Hosted Global Services Agmt
active NETWORK
Active Community Solutions
937 Enterprise Drive I Sacramento, CA I 95825
Tel 916.925.9096 I Fax 916.925.0649
August 31, 2005
Mr. Ted Baird
Office of the Gty Attorney
Gty of Meridian
33 East Idaho Avenue
Meridian, ID 83642
Dear Mr. Baird:
Enclosed are two (2) Hosted Global Services Agreements for review and signature by the
Gty of Meridian, Idaho. Both original documents have been signed by The Active Network,
Inc. Once the Gty of Meridian has executed both documents, please return one of the
original documents to me for our files. You can send the document to:
Mr. Cyril Juanitas
Director, Business Development
Active Community Solutions
The Active Network, Inc.
937 Enterprise Drive
Sacramento, CA 95825
Thank you for all of your effort and consideration.
Sinn:;~t'
ci~tas
www.activecommunities.com
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.. active NETWORK
Hosted Global Services Aareement
This Hosted Global Services Agreement ("Agreement") is made effective as of August -' 2005 and entered into between The Active
Network, Inc., a Delaware corporation, ("Active" or "we" or "us") and City of Meridian ("you" or "your" or "Agency"). Active agrees to provide
you the Services (as defined below) subject to the following terms and conditions:
1.
Services.
We will provide you with access to a fully-hosted version of Active's hosted product, "the Product", through our website. To assist us in
the successful implementation and promotion of the Services, you agree to provide us with certain information requested by us relating
to your organization. The Services and the functionalities and features of the Product and related consulting fees are more specifically
described in Exhibit 1 attached hereto and made a part hereof.
2.
License to Intellectual ProDertv/Promotion.
a)
Active shall retain all right, title and interest in and to the Product and its software. trademarks, service marks, logo and trade
names worldwide ("Intellectual Property") subject to a limited license necessary to perform this Agreement. You shall use the
Intellectual Property only as provided, and shall not alter the Intellectual Property in any way, or act or permit action in any way
that would impair Active's rights in its Intellectual Property. You acknowledge that your use of the Intellectual Property shall not
create in you or any other person any right, title or interest in or to such Intellectual Property. Any goodwill accruing from the use
of the Intellectual Property shall inure solely to the benefit of Active.
Active hereby grants to you a limited, non-exclusive, non-transferable license (i) to use the Product in accordance with Active's
specifications. and (ii) to display, reproduce, distribute and transmit in digital form Active's name and logo in connection with
promotion of the Services. You hereby grant to Active a limited non-transferable license to use. display. reproduce, distribute,
modify and transmit in digital or printed form information provided by you relating to your organization, including your
organization's name, trademarks, service marks and logo. in connection with the implementation and promotion of the Services
and the promotion of your organization. You will make reasonable efforts to promote and encourage adoption of the Services.
including displaying Active's name and logo in any newsletters. printed registration forms or mailings provided by you to
prospective participants.
b)
3.
Information Securitv.
We will collect certain personal identifying information from users of the Service. Such information shall be stored on a secure remote
server. You may access this information at any time by downloading it from our servers using your private password and "login"
identifier. You will be responsible for protecting the privacy and security of any information that you retrieve from our servers and shall
insure the prevention of unauthorized or illegal use or dissemination of such information. All information collected by Active shall be
jointly owned by Active and you.
4.
Privacv.
Each party shall comply with all applicable laws, regulations and guidelines governing online privacy in fulfilling its obligations
hereunder and in collecting and using personal information about users of the Service. Active may use contact information provided by
users or by you to send information about our services or our partners to such users; provided, however, that users may opt out of any
such uses in accordance with our privacy policy. You agree to such uses and further agree that we may disclose information if we
believe, in good faith, that it is necessary in order to: (a) comply with the law, (b) enforce the terms and conditions of this Agreement. or
(c) protect the rights of you or us, to the extent that such disclosure is not othelWlse prohibited by any law or regulation.
5.
Fees.
Transactions entered directly by participants through the Website will be assessed the customary service fee charged by Active to
online registrants ("Service Charge"). as described below. Transactions entered by a member of the Agency on behalf of a participant
will be assessed a Service Charge equal to 1.5% for cash or check. and 3.75% for credit card transactions. Each online registrant will
pay the event registration fee charged by Agency plus a Service Charge equal to 6.5% of the registration fee plus $.50. with a minimum
Service Charge of $2.00. If the registration fee is between $150-$500, the Service Charge will be 3.5% plus $5.00. and for fees above
$500, the Service Charge will be 2.5% plus $10.00. We may change the Service Charge at any time and you agree to such change
unless you provide us with written objection to such change within 30 days from the date such change is first implemented. We will be
responsible for collecting all registration fees charged by you and all Service Charges assessed by us. All registration fees. except
Service Charges, are your exclusive property. Any registration fees collected by us will be sent to you twice a month and Service
Charges shall be retained by us. You shall guarantee and pay to Active a minimum aggregate Service Charge. whether through offline
or online transactions. of $750 per calendar quarter (the "Minimum Quarterly Service Charge"). You shall pay to Active the difference
between such Minimum Quarterly Service Charge and the actual Service Charges collected by us during such quarter, which will be
billed at the end of each quarter beginning from the date set forth below. Active shall not be responsible for processing or making any
refunds. All credit card refunds processed will be accessed a $.10 fee charged by Active to you. Active may reimburse itself for any
credit card charge backs and associated fees out of registration fees collected by it. In the event such funds are not available. you
agree to reimburse Active for any charge backs or refunds.
6.
Consultina Fees.
Consulting Fees are more specifically described in Exhibit 1. All fees set forth in this Agreement and in Exhibit 1 will be due within 30
days of invoice date. Each Fee is due on or prior to the 15th day of the first month of the billing period. Any Fees rendered later than
this deadline shall accrue interest at the annual rate of 10%. In the event of delay in paying a Fee, you shall reimburse Active for any
legal fees incurred by Active in its collection efforts.
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active NETWORK
7.
Disclaimer of Warrant vI Limitation of Liability.
Active expressly disclaims any warranty that the use of its Intellectual Property, the Product, or the Services will be uninterrupted or
error free or that the specifications will meet your requirements. The Intellectual Property, the Product, 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. Active's total liability under this Agreement is limited to the amount of registration
fees retained and not distributed to you and Service Charges collected hereunder. Active shall not be liable for indirect, incidental,
consequential, or lost profit damages.
8.
Term and Termination.
The term of this Agreement shall be for two (2) years from the date set forth below. with automatic renewals for one (1) year terms
thereafter until either party gives written notice to terminate this Agreement no less than ninety (90) days prior to the end of a term.
Either party may terminate this Agreement 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. This Agreement is subject to the limitation in Article 8, section 3. of the Idaho State
Constitution.
9.
ReDresentations and Warranties.
Each party represents and warrants that it has the necessary and full right, power, authority and capability to enter into this agreement
and to perform its obligations hereunder; that it owns or controls the rights granted or licensed to the other party herein; that the
execution and performance of its obligations under this Agreement will not violate any known rights of any third party, any contractual
commitments or any applicable federal. state and local law or regulation; and that to its knowledge the marks. logos and intellectual
property licensed to the other party herein do not violate the proprietary rights of a third party.
10. Exclusivitv.
Active will be the sole and exclusive provider of the Services for your agency for the term of this Agreement.
11. Indemnification.
Each party shall indemnify and hold harmless the other party and its directors. officers, employees. affiliates and agents, against any
claim, demand, cause of action, debt or liability, including reasonable attorneys' fees. to the extent that: (i) it is based upon the
indemnitor's breach of a representation, warranty or obligation hereunder; (ii) it arises out of the indemnitor's gross negligence or willful
misconduct; or (iii) it is based upon the indemnitor's violation of any applicable federal. state or \ocallaw or regulation.
(Ö..;\.è_l)
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12. Miscellaneous.
Any notices shall be in writing by fax or airmail. ither party may assign its rights or obligations arising out of this Agreement without
the other party's prior written consent. except t Active may assign this Agreement in connection with any sale of all or substantially
all of its assets or any other transaction in whic more than fifty percent of its voting securities are transferred. This Agreement shall be
governed by the laws of the State of . . This Agreement contains the entire understanding of the parties regarding the subject
matter and can only be modified by a subsequent written agreement executed by both parties. Sections 7. 9, and 11 of this Agreement
shall survive any termination or expiration of this Agreement.
The individuals signing below represent and warrant that they have the power and authority to bind the respective entities that they
represent.
Full Legal Customer Name
Authorized Signatory
Date
Address
Facsimile
s/z-ç IuS---
Date
The Active Network Inc.
Hosted Product:
ActlveNet OR
Class Hosted Internet Registration
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active NETWORK
Consulting Services Rate per Hour Number of Total Services
Hours Cost
A. Pre- Project Documentation $125
B. On-Site IEISS than 3 days (PLUS
AIRFARE)
B.i. Standard Consultants $155
B.ii. Senior Consultant I Project Planner $220
B.iii. Technical Specialist $250
C. On Site 3 days or More (PLUS
AIRFARE)
C.i. Standard Consultants $125
C.ii. Senior Consultant I Project Planner $190
C.iii. Technical SDecialist $220
D. e-Consulting (REQUiRES INTERNET ACCESS ON EACH
PC)
D.i. Standard Consultants $100 30 $3,000
D.ii. Senior Consultant I Project Planner $190
D.iii. Technical Specialist $220
E. Weekend Surcharue.
E.i. Standard Consultants $75
E.ii. Senior Consultant I Project Planner $75
E.iii. Technical Specialist $75
NOTE THA T RA TES SHOWN INCLUDE ALL TRA VEL EXPENSES OTHER Totals $3,000
THAN AIRFARE
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