12/16/2004 Agenda & Packet - Laserfiche WebLink

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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 fees retained and not distributed to you and Service Charges collected hereunder. 9.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 sixty(60) 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. 10.Representations 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. 11.Exclusivity. Active will be the sole and exclusive provider of the Services for your agency for the term of this Agreement. 12. 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 local law or regulation. 13.Arbitration. Any controversy or claim arising out of or relating to this agreement shall be settled by binding arbitration in accordance with the American Arbitration Association(AAA)rules then in force and effect. The arbitration, including the rendering of an award,shall take place in San Diego,California. The arbitrator or arbitrators shall apply the substantive law of the State of California. Judgment on the award rendered by the arbitrator or arbitrators may be entered in any court of competent jurisdiction. 14. Miscellaneous. Any notices shall be in writing by fax or airmail. Neither party may assign its rights or obligations arising out of this Agreement without the other party's prior written consent,except that Active may assign this Agreement in connection with any sale of all or substantially all of its assets or any other transaction in which more than fifty percent of its voting securities are transferred. This Agreement shall be governed by the laws of the State of California. 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 6, 10, and 12 of this Agreement shall survive any termination or expiration of this Agreement. If the foregoing correctly reflects your understanding of our agreement please indicate this by signing this agreement in the space indicated below and returning it to Megan Linaugh at Active by fax(858-551-7619). THE ACTIVE NETWORK,INC. By: Matthew G.Landa Date of Agreement President Company Name E-Mail By: Signature Address Print Name and Title City,State and Zip Checks Payable to: