Your use of TAN’s software as a solution product (“Software”) and products, software, services and web sites (referred to collectively as the “Services”) is subject to the terms set forth below (the “Terms”) and is between you and TAN. “TAN” means The Active Network, Inc. with a principal place of business is at 10182 Telesis Court, San Diego, CA 92121.In order to use the Software and Services, you must first agree to these Terms. You represent and warrant that you have the necessary and full right, power, authority, and capability to accept these Terms, to bind your organization, and to perform your obligations hereunder.  You can accept the Terms by:(i) clicking to accept or agree to the Terms, where this option is made available to you by TAN in the user interface for any Software or Service; (ii) where a link to these terms appears in an order form or other document provided to you by TAN; or (iii) by actually using the Software and/or Services. In the case of (iii), you understand and agree that TAN will treat your use of the Software and/or Services as acceptance of the Terms from that point onwards. You may not use the Software and/or Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with TAN, or (b) you are a person barred from receiving the Software and/or Services under the laws of the United States or other countries including the country in which you are resident or from which you use the Software and Services.You may not use the Software or Services if you do not accept the Terms. By accepting the Terms, you agree as follows:
1. Services. TAN will provide you access to its Software and Services related to your events, camps, licenses,classes, tickets, facility/equipment use, transactions, sales, memberships, reservations, donations, and/or activities (together, “Events”). The features, services, options, and fees may be described more fully in an applicable schedule, pricing form, order form, or similar document, referencing these Terms (each, a “Schedule”). Each Schedule will be governed by these Terms and incorporated herein by reference. You agree to provide us with certain information relating to your organization as necessary for us to provide the Software and Services. Software provided under these Terms is deemed delivered when made available to you.
2.License to Intellectual Property/Promotion.a) TAN retains all right, title, and interest in and to its Software and Services and any underlying software subject to the limited license provided by these Terms.
b) TAN hereby grants to you a limited, non-exclusive, non-transferable license (i) to use the Softwareand Services solely in accordance with the Schedule and these Terms, and (ii) to display, reproduce, distribute, and transmit in digital form TAN’s name and logo solely for the purposes set forth in this Section 2. You hereby grant to TAN a limited license to use information provided by you relating to your organization, which may include your organization’s name, trademarks, service marks, and logo, in connection with the promotion of your organizationor Events.
c) You will make reasonable efforts to promote and encourage the use and availability of the Software in connection with the promotion of your Events for which you are using the Software and Services. You will includeTAN’s name and logo in newsletters, printed registration forms or mailings provided by you to prospective participants (e.g., by inserting the following statement in any online or print media related to your Event: “Online Registration Powered by Active.com”). TAN will be the sole and exclusive provider of registration services similar to the Software and Services provided to you hereunder for each Event for which you are using TAN’s Software and Services duringthe term of these Terms.
d) You agree to receive notifications regarding free product, promotional items, and giveaways at your Event(s) or facility(ies),but you may opt not to receive the items from TAN. Registrants of your Events may opt-in to receive information, items, or promotions/deals from TAN; we will be responsible for providing customer service for any such offers.
e) Each party agrees to comply with all applicable laws, rules, and regulations relating to such party’s obligations hereunder.
3. Information Collection.TAN collects certain information from individuals as part of the registration process for your Events.You may login to our data management system to access this information. You are responsible for the security of your login information and for the use or misuse of such information by users authorized by you to use the Software and Services.You will immediately notify TAN in writing if any such users are no longer authorized.Both parties agree to use the collected information in compliance with (i) all applicable laws, rules and regulations, including, without limitation, those governing online privacyand use of credit card data (i.e. using credit card information only for purposes authorized by the cardholder);(ii) applicable Payment Card Industry Data Security Standards; and (iii) TAN’s privacy policy as published on its website.
4. Fees. a) You will pay the fees as more fully described in the applicable Schedule. For registration Software, unless otherwise set forth on the applicable Schedule, TANwill collect registration fees charged by you from individuals who register for your Events online, for the purposes of card association rules, as a merchant of record but not a seller of record. TAN will remit those sums to you,net of chargebacks and any other offsets, bi-weekly unless otherwise set forth in the applicable Schedule, less TAN’s service fees as set forth in the applicable Schedule.TAN may suspend its performance hereunder, including remitting payments, in the event it reasonably believes that the Software or Services are being used for fraudulent or other suspect purposes.If you have agreed to a minimum volume commitment in a Schedule, TAN also has the right to charge fees owed to it by you if your organization does not meet the agreed volume commitments and may collect those fees by issuing an invoice or by offsetting the deficiency from any account balance you maintain with TAN.  Any minimum volume commitment calculations will begin on the date that the Software is live for your Event(s). TAN may also reimburse itself for any chargebacks, returned items or overdue fees owed by you out of the registration fees it collects on your behalf by offsetting your account. If the Schedule indicates that you are paying on a subscription basis, you will be invoiced for the first year of subscription fees upon the first live operational use of the Software (“Go-Live Date”), with subsequent annual subscription fees being invoiced upon each anniversary of Go-Live Date.  Payment of subscription fees are due within thirty (30) days of your receipt of an invoice.All fees and prices are in United States Dollars unless otherwise specified.
b)All fees that are not directly collected by TAN as part of registration fees will be due from you within thirty (30) days from the end of the remittance cycle during which the fees accrued. These fees are displayed on your account statement. Past due fees shall accrue interest at the annual rate of ten percent (10%) per annum. In the event of delay in paying a fee, you agree to reimburse TAN for any fees incurred in its collection efforts. TAN may suspend or deactivate your account if your account is more than thirty (30) days past due.
c)TAN reserves the right to modify the fees once per calendar year, provided that any increase will not exceed twelve and a half percent (12.5%). TAN shall notify you at least thirty(30) days in advance of any such change. If we modify the fees, you can terminate these Terms at that time by providing written notice within thirty (30) days following the date the change is implemented.
d)As the seller of record, you will be solely responsible for, and will pay, any and all use, excise, sales or privilege taxes, duties, value added taxes, fees, assessments, or similar liabilities, chargeable by a governmental authority as a result of any Software or Service provided under these Terms. Taxes on TAN’s net incomeare excluded.
e)In the event you are entering into these Terms and seeking the Services for the benefit of a third-party event or organization (“Third Party Beneficiary”), you agreethat we may send registration fees collected by us directly to the Third Party Beneficiary.
5.Disclaimer of Warranty/Limitation of Liability. TAN EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE USE OF ITS SOFTWARE ORSERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THE SOFTWARE OR SERVICES WILL MEET YOUR REQUIREMENTS. SOFTWARE AND SERVICES ARE PROVIDED TO YOU ON AN “AS-IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. TANSHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR LOST PROFIT DAMAGES. TAN’S TOTAL AGGREGATE LIABILITYFOR ANY MATTER ARISING FROM OR RELATED TO THESE TERMSIS LIMITED TO THE AMOUNT OF FEES ACTUALLY PAID BY YOU AS CONSIDERATION FOR THE SOFTWARE AND SERVICES GIVING RISE TO SUCH CLAIM DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE.
6.Indemnification.a) Each party (the “Indemnifying Party”) shall defend, settle, and pay damages (including reasonable attorneys’ fees)(“Damages”) relating to any third party claim, demand, cause of actionor proceedings(whether threatened, asserted, or filed)(“Claims”) against the other party hereto (the “Indemnified Party”) to the extent thatsuch Claim is based upon: (i) the Indemnifying Party’sviolation of any applicable law, rule, or regulation; and/or (ii) provision, by the Indemnifying Party, of materials, products, or services as part of such party’s obligations hereunder that infringe the intellectual property rights of any third party provided that such materials, products, or services are used in accordance with these Terms. 
b)You shall further defend, settle, and pay Damages relating to Claims to the extent based on (i) injury or death to a person or damage to property resulting from the participation in an Event operated by you in connection with the Software and/or Services; and/or (ii) brought by a Third Party Beneficiary that relate to or arise from your negligence, wrongdoing,or lack of authority to act on behalf of such third party.For the purposes of Sections5 and 6, reference to TAN shall also include its suppliers and licensors.
7.Term and Termination. The term of these Terms shall be for three (3) years from the Effective Date with automatic renewals for three (3) year terms thereafter, unless either party gives written notice to the other party to terminate these Terms no less than twelve (12) months prior to the expiration of the then-current term.Either party may terminate these Terms: (a) upon a material breach by the other party, if such breach is not cured within thirty (30) days following written notice to the breaching party; or (b) where the other party is subject to a filed bankruptcy petition or formal insolvency proceeding that is not dismissed within thirty (30) days.
8.Miscellaneous. a) Any notices required to be given under these Termsshall be in writingsent to the address set forth below for you or, in the case of TAN, to the address set forth above to the attention of General Counsel. Notices will be deemed received the next day if sent via overnight mail or courier with confirmation of receipt, or three (3) days after deposited in the mail sent certified or registered.
b) These Termsare non-assignable without the written consent of the other party, except that TAN may assign without consent: (i) its rights to receive payments; or (ii) to an affiliate or in connection with any sale of or any other transaction involving the transfer of more than fifty percent of its voting securities or assets. Any assignment in violation of these Terms will be void.
c) These Terms shall be governed by the laws of the State of California,without giving effect to the conflict of laws provisions thereof.Neither the United Nations Convention of Contracts for the International Sale of Goodsnor the Uniform Computer Information Transactions Actshall apply to these Terms. Any legal action or proceeding relating to these Terms shall be instituted only in any state or federal court in San Diego County, California. In any action or suit to enforce any right or remedy under these Terms or to interpret any provision of these Terms, the prevailing party shall be entitled to recover its costs, including reasonable attorneys' fees.
d) These Terms contains the entire understanding of the parties regarding the subject matter hereof and can only be modified or amended by a subsequent written agreement executed by both parties. 
e)Sections 2, 3, 5, 7, and 8of these Termsand any fees owed by you shall survive any termination or expiration of these Terms.
f)If any provision of these Terms is held unenforceable by a court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of these Terms shall continue in full force and effect. 
g)No waiver of any provision of these Terms or any attachment shall be effective unless it is in writing and signed by the party against which it is sought to be enforced. 
h) Neither party will be deemed to be in default hereunder, or will be liable to the other, for failure to perform any of its obligations under these Terms to the extent that such failure results from any event or circumstance beyond that party’s reasonable control. 
