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Software -Restricted Rights at 48 CFR 52.227-19, as applicable.
<br />The Manufacturer is The Active Network, Inc, Suite 300,10182
<br />Telesis Court, San Diego, California, United States, 92121.
<br />6.2 Eaport Restrictions. The Products may include encryption
<br />software or other encryption technologies that may be controlled
<br />for import, export, or purposes under the laws and regulations of
<br />the countries and/or territories in which the Products are used
<br />("Applicable Law"). Customer may not export, re-export, or
<br />assist or facilitate in any manner the export or re-export of, any
<br />portion of the Products, as determined by Applicable Law under
<br />which the Customer operates: (i) to any country on Canada's
<br />Area Control List; (ii) to any country subject to UN Security
<br />Council embargo or action; (iii) contrary to Canada's Export
<br />Control List Item 5505; (iv) [o countries subject to U.S.
<br />economic sanctions and embargoes; and (v) to persons or entities
<br />prohibited from receiving U.S. exports or U.S: origin items.
<br />Customer hereby represents and covenants that: (i) to the best of
<br />Customer's knowledge Customer is eligible to receive the
<br />Products under Applicable Law; (ii) Customer will import,
<br />export, or re-export the Products to, or use the Products in, any
<br />country or territory only in accordance with Applicable Law; and
<br />(iii) Customer will ensure that Customer's Users use the
<br />Products in accordance with the foregoing restrictions.
<br />6.3 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 />7. TERMINATION
<br />7.1 Termination. Intentionally deleted.
<br />7.2 Suspension of Obligations. Intentionally deleted.
<br />7.3 Return o[ Materiels. h1 the event of termination of this
<br />Agreement for any reason whatsoever, Customer will
<br />immediately (i) rettun to TAN all physical copies of Products
<br />delivered by TAN to Customer or otherwise in Customer's
<br />possession or control, or (ii) if expressly permitted by TAN,
<br />destroy all physical copies of the Products not returned to TAN
<br />and delete all electronic copies of the Products from its systems
<br />and certify in writing to TAN that such actions have all been
<br />completed.
<br />8. AUDIT AND MONITORING RIGHTS
<br />8.1 TAN may, upon a minimum of 24 hours written notice to
<br />Customey attend upon Customer's premises and verify that the
<br />Products are being used only as permitted hereby. Such
<br />inspections may occur a maximum of twice per calendar year,
<br />and will be performed only during Customer's regular business
<br />hours and conducted in a manner as to minimize, to the extent
<br />reasonable, interference with Customer's business. Further, TAN
<br />may, using automatic means which do not interfere with the use
<br />of the Products by Customer or Users other than as described in
<br />this provision, monitor at any time usage of the Products by
<br />Customer and or its Users including through monitoring of the
<br />number of copies of any particular Module(s) in Concurrent Use.
<br />9. INTELLECTUAL PROPERTY RIGHTS
<br />9.1 Warranty of Title. TAN warrants that it has all rights
<br />necessary to make the grant of license herein by having all right,
<br />title, and interest in and to the Products (other than Third Party
<br />Products) or as licensee of all such rights from the owner thereof.
<br />9.2 Intellectual Property. TAN and its licensors shall retain
<br />all right, title, and interest in and to the Products and the results
<br />of the Services and to all software, trademarks, service marks,
<br />logos, and trade names and other worldwide proprietary rights
<br />related thereto ("Intellectual Property"). Customer shall use the
<br />Intellectual Property only as provided by TAN, and shall not
<br />alter the Intellectual Property in any way, or act or permit action
<br />in any way that would impav TAN's or its licensors' rights in its
<br />Intellectual Property. Customer acknowledges that its use of the
<br />Intellectual Property shall not create in Customer ar any other
<br />person any right, title, or interest in or to such Intellectual
<br />Property. Any goodwill aceroing from the use of the Intellectual
<br />Property shall inure solely to the benefit of TAN or its licensors,
<br />as applicable.
<br />9.3 Restrictions. Customer will not anytime whether before or
<br />after [he termination of this Agreement:
<br />(a) reverse engineer, disassemble, or decompile any Products
<br />or prepare derivative works thereof;
<br />(b) copy, transfer, display, or use the Products except as
<br />expressly authorized in this Agreement or in the applicable
<br />documentation;
<br />(c) disclose, famish, or make accessible to anyone any
<br />confidential information received from TAN or make any use
<br />thereof other than as expressly permitted under this Agreement,
<br />which confidential information is deemed to include the source
<br />and executable code of the Software and all related
<br />documentation;
<br />(d) contest or do or aid others in contesting or doing anything
<br />which impairs the validity of any proprietary or intellectual
<br />property rights, title, or interest of TAN in and to any Products;
<br />or
<br />(e) obliterate, alter, or remove any proprietary or intellectual
<br />property notices from the Products in physical or electronic
<br />forms.
<br />10. INDEMNH+ICATION
<br />(a) IodemofOed Claims. Intentionally deleted.
<br />(b) IndemniticationClsims Procedure. The Indemnified Party
<br />shall promptly notify the indemnifying Party in writing of any
<br />Indemnified Claim, specifying the nature of the action and the
<br />total monetary or relief sought therein. The Indemnified Party
<br />shall cooperate with the Indemnifying Party at the Indemnifying
<br />Party's expense in all reasonable respects in connection with the
<br />defense of any such Indemnified Claim or Additional
<br />Indemnified Claim. The Indemnifying Party may upon written
<br />notice to the Indemnified Party undertake to control and conduct
<br />all proceedings or negotiations in correction therewith, assume
<br />and control the defense of such Indemnified Claims or
<br />Additional Indemnified Claims, and if it so undertakes, it shall
<br />also undertake all other required steps or proceedings to settle or
<br />defend any such Indemnified Claim or Additional Indemnified
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