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(v) "Services" means all Professional Services, Support and
<br />Maintenance, Online Services, and other services provided to
<br />Customer by or on behalf of TAN.
<br />(w) "Servicea Table" means the table ofPre-Agreed services,
<br />together with associated costs, shown in the Pricing Form.
<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 />Customer in the use of the Licensed Software, the Hosted
<br />Software, and other services and products of TAN as set out in
<br />the Support and Maintenance Handbook.
<br />(z) "Support and Maintenance Handbook" means the
<br />documents published by TAN setting out the applicable service
<br />levels, processes, restrictions, and other particulars of Support
<br />and Maintenance provided in respect of the Software and other
<br />Services and Products of TAN, as amended from time to time
<br />upon notice to Customer.
<br />(aa) "Support Start Date" means, for implementations
<br />performed by Active, the first day of implementation of the
<br />Licensed Software or 90 days following the delivery of the
<br />Licensed Software, whichever occurs first, and upon delivery of
<br />the Licensed Software for implementations being performed by
<br />the customer or a 3rd party vendor.
<br />(bb) "System Utilities" includes the following: Accounting
<br />Processes, Central Login, Log File, Copy Database, Edit
<br />Database, Maintain Database, MSDE Tool, Oracle Setup Utility,
<br />Query Tool, System Maintenance, Upgrade Database and View
<br />Components.
<br />(a) "TAN" meams The Active Network as referenced on the
<br />fast page of this Agreement.
<br />(dd) "Third Party Producb" means those hardware, firmware
<br />and/or software products, provided to TAN by thud parties,
<br />listed in the Pricing Form, together with all user manuals and
<br />other documents accompanying the delivery of the Third Party
<br />Products, provided that the Third Party Products shall not
<br />include software developed by TAN.
<br />(ee) "Third Party Producb Support" means assistance to
<br />isolate the source ofproblemsand/or to troubleshoot difficulties
<br />resulting from sources other than TAN products or services, such
<br />as general network support (for example network access,
<br />printing, backup & restoration); PC hardware trouble shooting;
<br />PC setup, configuration and optimization; network operating
<br />system configuration and functionality; basic Microsoft
<br />Corporation "Windows" fimctionality (for example, using File
<br />Manager or Explorer), modem configuration 8z setup; data
<br />coruption due to lack of disk space; and loss of supervisor or
<br />other password, all as further set out in the Support and
<br />Maintenance Handbook.
<br />(tf) "User" means a person who accesses and uses any of the
<br />Products in any manner whatsoever.
<br />(gg) "Verobo" means a version of the Licensed Software
<br />providing a particular functionality, while a new Version of the
<br />Licensed Software will provide new/additional functionality
<br />and/or improvements to a previous Version. New Versions will
<br />be denoted by a change to the version number to the left of the
<br />decimal point such as from Version 1.0 to Version 2.0.
<br />(hh) "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 ofthis Agreement or any provision hereof.
<br />2. CHARGES AND PAYMENTS
<br />2.1 Taaes and Other Charges. Customer will pay all shipping
<br />&c handling costs and, unless exempted by law, all applicable
<br />sales, use, withholding and excise taxes, and any other
<br />assessments against Customer in the nature of taxes, duties or
<br />charges however designated on the Services and Products or
<br />their license or use, on or resulting from this Agreement,
<br />exclusive of taxes based on the net income of TAN. Sales and
<br />any other applicable taxes, duties, or any other charges in the
<br />nature of taxes and duties are not included unless specifically
<br />identified as line items in the Pricing Form.
<br />2.2 Currency. Unless otherwise indicated in the Pricing Form,
<br />all prices are in the currency of the country in which the
<br />Customer is located.
<br />2.3 Delivery. Delivery for the Products supplied by TAN under
<br />this Agreement will be deemed to have oceurred F.O.B. origin.
<br />2.4 Invoices/Payment. TAN will provide invoices to Customer
<br />for all amounts owing by Customer hereunder. Such invoices
<br />are to be provided as indicated in the attached Schedules or
<br />Pricing Form, and subsequently due within 30 days from the date
<br />of invoice.
<br />3. CUSTOMER INFORMATION; CONFIDENTIALITY
<br />3.1 Customer In[ormatiom. In order to assist TAN in the
<br />successful provision or services and products to Customer,
<br />Customer shall provide to TAN all information relating to
<br />Customer's organization, technology platforms, systems
<br />configurations, and business processes and otherwise relating to
<br />Customer as is reasonably requested by TAN from time to time.
<br />3.2 Contidentiallnformation.
<br />(a) In the perfornance of or otherwise in connection with this
<br />Agreement, one party ("Disclosing Party") may disclose to the
<br />other party ("Receiving Party")certain Confidential Information
<br />of the Disclosing Party. Confidential Information" means any
<br />information of either party, which is not generally known to the
<br />public, whether of a technical, business or other nature
<br />(including, but not necessarily limited to: trade secrets, know
<br />how, computer program source codes, and information relating
<br />to the customers, business plains, promotional and marketing
<br />activities, finances and other business affairs of such party);
<br />provided that the same is conspicuously marked or otherwise
<br />identified as confidential or proprietary information prior to,
<br />upon or promptly after receipt by the other party; and provided
<br />fiuther that the any software or software application server
<br />source code provided by TAN or its licensors shall be deemed to
<br />constitute Confidential Information without further designation
<br />by TAN. The Receiving Party will treat such Confidential
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