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Purchase Agreement RECITALS A. This Purchase Agreement ("Agreement") is between The Active Network, Inc. ("Active Network"), a Delaware corporation, and City of Redwood City, ("Purchaser"). B. The parties hereto (the "Parties") desire to enter into this Agreement in order to provioe for the purchase and sale and to set forth certain, representations, warranties, covenants, conditions, and agreements made in connection with and as an inducement to such a transaction. AGREEMENTS In consideration of the mutual covenants, agreements, representations, warranties and conditions herein contained, the parties hereto agree as follows: ARTICLE 1 - SALE AND PURCHASE Sale and Purchase. Active Network agrees to sell, and Purchaser agrees to purchase, licenses to operate certain software products, computer hardware, technical and other services, and other items as identified in Exhibit A, which is attached and is incorporated herein by reference. Active Network and Purchaser agree that any future purchases of licenses to operate certain software products, computer hardware, technical and other services will apply as add-ons to the existing Purchase Agreement, Software License Agreement, and Software Subscription Agreement. A. Taxes. Except for income taxes imposed on Active Network, all taxes arising out of this transaction are the sole obligation of Pumhaser, and shall be promptly paid when due. B. Payment. Active Network shall invoice upon product shipment, upon provision of services, or upon other dates that may be mutually agreed to. All Active Network invoices are due and payable no later than 30 days from the invoice date. C. Additional Agreements. Active Network and Purchaser agree that products provided by Active Network are subject to the provisions of the Active Network License Agreement, which is attached as Exhibit B and incorporated herein by reference. As a condition to the acceptance and performance of this Agreement, Active Network and Purchaser agree to enter into a separate Software Subscription Agreement which shall provide software maintenance services for software products furnished by Active Network. The separate Software Subscription Agreement shall be executed at the same time as the acceptance of this Agreement. D. Definitions. The terms "Software" or "Product" or "Software Product" shall mean non-exclusive and non- transferable Licensed Program Materials granted by Active Network for Purchaser to operate such products, as well as all related materials and documentation, either in machine readable or printed form. E. Property Rights of Active Network. All copies of the Licensed Program Materials provided by Active Network, including translations, compilations, partial copies within modifications, derivative works and updated works, are the property of Active Network and may not be distributed by the Purchaser to any other persons, including other licenses of the Licensed Program, without Active Network's prior written consent. F. Copyright Notices. Active Network shall have the unrestricted fight to include copyright notices on all products provided by Active Network, in a form or manner as chosen solely by Active Network. This form or manner may