purchaser requests arty services other than that includod
under this Agreement, and depending upon the availability of its personnel, Active Network shall u_se its best
efforts to famish such support in accordance with theie current published billing rates.
Q. Sever~abil.ity. I/ach provision of this Agreement is severable from all other provisions of this Almeemcnt and, if one
or more of the provisions of this Agreement shall be declared invalid, the remaining provisions of this Agreement
shall nevertheless remain in full force and effect.
R. Currency. All amounts referred to herein or otherwise payable pursuant to any tenor of this Agreement shall be
United States of America Dollars.
S. Prior Agreements. This Agreement represents the entirety of agreements between Purchaser and Active
Network and supersedes all prior agreements and understandings between Active Network and the Purchaser
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relative to Soti~~are and Software Support for the Software and/or Software Product(s), with the exception of the
separate Software Subscription Agreement (per Article 1, Section C). No change or attempted waiver of any
provision of this Agreement shall be binding unless cxprc~od in writing and signed by the party against whom the
same is sought to be enforced.
T. Term. This Agreement is effective from the date an which both parties execute this Agreement as set. forl.h on the
signature page herc.Ko and shall remain in effect until all provisions have been satisfied. The provisions of Software
Licenses and other restrictions for Licensed Program Materials shall survive inde6.nitely and past the termination
of all other provisions of this Agreement.
U. Amendments. No amendment to this Agreement shall be effective unless it is in writing and signed by the duly
authorised rcprescntative of both parties. No term or provision hereof shall be deemed waived and no breach
excused unless waiver or consent to breach is in writing. For purposes of the Agreement, the only authorized
representatives shall be:
Aetivc Network: Purchaser:
Duane Harlan, President of RecWare Division
Active Network The City of Spokane Valley
937 Enterprise Dc 11707 E Sprague Ave
Sacramento, CA 9582.5 Spokane Valley, WA 99206
V. Source Codc and Escrow of Software. Purchaser will not be provided with Active Network's source code.
Purchaser and Active Nerivork may choose to enter into a separate agreement for the escrow of Active
Network's source code, at an additional fee.
W. Title and Ownership. Purchaser's right of use shall remain subjec.-t to Active Nerivork's approval until all sums due
under this contract are paid.. Tf payment is not made when due, Purchaser agrees, upon request of Active
Network, to cease use of products which have not been paid for until full payment has been made to Active
Network.
X. Provision of Services. Purchaser agrees that Actve Network's sole obligation for on-site services and on-site
training is to supply a qualified installer or instructor for the designated number of service or trairrvtg hours. Active
Network neither warrants nor represents that after such training time any specific individual or individuals
desil-matcd by Purchaser will be able to properly use and operate the Products.
Y. Warranty of Products Manufactured by Active Network. Active Network warrants that upon delivery, Active
Network developed Products shall be in reasonable conformance with Active Network's printed documentation.
After delivery, should any part of the Licensed Program Materials media prove to be defective, Active Network
will provide a replacement Licensed Program Material media at no charge to Purchaser for a period of 60 days
from the date of original shipment by Active Network:. TtI1S IS THE ONLY WARRANTY MADE AS TO
THE PRODUCTS AND IS [N LIEU OF ALL OTHER WARRANTIES, EJG'RESSED, T'~TPLTED, OR
STA1"UTORY, INCLUDING THE WAItItANTY OF MERCHANTABILITY OR FITNESS FOR A
PAR1"ICULAR PURPOSE. IN NO EVEN'P SHALL ACTIVE NETWORK OR TTS EMPLOYEES BE
LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE OR OTHER INDIRECT, LNCIDENTAI, OR
CONSEQUENTIAL DAMAGES.
Z. Warranty of Products Not Manufactured by Active Network. Should Active Network provide products
manufactured by others ("Third Party Products"), Purchaser shall sock and obtain warranty service for such
products directly from the product manufacturer or authorized service center. With respect to Third Party
Products, Active Network makes no warranties, whether express or implied, including without limitation warranties
of merchantability or fitness for particular purpose.
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AA. Applicable Law and Venue. This Agreement shall be governed by the laws of the State of Califonua. Any action
or court prcx:ecding which may arise from this Agrct,~rrrent shall be heard in the Courts in the County of San Diego,
CA.
BB. Assignment. This Agreement may be assigned if Active Nehvork participates in any merger or similar transaction
in which a majority of Active Network's stock is transferred, provided that the assignee or successor assumes all
rights and obligations under this Agreement.
ARTTCLE 2 -OBLIGATIONS O): ACTIVE NETWORK
Active Network agrees to:
A. Maintain salts prices as described in the attached Exhibit A until the time of product shipment, unless
otherwise specified; and
B. Ensure that software products provided by Active Network arc in reasonable confotmanee with Active
Network's printed documentation, as long as they are operated on the recommended Active Nehvork
hardwan:, network, or other recommended platform.
ARTICLE 3 -OBLIGATIONS OF PURCHASER
Purchaser acknowledges that Purchaser's successful use of the software product and services purchased from Active
Network are dependent upon the Purchaser's own efforts in making the software product work for the Purchaser. Active
Network can only provide software and technical support and it can not be responsible for the Purchaser's practices and
the proper or improper use of the software. The Purchaser agrees to implement and perform reasonable practices and
procedures to ensure the successful use of the software product. A sample of such practices is attached as Exhibit C.
ARTICLE 4 -REPRESENTATIONS AND WARIZAN7'IES OF ACTIVE NETWORK
A. Active Network represents and warrants that, in addition to Article 1, Section Y:
(1) Active Network has not employed or retained any person or persons not generally associated with
Active Nehvork, except Active Nehork's representatives or regular employees, for the purpose
of soliciting or securing this Agreement. Active Network further warrants that it has not paid or
a}pecd to pay any company or person any fee, commission, pcrt;t,~ntage, brokerage fee, lift, or any
other consideration, contingert upon the award or making of this Agreement;
(2) Active Nctwark shall maintain, during the cyuipment delivery and installation process, insuruice
coverage's in the amount of $1 million General Commercial Liability, and worlanen's
compensation insurance;
(3) Each of the Licensed Pro~am materials shall reasonably conform to any product documentation
provided by Active Network, including, but not limited to, operating performance, timing
characteristics, ~md compatibility; and,
(4) Active Network shall defend the Purchaser against any claim that Licensed Program Materials
supplied hereunder infringe a trade secret or a patent or copyright enforceable in the United
States. To be eligible for Active Network's defense, Purchaser must:
a) Give Active Network prompt written notice of any such claim;
b) Allow Active Network to control and fully cooperate with Active Network in the defense and
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settlement negotiations;
c) Allow Acfive Network, at Active Network's option and expense, if such claim h~~s occurred
or in Active Network's judgment is likely to occur, to procure the right for the 1'urehascr to
continue using the Licensed Progrvn Materials or to replace or to modify them so that they
become non-infringing; and, if neither of the foregoing alternatives is available on terms which
arc reasonable in Active Network's judl,-ment, upon written request, the Purchaser shall return
the Licensed Program Materials to Active Network and Active Nctwo~k shall refund the total
amount the Purchaser paid Active Network; and,
d) Active Networ: shall have no obligation with respect to any such claim based upon the
Purchaser's modification of the Licensed Program Materials or their combination, operation or
use with data or programs not furnished by Active Network or in other than the Specified
Operating Environment.
ARTICLE 5 - REP.RIrSEN'1'ATIONS AND WARRANTIES OF PURCHASER
Purchaser represents and warrants that it will:
A. Not at any time sell, assign, or otherwise transfer Active Network's Software and/or Software Product(s), parts of
the Software and/or Software Product(s), or updates, changes, improvements or enhancements to the Software
and/or Software Product(s), or parts thereof, or provide to any third party any support described in this Agreement
for the Software and/or Software Product(s);
B. Weld in confidence the designs specifications and associated documentation of the Software and/or Software
Product(s) and shall disclose the Software and/or Softwanr Product(s) in confidence only to, and shall authorise
the use of the Software and/or Software Products) in confidence only by, its regular employees. The Purchaser
acknowledges that Active Network has expended substantial sums in creating its Softwaro and Software
Pralucts, incurs substantial additional experuye in maintaining them, and as a result, has and will continue to have
substantial proprietary interest and valuable trade secrets in them. These representations and warranties of the
Purchaser remain in full force and effect even if the Purchaser or Active Network elects to terminate this
Agreement, per Article 6; and,
C. Protect fmm disclosure to any third party all data stiudures, data layouts, table and fields names, and other similar
information which are delivered to Purchaser or are utilized by Active Network provided products. Purchaser
agrees that these shall not be published, communicated, transmitted, or revealed in any way to any third party
without the written consent of Active Network.
Article 6 -1'~RMITVATION AND CANCELLATION
T1rFtMJNATION AND CANCELLATION
A. Purchaser shall have the right to terminate this Agreement for Default, in the event that any one or more of the
following events of default occur or continue during the term of this Agreement:
(1) Active Network shall fail to deliver the Software or services required by this Agreement, after
having been notified in writing by Purchaser of its faihire and having been g*ivcn a b0 day cure and
correction period foe Active Network to achieve conformance.
B. Active Network shall have the right to terminate this Agreement for Default, in the event that any one or more of
the following events of default occur or wntinue during the term of this Agreement:
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(l) Purchaser shall fail to conform to the requirements of this Agreement, after having been notified
in writing by Active Networl: of its failure and having been given a 60 day cure and correction
period for Purchaser to achieve conformance; and
(2) Purchaser's failure to pay Active Network's invoices within 45 days of the date of Active
Network's invoice.
C. if Active Network terminates this Agreement for default by Purchaser, Purchaser shall pay Active Network, on a
pro-rated basis, for any products shipped by Active Network, and any services provided by Active Network, as of
the date of termination.
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ACCEPTED AND AGREED:
A ve etwo
Si~~h~ro
Name
~,-es,'~-.-~ ~y~ct!iJ~ lit `~~
Tide
~~2z~US~
Date
1'UItCHASER
City of Spok a Valley
Signature` ,~,/
Nam®: /- "'~P GI~So n
Title: ~a•-rcr t e cv~o-'h '°~ ~ ~'^~ ~f °''~
Dat®: ~ I~~~ ~ y
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p~rm,I, rtr~cslva.~-~,a
Safari SlandNrd Price Quote
Exhibit A
RecWare Safari Standard Edition Pricing for: The City of Spokane Valley, WA
Prepared by: Rich McGuire
Description City Unit Extension Notes
Customer Information
Number of Geographic SiteslLocations 1 NIA N!A A
Number of Workstations 5 NIA N/A B
Max Workstations Needed for Simultaneous Use 50% N/A NIA C
Anticipated Number of Concurrent User Licenses 3 NIA N!A D
Safari Core System
Safari Central, includes:
Fully Integrated ClientlServer recreation software
Includes MSDE database
Jntegrated Customer Account Management
Jntegrated Financial Tracking System
Integrated Dafa Reporting Engine
Integrated "Standard" Point of Sale
Integrated .AV1 Video HelplVideo Training
Basellncluded Goncun'ent user Licenses
(Items shown above represent a bundled
discount)
Safari Core System Investment
Software Applications (CIIenUServer)
Activity Registration
Facility Reservation
Membership Management
League Scheduling
Tournament Scheduling
Point of Sale (premium upgrade)
Inventory Control
Financial Interface
Crystal Reports (single user license)
Entity Relationship DiagramlEncyclopedia
Touch Tone Registration (English)
Touch Tone Registration (Spanish)
4-line Touch Tone expansion
Software Applications Investment
Internet Registration
ProActive Internet Registration, includes:
Web Hosting by The Active Network, Inc.
Internet Registration
Credit canal processing
Prepared on: 5 7r r2oa43~1~A84 Pricing is valid for 90 days.
Please call the RecWare sales department with any questions at 888-732-9273 (toll free)
3
1
1
0
0
0
0
0
1
0
0
0
0
0
1
$7,495
N1A
NIA
NlA
NIA
N1A
NIA
NIA
Incl.
Included
$1,995
NIA
NIA
N/A
N/A
N!A
$1,000
N/A
N/A
NIA
NIA
NIA
$7,495 E
$7,495
Included F
$1,995 G
$1,000 M
$2,995
$0
Included
Included
Included
S
grta G9.oacrwr~ra,
Safari Standard Price Quotc
Internet Registration Investment $fl
User Licenses
Base Concurrent User Licenses (shown above) 3 N/C N1C
Recommended Concurrent User License
Adjustment 0 NIA
Other Concurrent User License Adjustment 0 N/A
Total User Licenses S User License Investment 3 $0
Implementation 8 Supaort Services
Safari Std. Bundle- Trips to Customer Location' 1 N/C N/C
Safari Std. Bundle` Servfce Days, On-site 3 N/C N/C
Trips to Customer Location (Additional)' 0 $1,000 $0
Service days- On-Site (Additional) 2 $1,250 $2,540
Project Management Days (Active's offices) 1 $1,000 $1,000
Services Investment $3,St)0
('Travel fees are all-+nclusive)
Software Maintenance
W
X
Software Maintenance (annual) 1 $3,099 Y
Software Maintenance Investment $3,099
Total System Investment' $17,089
('Includes 1st Year Annual Maintenance)
(" Quote is subject to "Notes" explanation which Is attached)
Payment Schedule
Payment Due Upon Receipt of Software $10,490
Payment Due At Rendering Initial Services $ 6,599
(Note: Contract total to be invoiced within 120 days of order acceptance.)
Quotation Notes
A: Each separate community Denier or separate location is defined as a unique site.
B: This is the total number of workstations that could potentially be using the software
(regardless of whether they would use the system daily or just occasionally.)
C: Normal usage shows that a percentage of workstations are typically idle at any given
time, or users at these stations may be using software applications other than RecWare. A
50% license-to-station ratio is common; however, the percentage you need may vary based
on your business practices, season, or other factors.
D: This is the license-to-percentage of workstation ratio used for this quotation.
E: Safari Central includes the Microsoft MSDE database, which is recommended for up to 5
concurrent users. Customer is responsible to provide the appropriate computing
environment (as specified at www.recware.oom). Please ask your salesperson for details.
F: Activity Registration offers capability such as enrollment, refund, wait list processing, and
financial reporting.
Prepared on: 5f71200A4 Pricing Is valid for 90 days.
Please call the RecWare sales department with any questions at 888-732-9273 (toll free)
I~~~'~
~ou.(~;~~~act-w.r~r
safari Standard Fricc Quorc
Facility Reservation offers capability such as schednling facilities, producing perrrrit
contracts, invoicing, accounts receivable, and financial reporting-
H: Nf,
l: frUA,
.1: ~11A-
IC; h!!A,
~: lVl.
hll: Financial Interface creates an Ail export file using an Active-specified format.
customizations to this format, if necessary, are cr~argeable separatel~r and billed on an
#~ourly basis.
N' f~{A-
~: f+tl~4.
P: N1A.
Q: NlA.
#: IVlA.
ProActive allows activities to be automatically pasted ar~d become avajlable for online
registration at Active.cam. Active provides hosting, processing, and credit rani verification
services. Requires customer~upplied diai up Internet aooount,
T: NfA.
U' N{A-
If: hl~A.
IN; Examples of or~site services inciu~e ins#alling{loading software onto servers or
workstation, and staff training. ~Ictive personnel do r«ot install or configure customer
neiworks or workstations.
Project management days are r~ormall~r conducte~! ~t A€:tive{s offices and mar include
implerrtentation planning and other preparatory work.
1': oflware Nlaintenanoe is billed annually, and examples of services rendered include told
free telephone technic2~I support and regular software updates-
PrepBreQ on' 5f71~0~^'~+T Prising is valid for ~D days-
Plea&e c2~ll the Recare sales departrnent with any questions at 888-782-~73 (#oll flee}
Exhibit B
RecWare Software License Agreement and Registration Form
NOTE! Ln order for the limited warranty to apply, this License Agreement and Registration lxorm must he completed
immediately upon receipt of RecWare software and returned to Active Network within 60 days.
This agreement is between The Active Network, Inc., with its ofliec at 937 Enterprise I~rive, Sacramento, CA 95825, (hereafter called
"Active Network"), and the below named Purchaser of RecWare softwan;, hen;after Called "Licensee".
Product iVame(sl Serial # Version # Prodt~ct'I'~e (single, multi user, eSc.Z
RecWare Safari Central TI3A 3.4.20 Multi-user
RecWare Safari Standard Point of Salc TI3A 3.4.20 Multi-user
RecWare Safari Activity Registration TBA 3.4.20 Multi-user
RecWare Safari Facility Reservation T13A 3.4.20 Multi-user
Financiallnterfacc T13A 3.4.20 Multi-riser
RecWare Safari Hosted lntcrnct Registration 1'13A 3.4.20 Internet
TBA = To be assigned
Name of Licensed user /organization The City of Spokane Valley
Street address 11.707 E Sprague Ave
City, Statc/Provincc, Zip/Postal Code Spokane Valley, WA 99206
Telephone Number /FAX Number 509-921-1000
Contact Person /Installation Iaate Mike Jackson / TBA
Number of file servers 1 video monitors 6 Concurrent User Licenses 3
READ THE FOLLOWING TERMS CA.ItEFUI.I.Y t3EFQRE OPENTI`rG THE SOFTWARE D1SKJ'I"1"h PACKAGE. OPENING
THE PACKAGE CONTAINING T1~1E SOF'1'WAItH 1)I$ICETTES INDICATES YOUR COMPI-li'I'H AND UNCONDITIONAL
ACCEPTANCE OF THE 13ELO~V T'ER.MS AND CONDITIONS.
I..ICENSE
Active Network (hereafter called "Active Network") and any applicable sublicensors, upon licensee's acceptance of the following
terms and conditions, grants to licensee a non~:xclusive, nontransferable license to uce the software programs and related
documentation in the package(s) named above (hereafter referred to as the "software"). Software designated "network version" shall
be used oo a single file server only unless a "multi-site" network version has been purchased. Network and multi-site network
versions shall be loaded and/or operated simultaneously ran no more than the number of video monitors spcxi6ed above. Software
designated single user shall be installed and operational only on a single Computer system with a single video monitor. Licensee
agrees to pay for additional licenses if the software is used beyond the scope of this license in any way.
Licensee shall make no attempt to sublicense, assign, rent, sell, loan or transfer in any other manner the software or the rights or
obligations of this agreement without the prior written consent of Active Network Licensee's privileges under this agreement shall
automatically terminate, without notice to the licensee, for failure to comply with its terms.
The software is copyrighted, and licensee agrees to take all reasonable steps to protect the software, documentation, and related
materials from unauthorized copying or use. Licensee may make copies of the software far installation, backup, or archival purposes
only. Licensee agrees to retain possession of th. c original and all copies of the software, and all software updates that rosy be received
after the initial purchase. Unauthorized copying, reverse engineering, dc~ompiling, disassembling andJor creating derivative works
based upon the software is prohibited. Ownership and title to the software, including the copy of the software and the media upon
which it is stored and the associated documentation, are retained by Active Network.
LIMITED WARRANTY AND LIMITATIONS ON LIABILITY
Active Network warrants that if the enclosed magnetic diskettes or documentation are visibly damaged or in a defective condition at
the time that they are received, Acrivc Network shall replace them at no additional charge. Licensee must notify Active Network
within 10 days of receipt if such a defective condition occurs, and return the defective items to Active Network postage prepaid.
Active Network warmnts that if the software fails to reasonably conform to the specifications in the documentation and if the
nonconformity is reported to Active Network within 90 days from the date of shipment by Active Network, then Active Network shall
at its option either remedy the nonconformity or refund the License Fee to the Licensee upon return of the original and all copies of
the software and documentation to Active Network. Freight and/or installation/craning charges shall not be refunded. In the event of a
refund, this license shall terminate automatically. This limited warranty shall expire 90 days after the date of shipment by Active
Network.
LIMITATIONS
Active Network and any other third psrty vendors make no warranty, representation, or promise not expressly set forth in this
agreement. Active Network disclaims and excludes any and all implied warranties of merchantability and/or firness for a particular
purpose. Active Network, expressly, does not warrant that t:he software or documentation are without defect or error or that the
software will be uninterrupted or error free in its operation or that the software will satisfy licensee's requirements.
Active Network's aggregate liability arising Gom or relating to this agreement or the software or documentation, regardless of the
souru: or the form of action or claim-E.G. Warranty, Contract, Tort, Computer Malpractice, Fraud and/or any other- is limited to the
amount paid by the Licensee for the software, and in no case shall it exceed the Active Network suggested retail price of the software
on the Active Network price list in effect at the time of the purchase of the software license, whichever is less.
Active Network makes no warranty as to the compatibility with any brands or configuratmns of computer equipment or operating
systems.
Active Network shall nat, in any case, be liable for any consequential, incidental, special, liquidated, indirect or punitive damages in
any form or from any cause, including, but not limited to, loss of revenue, profits, data, coste incurred in recovering data, claims by
third parties, security of data or other costs resulting from this License Agreerneot. The entire risk as to the quality and performance
of the software is with the Licensee. Licensee's sole and exclusive remedy is set forth in this agreement. This agreement defines a
mutually agreed upon allocation of risk and Acrivc Network's process and fees reflect such allocation of risk.
GENERAL CONDITIONS
'Chis agreement shall be governed by the laws of the State of California. All disputes that may arise as a result of this agreement shall
be settled in the Courts in the County of San Diego, California.
°lliis agreement sets forth the entire undcrst<Yndi.ng and agreement between Active Network and Liccnsrx: and may be amended only in
writing that is signed by an authorized officer or representative of both parties.
NO THIRD PARTY VENDOR, DISTRl13U"f 01t, 17EALEk, RETAILER, SALES PERSON OR O°I'HER PERSON IS
AUTHORIZED BY ACTIVE NETWORK '1'O M0171FY THIS AGREEMENT OR MAKE ANY R~ARRANTY,
REPRESENTATION OR PROMISE WH1CEl LS IaIFFERENT THAN, OR TN ADDITION 'TO, THE WARRANTIES,
REPkESENTATIONS OR PROMISES OF THIS AGREEMENT.
This license is effective for the useful life of the software. Active Network may terminate this licence at any time by notice to the
licensee should licensee breach the teens of this agreement. Licensee agrees to return the original and all copies of the licensed
software and documentation within 30 days of the termination of this agreement.
if any provision of this agreement is held invalid or not enforceable, that provision or action shall be limited to that specific provision
and action and all other provisions of this agreement which protect Active Network shall remain in effect.
Licensee hereby wamrnts and certifies that no software shall be made available for export from the United States and/or Canada.
BY SIGNING OF TEAS AGREEMENT OR OPENING 'I'EiE DISKETTE PACKAGE LICENSEE ACICNOWLI;UGE•S TO HAVE
READ AND UNDERSTOOD THJS AGREEMENT' AND AGREES TO BE BOUND BY ITS TERMS AND CONUI'I'IONS. This
agreement must be signed and returned to Active Network for the limited warranty to be in effect.
The undersigned warrants that he/she has the authority to bind the party he/she represents to this agreement.
City of Spokane
Signature i~~
Name: r°/~
Title: ~~
Date:
.mil i-rc-l-o .L
f
EXHIBIT C
Obligations of Purchaser
Purchaser agrees to:
A. Provide, properly maintain, and enhance as needed a stable source of electrical power and
a computing, network, and tclccommunications platform, equipment, and/or structure that
is appropriate to operate products and equipment provided by The Active Network;
B. Provide, properly train, and maintain adequate personnel and staffing to properly operate
and maintain equipment and products provided by The Active Network;
C. Create or form a committee of staff to function as a "core ln-oup" that will provide first
level support for questions or issues that arise;
D. Cn:ate a method or committee to evaluate and resolve internal differences and make
decisions that encourage continuity and a standardized method of operation;
E. Develop appropriate system and software security and data backup strategies and ensure
that the software and data is fully secure and protected and that the backup procedures arc;
fully and properly executed at all times. Purchaser agrees that Purchaser is solely
tt;sponsiblc for the software; and data security, integrity and accessibility of Purchaser's
data, Furthermore, Purchaser alnees that they understand the need to back up regularly
and protect their software and data and that The Active Network shall not be held liable
for security or loss of any data under any circumstances;
F. Provide a training facility, color overhead LCD projc;ctor, and workstations for staff to be
trained;
G. Conduct advance scheduling of training rooms and staff schedules of all personnel who
will receive training;
H. Conduct initial software setup functions and all data entry;
T. Conduc,-t initial parallel operation and continuing verification and manipulation of
transaction and financial data to the Purchaser's satisfaction before any products arc used
in a "live" environment;
J. Provide "System Administrator" staff at the beginning of the project, and make
appropriate adjustments to work responsibilities so that they may devote time as needed
for the initial training, initial wort: on the project, and for recurrent training and recurrent
work on the project;
K. Provide direction to recreation staff and managers so that they allocate time and resources
necessary to learn the new system and implement it;
L. Monitor the progress as the project begins, and respond effectively if the Center or staff
bcb*ins falling behind;
M. Promptly pay all invoices presented by The Active Networl: (within 30 days of invoice
date); and,
N. Not modify products and equipment provided by The Active Network Should Purchaser
make alterations or modifications, The Active Network shall have the right to charge for
any additional effort or services that are required or results from providing program
services of an altered Licensed Program or for a release that is not current.
RecWare Software Subscription Agreement
`T'his agreement is between The Active Network, 1nc., with its off cc at 937 Enterprise Urive, Sacramento, CA 9S82S, (hereafter
referred to as "Active Network', and the below named end-user of RecWare software, (hereafter referred to as "Purchaser").
Product Names) Serial if Tvoe (single. multi user. etc.) Annual Subscription~ee
RccWan Safari Central TBA 3.4.20 Multi-user See Below
RecWare Safari Standard Point of Sale TBA 3.4.20 Multi-user See Below
RecWare Safari Activity Registration TfJA 3.4.2Q Multi-user See Below
RecWare Safari Facility Reservation T13A 3.4.20 Multi-user See Below
Financial lnterface TBA 3.4.20 Multi-user See Below
RecWare Safari hosted Internet Registrat ion TBA 3.4.20 Internet Scc Below
7'BA ='1'o be assigned
Annual Subscription Fee Total: $3,099
Purchaser /Organization Name City of Spokane Valley
Street address 11707 ~ Sprague Ave
city, Shvte/Province, Lip/Postal Code Spokane Valley, WA 99206
Telephone Number / FA.X Number SU9-921-1(l0U
Primary software user: Mike Jackson
Starting Uate of Coverage "['BA
SERVICES TO BE PROVIDED BY ACTIVE NETWORK
Active Network agrees to provide Purchaser with access to its technical support personnel assigned to provide telephone support
assistance and other services. Active Network shall set the hours when technical support is available, and may change such hours
without notice.
Active Network's technical support personnel shall receive telephoned requests for assistance from Purchaser, and shall use their best
efforts to assist Purchaser with answers to their technical questions, and optionally, to provide suggestions regarding the use of
RecWare software in an effort w enhance the Purchaser's use of RecWare software.
Active Network agrees to perform research service for Purchaser that directly involves the use, coding or documentation of RecWare
software. Services that involve resolving problems, answering questions or research on issues or products beyond the scope of the
RecWare software products are not included in this agreement.
Active Network agrees to provide at na additional charge all updates, modifications and enhaocerments to the ReclVare software
modules listed above that are released by Active Network during the Subscription period. Software that is inteoduced or released as a
separate product i not included in this service. Active Network and Purchaser agree that all updates, modifications and enhancements
provided will become a part of the RecWare software identified by serial number above and that all agreements, licenses and
provisions related to title or use of that software shall apply. Releases of revisions, updates or modifications are provided with written
instructions for installation onto the system by trained users only.
Active Network agrees to make its best efforts under this Agreement but offers no guarantee as to the correctness, completeness or
timeliness of any serv ice provided under this Agreement.
TERM AND PRICE
The arutual cost of this agreement is payable in advance. This agreement shall take effect at noon on the date 1t is accepted by Active
Network and shall remain in effect for a minimu m period of one year from that date. At the conclusion of the initial one year period,
the agreement will automatically renew and Active Network shall invoice for the next year of coverage unless Purchaser cancels this
agreement in writing prier to the annual renewal date. Active Network may terminate this agreement in writing at any time. This
agreement may be amended in writing at any time upon the approval and execution by both parties.
PURCHASEI't RESPONSIBILITIES
R~rchaser agrees that the respancibility for operation, security, maintenance and service of their computer system, its hardware and
software: remains with Purchaser, and Active Network under no circumstances becomes liable to operate, maintain or otherwise
contml or be responsible for the use, security or functionality of Purchasers equipment, software or data_
Purchaser acknowledges that the purpose of this agreement is to maintain the RecWare software licensed for Purchaser's use and to
provide Purchaser with a resource for assistance in the use of RecWare software.
Because of the technical nature of the RecWare product, Purchaser agrees to desisnate a "primary software user." 'f'he primary
sofivvare user shall be authorized to contact Active Network fur assistance under this agreement. Other, non-primary software users
shall contact the primary software user al the site in order to obtain answers to their questions or other support. The primary sofiu~are
user is to be named at the beginning of this agreement, and may be changed by Purchaser at any time. Active Network, at its option,
may charge additional fuel to provide service and support to users that have not been named in this Agreement,
Purchaser agrees that they understand the need to regularly backup and protect their software and data and that AChVe Network shall
not be held liable for breaches of security ar loss of any data under any circumstances.
LIMITATIONS OF I,IABI:IIITY
The limitations of liability contained in the RecWare Software License Agreement and Registnttion form are fully applicable to all
updates, modifications, cnhanccmcnts, advice, technical service or any other product or service provided under this agreement.
Active Network and any other third party vendors make no warranty, representation or promise not expressly set foAh in this
agreement. Active Network, expressly, does not warrant that any software, service or documentation arc without defect or error or
that the software will be uninterrupted or error free in its opcrttion or that the software or service will satisfy Purchaser's
requirements.
Active Network's aggregate liability arising from or relating In this agreement or Active Network's software or documentation,
regardless of the source or the form of action or claim-E.G. Warranty, Contract, Tort, Computer Malpractice, Fraud and/or any other-
is limited to the single annual fee paid by Purchaser for this Agreement.
Active Network shall not, in any case, be liable for any consequential, incidental, special, liquidated, indirect or punitive damages in
any form or from any causo-including, but not limited to, Inss of revenue, profits, data, costs incurred in recovering data, claims by
third parties, security of data, or any other cosh resulting from this Agreement.
Purchaser's sole and exclusive remedy is set forth in this Agreement. This Agreement defines a mutually agreed upon allocation of
risk Find Active Network's process and fees reflect such an allocation of risk.
GENERAL CONDITIONS
This agreement shall be governed by the laws of the State of California. Any disputes ghat may arise as a result of this agreement shall
be settled in the Courts in the County of San Uicgo, California..
This a~'r~eement sets forth the entire understanding and agreement between Active Network and Purchaser and may be amended only
in writing that is signed by an authorized officer or representative of both parties.
NO THIRD PAR'T'Y YENI)OR, DISTRiRUTOR, DEALER, RETAILER, SALES PERSON OR OTHER PERSON IS
AUTHORI%ID KY ACTIVE NETWORK TO MODIFY THIS AGREF,M:FNT OR MAKE ANY WARRAt~ITY,
REPRESENTATION OR PROIVIISE WHICH IS DIFFERENT TEiAN, OR IN ADDITION TO, THE WAR.RAN7'IIS,
REPRESENTATIONS OR PROM17.ISES OF'CI:TIS AGRN E ME\T.
If any provision of this agrccmartt is held invalid or not enforceable, that provision or action shall be limited to that specific provision
and action and all other provisions of this agreement which protect Active Network shall remain in effect.
ACCEPTED:
~ ~2,vy
Actwe Networ Signature and Date
PURCHASER
City of Spoka
Signature.
Name:
Title:
Dat®:
i ?mac ~.~F-•~,---
ProActive Software Lioenso and Service Agreement
This agreement is between The Active Network, Inc., a Delaware corporation, with its office at 937 Enterprise Drive, Sacramento, CA
95825, (hereafter called "The Active Network°), and the below named Purchaser of the ProActive Software (hereafter called
"Licensee").
READ THE FOLLOWING TERMS CAREFULLY BEFORE OPENING THE SOFTWARE DISKETTE PACKAGE. SIGNING THIS
AGREEMENT OR OPENING THE PACKAGE CONTAINING THE SOFTWARE DISKETTES INDICATES YOUR COMPLETE AND
UNCONDITIONAL ACCEPTANCE OF THE BELOW TERMS AND CONDITIONS-
LICENSEE'S OBLIGATION
In consideration for a license to use ProActive Software, Licensee agrees to the following:
1. Licensee agrees to pay Active's published product purchase price and pay a 1 year software subscription (software
maintenance) service fee (annual maintenance is billed in advance).
2. Licensee agrees to include a URL address on each page of the Licensee's class and activity catalog and a one page
description of the Internet registration services provided by Active.oom,
3. Licensee agrees to provide a prominent URL link to the days and activity search and registration page at Active.com's
Web site from Licensee's website, ff and when such a Web site exists,
4. Licensee agrees to, at regular intervals as required by Active.oom, upload updated activities and download updated
registrations, and
5. Licensee will make best efforts to promote Internet registration through any means available including marketing
materials, answering machine messages and other community outreach programs.
The annual subscription cost of this agreement is payable in advance. This agreement shall take effect at noon on the date it is
accepted by Active.com and shall remain in effect for a minimum period of one year from that date. At the conclusion of the initial one
year period, the agreement will automatically renew and Active.oom shall invoice for the next year of coverage unless Purchaser
cancels this agreement in writing prior to the annual renewal date.
LICENSE TO USE SOFTWARE
The Active Network, upon Licensee's acceptance of the following teens and conditions, grants to Licensee a nonexclusive,
nontransferable license to use Active.oom's ProAcBve Software programs and related documentation {hereafter referred to as
"Software").
Each online registrant will pay the event registration fee charged by Licensee plus a processing fee equal to 6.5% of the registration fee
plus $0.50 with a minim um fee of $2.00. Active.oom will be responsible for collecting all fees and service charges. Fees collected from
online registrants will be sent to Licensee on the first and third Friday of each month and service charges will be retained by Active.com.
Licensee shall make no attempt to sublicense, assign, rent, sell, loan or transfer in any manner the Software or the rights or obligations
of this agreement without the prior written consent of The Active Network. Licensee's privileges under this agreement shaft
automatically terminate, without notice to the licensee, far failure to compty with the terms of this Agreement.
The Software is copyrighted, and licensee agrees to take all reasonable steps to protect the Software, documentation, and related
materials from unauthorized copying or use. Licensee may make copies of the Software for installation, backup, or archival purposes
only. Licensee agrees to retain possession of the original and all copies of the Software, and all Software updates That may be received
after the initial purchase. Unauthorized copying, reverse engineering, de-compiling, disassembling and/or creating derivative works
based upon fife Software is prohibited. Ownersh[p and title to the Software, any modfications or updates there, including the copy of
the Software and the media upon which it is stored and the associated documentation, are retained by Active.com at all times.
SOFTWARE SUBSCRIPTION SERVICES PROVIDED BY Tho Active Network
The Active Network agrees to provide Purchaser with access to technical support personnel, telephone support assistance and other
support services. Active.com shall set the hours when technical support is available, and may change such hours without notice.
The Active Network agrees to provide at no additional charge all upgrades, modifications and enhancements to the ProActive software
that are released by The Active Network during the Subscription period. Software that is introduced or released as a separate product
is not included in this service. The Active Network and Purchaser agree that all upgrades, modifications and enhancements provided
will became a part of the ProActive Software and that all agreements, licenses and provisions related to title or use of that Sofhvare as
set forth in this Agreement shall apply. Releases of revisions, upgrades or modifications are provided with written instructions for
installation onto the system by trained users only.
LIMITED WARRANTY AND LIMITATIONS ON LIABILITY
The Active Network warrants that if the enclosed magnetic diskettes or documentation are visibly damaged or In a defective condition at
the time that they are received, Active.cam steal replace them at no additional charge. Licensee must notify The Active Network within
30 days of receipt if such a defective condition occurs, and return the defective items to The Active Network postage prepaid.
ProAcuvc AGA1T.022tt00.0
The Active Network warrants that if the Software fails to substantially conform to the speaficafians in tl-e documentation and if the
nonconformity is reported to The Active Network within 90 days from the date of shipment by The Active Network, then The Active
Network shall, at its option, either remedy the nonconformity or refund the License Fee to the Licensee upon return of the original and
all copies of the Software and documentation to The Active Network. Freight and/or installatioNtraining charges shall not be refunded.
In the event of a refund, this license shall terminate automatically. This limited warranty shall expire 90 days after the date of shipment
by The Active Network.
Licensee agrees that the responsibility for operation, security, maintenance and service of their computer system, its hardware and
Software remains with the Licensee and under no circumstances becomes the liability of The Active Netv~~ork. The Active Network
makes no warranty as to th® compatibility with any brands or configurations of computer equipment or operating systems.
The Active Network makes no warranty, representation, or promise not expressly set forth in this agreement. The Active Network
disclaims and excludes any and all implied warranties of merchantability and/or fitness for a particular purpose. The Active Network,
expressly, does not warcant that the Software or documentation are without defect or error or that the Software will be uninterrupted or
error free in its operation or that the Software will satisfy licensee's requirements.
The Acti+~ Network's aggregate liability arising from or relating to this agreement or the Software or documentation, regardless of the
source or the form of action or claim is limited to the amount paid by the Licensee for the Software. The Active Network shall not, in any
case, be liable for any consequential, incidental, special, indirect or punitive damages in any form or from any cause, including, but not
limited to, loss of revenue, profits, data, costs incurred in recovering data, claims by third parties, security of data or other costs
resulting from this License Agreement.
GENERAL CONDITIONS
This agreement shall be governed by the laws of the State of Califomta. All disputes that may arise as a result of this agreement shall
be settled in the Gaurts in the County of San Diego, California.
This agreement sets forth the entire understanding and agreement between The Active Network and Licensee and may be amended
only in writing that is signed by an authorized officer or representative of both parties.
NO THIRD PARTY VENDOR, DISTRIBUTOR, DEALER, RETAILER, SALES PERSON OR OTHER PERSON IS AUTHORIZED BY
ACTIVE.COM TO MODIFY THIS AGREEMENT OR MAKE ANY WARRANTY, REPRESENTATION OR PROMISE WHICH IS
DIFFERENT THAN, OR IN ADDITION TO, THE WARRANTIES, REPRESENTATIONS OR PROMISES OF THIS AGREEMENT.
This license is effective for the useful life of the Software. The Active Network may terminate this license at any time by notice to the
licensee should licensee breach the terms of this agreement. Licensee agrees to return the original and all copies of the licensed
Software and documentation within 30 days of the termination of this agreement..
If any provision of this agreement is held invalid or not enforceable, that provision or action shall be limited to that specific provision and
action and all other provisions of this Agreement which protect The Active Network shall remain in effect
AGREED AND ACCEPTED:
The AcUtle Network
By. )u-/Z2 D ~
Name: ~Qlt.f ~ TJ~`u )u L~
TiHn• ~f/~1 ~~~ ~"t'~~1.///lam .l
PURCHASER
City of Spo j/
Signature!/~
Name: ~
~~
rtle:
Date:
Please enter effective start date of the one year service subscription fee Date: _
(effective start date will be the shipping date of the product based on fu[I payment of fee)
I'roAdive AChtT.022800.0
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