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ARTICLE 2 - OBLIGATIONS OF ACTIVE NETWORK Active Network agrees to: A. Maintain sales prices as described in the attached Exhibit A until the time of product shipment, unless otherwise specified; and B. Ensure that software products provided by Active Network are in reasonable conformance with Active Network's printed documentation, as long as they are operated on the recommended Active Network hardware, network, or other recommended platform. ARTICLE 3 - OBLIGATIONS OF PURCHASER Purchaser acknowledges that Purchaser's successful use of the software product and services purchased from Active Network are dependent upon the Purchaser's own efforts in making the software product work for the Purchaser. Active Network can only provide software and technical support and it can not be responsible for the Purchaser's practices and the proper or improper use of the software. The Purchaser agrees to implement and perform reasonable practices and procedures to ensure the successful use of the software product, included as obligations set forth in Exhibit C. ARTICLE 4 - REPRESENTATIONS AND WARRANTIES OF ACTIVE NETWORK A. Active Network represents and warrants that, in addition to Article 1, Section Y: (1) Active Network has not employed or retained any person or persons not generally associated with Active Network, except Active Network's representatives or regular employees, for the purpose of soliciting or securing this Agreement. Active Network further warrants that it has not paid or agreed to pay any company or person any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon the award or making of this Agreement; (2) Active Network shall maintain, during the equipment delivery and installation process, insurance coverages in the amount of $1 million General Commercial Liability, and workmen's compensation insurance, and automobile liability insurance (applicable only to non-owned automobile coverage), for the protection of the Purchaser, its officers, employees, Council and Commissions, and agents as additionally insured. The maximum aggregate liability limits identified in this Purchase Agreement (Article 1, Section M), the Software License Agreement (Exhibit B), or the Software Subscription Agreement, shall not be deemed to be limitations of the insurance coverages in this section of Article 4; (3) Each of the Licensed Program materials shall reasonably conform to any product documentation provided by Active Network, including, but not limited to, operating performance, timing characteristics, and compatibility; and, (4) Active Network shall defend the Purchaser against any claim that Licensed Program Materials supplied hereunder infringe a trade secret or a patent or copyright enforceable in the United States. To be eligible for Active Network's defense, Purchaser must: a) Give Active Network prompt written notice of any such claim; b) Allow Active Network to control and fully cooperate with Active Network in the defense and settlement negotiations; c) Allow Active Network, at Active Network's option and expense, if such claim has occurred or in Active Network's judgment is likely to occur, to procure the right for the Purchaser to continue using the Licensed Program Materials or to replace or to modify them so that they become non-infringing; and, if neither of the foregoing alternatives is available on terms which are reasonable in Active Network's judgment, upon written request, the Purchaser shall