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RecNet Global Services Agreement
<br /> This RecNet Global Services Agreement ("Agreement") is entered into between The Active Network, Inc., a Delaware
<br /> corporation, ("Active" or"we" or"us") and Mounds View Parks and Recreation ("you" or"your" or"Agency"). Active
<br /> agrees to provide you the Services(as defined below)subject to the following terms and conditions:
<br /> 1. Services. We will provide you with access to a fully-hosted version of Active's RecNet product, "RecNet",
<br /> through our website located at http://www.active.com(the "Website"). To assist us in the successful implementation and
<br /> promotion of the Services,you agree to provide us with certain information requested by us relating to your organization.
<br /> 2. License to Intellectual Property/Promotion.
<br /> a. Active shall retain all right,title and interest in and to RecNet and its software,trademarks,service marks,
<br /> logo and trade names worldwide ("Intellectual Property") subject to a limited license necessary to perform this Agreement.
<br /> You shall use the Intellectual Property only as provided, and shall not alter the Intellectual Property in any way, or act or
<br /> permit action in any way that would impair Active's rights in its Intellectual Property.You acknowledge that your use of the
<br /> Intellectual Property shall not create in you or any other person any right,title or interest in or to such Intellectual Property.
<br /> Any goodwill accruing from the use of the Intellectual Property shall inure solely to the benefit of Active.
<br /> b. Active hereby grants to you a limited, non-exclusive, non-transferable license (i) to use RecNet in
<br /> accordance with Active's specifications,and (ii) to display,reproduce,distribute and transmit in digital form Active's name
<br /> and logo in connection with promotion of the Services. You hereby grant to Active a limited non-transferable license to
<br /> use,display, reproduce,distribute,modify and transmit in digital or printed form information provided by you relating to
<br /> your organization, including your organization's name, trademarks, service marks and logo, in connection with the
<br /> implementation and promotion of the Services and the promotion of your organization. You will make reasonable efforts
<br /> to promote and encourage adoption of the Services,including displaying Active's name and logo in any newsletters,printed
<br /> registration forms or mailings provided by you to prospective participants.
<br /> 3.Training. We will conduct two (2) full days of onsite training to provide a basic level of training for the above
<br /> designated RecNet product. We will provide you with additional two-hour sessions for$500 per session.
<br /> 4.Information Security. We will collect certain personal identifying information from users of the Service. Such
<br /> information shall be stored on a secure remote server. You may access this information at any time by downloading it from
<br /> our servers using your private password and "login" identifier. You will be responsible for protecting the privacy and
<br /> security of any information that you retrieve from our servers and shall indemnify and hold harmless Active for any claims
<br /> arising from unauthorized or illegal use or dissemination of such information. All information collected by Active shall be
<br /> jointly owned by Active and you.
<br /> 5.Privacy. Each party shall comply with all applicable laws,regulations and guidelines governing online privacy in
<br /> fulfilling its obligations hereunder and in collecting and using personal information about users of the Service. Active may
<br /> use contact information provided by users or by you to send information about our services or our partners to such users;
<br /> provided,however, that users may opt out of any such uses in accordance with our privacy policy. We may combine into
<br /> statistical format information collected from users and distribute such information to improve and promote our services or
<br /> attract promotional partners. You agree to such uses and further agree that we may disclose information if we believe,in
<br /> good faith,that it is necessary in order to: (a) comply with the law,(b)enforce the terms and conditions of this Agreement,
<br /> or(c)protect the rights of you or us,to the extent that such disclosure is not otherwise prohibited by any law or regulation.
<br /> 6.E . Transactions entered directly by participants through the Website will be assessed the customary service
<br /> fee charged by Active to online registrants("Service Charge"),as described below. Transactions entered by a member of the
<br /> 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
<br /> card transactions. Each online registrant will pay the event registration fee charged by Agency plus a service charge equal to
<br /> 6.5%of the registration fee plus$.50,with a minimum fee of$2.00. If the registration fee is between$150-$500,the service
<br /> charge will be 3.5% plus $5.00, and for fees above $500, the fee will be 2.5% plus $10.00. We may change the Service
<br /> Charge at any time and you agree to such change unless you provide us with written objection to such change within 30 days
<br /> from the date such change is first implemented. We will be responsible for collecting all fees charged by you and all Service
<br /> Charges assessed by us. All registration fees,except Service Charges,are your exclusive property. Any fees collected by us
<br /> will be sent to you twice a month and Service Charges shall be retained by us. Any advertising revenue generated from web
<br /> pages used in connection with the Services will be the exclusive property of Active. You shall guarantee Active a minimum
<br /> transaction fee,whether through offline or online transactions,of$750 per quarter. You shall pay to Active the difference
<br /> between such minimum and actual service charges collected by us,which will be billed at the end of each quarter beginning
<br /> from the date set forth below. Active shall not be responsible for processing or making any refunds. All credit card
<br /> refunds processed will be accessed a $.10 fee charged by Active to you. Active may reimburse itself for any credit card
<br /> charge backs and associated fees out of registration fees collected by it. In the event such funds are not available,you agree
<br /> to reimburse Active for any charge backs.
<br /> 7. Training Fees. Fees for the required two (2) full days of onsite training will be $2,400.00 and will be billed
<br /> directly to your organization. Additional training beyond the first two days will be billed at the rate of$500.00 per two-hour
<br /> session or$1,250 per each set of three (3) additional two-hour sessions. Such Fees will be due within 30 days of invoice
<br /> 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
<br /> deadline shall accrue interest at the annual rate of 10%. In the event of delay in paying a Fee,you shall reimburse Active for
<br /> any legal fees incurred by Active in its collection efforts.
<br /> 8. Disclaimer of Warranty/Limitation of Liability. Active expressly disclaims any warranty that the use of its
<br /> Intellectual Property,RecNet, or the Services will be uninterrupted or error free or that the specifications will meet your
<br /> requirements. The Intellectual Property,RecNet,and Services are provided to you on an "AS-IS"basis without warranties
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