Terms of use | Online Services

EFFECTIVE DATE: MAY 25, 2018

These Terms of Use are made and entered into by and between you and Active.

“Active,”

“we,”

“us,”

“our”

means either (i) Active Network, LLC, with offices at 5850 Granite Parkway, Suite 1200, Plano, TX 75024, or (ii) if your billing address is in Canada, The Active Network, Ltd., with offices at Suite2600, Three Bentail Center, 595 Burrard St, PO Box 49314, Vancouver, BC V7X1L3.

“You,”

“your,”

refers to you, a user of the Site or parent or legal guardian (over the age of 18) if such user is a minor in his or her state of residence. These Terms of Use shall apply to (a) all websites owned and/or operated by Active including without limitation the website on which these Terms of Use are posted and Active’s subsidiary and/or affiliate entities, including but not limited to Maximum Solutions, LLC, Jump Forward LLC, and Team pages Inc., whether or not referred to directly as Active, as well as mobile versions thereof and social networking service pages and applications (collectively, the

“Site”

), and (b) any and all services available on or through the Site (the

“Services”

). By accessing and/or using the Site, you are expressly agreeing to comply with and be bound by the following Terms of Use and any other policies, rules or guidelines that may be applicable to Services on the Site (

“Additional Terms”

), as well as all applicable laws and regulations. Further, you acknowledge that you have

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read and understood Active’s Privacy Policy located at:

https://www.activenetwork.com/information/privacy-policy

(the

“PrivacyPolicy”

), which you understand will apply to the processing of your personal information in relation to the Site and the Services.

Active may revise and update these Terms of Use at any time; please periodically review them, because your continued usage of the Site indicates your agreement with any such changes. Any changes we make will be effective immediately upon notice, which we may provide by any meansincluding, without limitation, posting a revised version of these Terms of Use on the Site. If we make any material changes to these Terms of Use, we will endeavor to notify you in advance of such change, by highlighting the change on the Sites or by sending an email to you at the email address that you have registered with us. You can determine when these Terms of Use were last revised by referring to the “Last Updated” legend at the top of these Terms of Use. You should return to this page periodically to ensure familiarity with the most current version of these Terms of Use.

To the extent that there is a conflict between these Terms of Use and the Additional Terms for an event, camp, license, class, ticket, contest, permit, facility/equipment reservation, transaction, sale, membership, reservation, donation, and/or activity for which you are using the Site to register or purchase (each, an

“Event”

), the Additional Terms of use shall govern. These Terms of Use will remain in full force and effect as long as you are a user of the Site and in the event of termination of any membership, service or feature, you will still be bound by your obligations under these Terms of Use, including any indemnification obligations, warranties, and limitations of liability.

By using or attempting to use the Site, you certify that (i) you are a resident of the United States and are at least 16 years of age or, if under the age of 16,your parent has consented to your use of the Site via our consent mechanism as provided to your parent, or (ii) you are not a resident of the United States and are at least 18 years of age or, if under the age of 18, you have the consent of your parent or guardian (over the age of 18) to use the Site. You also certify that you are not a person barred from receiving Services under the laws of the United States or other applicable

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jurisdiction. If you do not meet these requirements or, if for any reason, you do not agree with all of the terms and conditions contained in these Terms of Use, you must stop using the Site immediately.

1. Registration.

You may browse the Site and view content without registering, but as a condition to using certain aspects of the Site, you may be required to register with Active and select a password and screen name (your “registration”).You are responsible for maintaining the confidentiality of your registration, and you undertake that you shall not disclose your registration to any other person. You shall not (i) select or use as your registration a name of another person with the intent to impersonate that person; (ii) use as your registration a name subject to any rights of a person other than you without appropriate authorization; or (iii) use as your registration a name that is otherwise offensive, vulgar or obscene.

You shall be responsible for all uses of your registration, whether or not authorized by you. You will immediately notify Active in writing of any unauthorized use of your account, or other account related security breach of which you are aware. You also agree to: (i) provide true, accurate, current and complete information about yourself as submitted to Active, and (ii)maintain and promptly update your registration information to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Active has reasonable grounds tosuspect that such information is untrue, inaccurate, not current orincomplete, Active has the right to immediately suspend or terminate youraccount and refuse any and all current or future use of the Site or Services(or any portion thereof) in its sole discretion.

Active's use of your registration data, together with other personalinformation, is addressed in the

To the extent permissible by law, we are not liable for any harm caused orrelated to the theft or misappropriation of your user name or password dueto your failure to take reasonable measures to maintain the confidentiality ofyour registration, your disclosure of your user name or password, or yourauthorization of anyone else to use your user name or password. If you have

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reason to believe that your registration is no longer secure, you mustpromptly change your password to the Site and immediately notify us of theproblem by contacting us at

support@active.com

. In the event of anydispute between two or more parties as to account ownership, you agreethat Active will be the sole arbiter of such dispute in its sole discretion andthat Active’s decision (which may include termination or suspension of anyaccount subject to dispute) will be final and binding on all parties.

2. Code of Conduct.

In connection with User Content (as defined in Section 6 below) and your useof the Site, you agree that you will not, nor permit anyone else to, indirectly ordirectly:

upload, post, email, transmit or otherwise make available any UserContent that you do not have a right to make available under anylaw or under contractual or fiduciary relationships (such asproprietary or confidential information learned or disclosed as partof employment relationships or under nondisclosure agreements);

submit information that includes non-public personal or identifyinginformation (including personal data) about another personwithout that person’s explicit consent, where that person isspecifically aware that Active will process their information for thepurposes envisaged by your disclosure;

upload, post, email, transmit or otherwise make available any UserContent that infringes any patent, trademark, trade secret,copyright or other proprietary rights of any party;

restrict or inhibit any other visitor or member from using the Site,including, without limitation, by means of “hacking” or defacing anyportion of the Site;

access or attempt to access parts of the Site for which you are notauthorized by Active, circumvent or attempt to circumvent anysecurity or password protection on the Site, access the Site by anymeans other than through the interface that is provided andauthorized by Active;

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modify any software for the Site in any manner or form, nor usemodified versions of such software, including (without limitation)for the purpose of obtaining unauthorized access to the Site;

use the Site or Materials (as defined in Section 3 below) for anyunlawful purpose;

express or imply that any statements you make are endorsed by us,without our prior written consent;

impersonate any person or entity, whether actual or fictitious,including any employee or representative of Active;

forge headers or otherwise manipulate identifiers in order todisguise the origin of any User Content transmitted through theSite;

transmit (a) any content or information that is unlawful, fraudulent,threatening, abusive, libelous, defamatory, obscene, pornographic,hateful, vulgar or otherwise objectionable, or infringes our or anythird party’s intellectual property or other rights; (b) any material,non-public information about companies without the authorizationto do so; (c) any trade secret of any third party; or (d) anyadvertisements, solicitations, chain letters, pyramid schemes,investment opportunities or other unsolicited commercialcommunication (except as otherwise expressly permitted by us);

use the Site to harm minors in any way;

engage in spamming or flooding;

transmit any software or other materials that contain any viruses,worms, Trojan horses, defects, date bombs, time bombs or otheritems of a destructive nature;

modify, adapt, sublicense, translate, sell, reverse engineer,decompile or disassemble any portion of the Site or otherwiseattempt to derive any source code or underlying ideas oralgorithms of any part of the Site;

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remove any copyright, trademark or other proprietary rights noticescontained on the Site;

“frame” or “mirror” any part of the Site;

“stalk” or otherwise harass another;

link to any page of or content on the Site without writtenauthorization;

use any robot, bot, spider, offline reader, site search/retrievalapplication or other manual or automatic device or process toretrieve, index, data mine, scrape or in any way reproduce orcircumvent the navigational structure or presentation of the Site orits contents without our prior written consent, including with respectto any CAPTCHA displayed on the Site. Notwithstanding theforegoing, Active grants the operators of public search enginespermission to use spiders to copy materials from the site for thesole purpose of and solely to the extent necessary for creatingpublicly available searchable indices of the materials, but notcaches or archives of such materials. Active reserves the right torevoke these exceptions either generally or in specific cases;

harvest or collect information about Site visitors or memberswithout Active's express consent (which may be contingent uponyou obtaining the consent of any such Site visitors or members, inthe terms stipulated by Active);

take any action that imposes or may impose (in Active’s solediscretion) an unreasonable or disproportionately large load ofdata, information, or queries on our (or our third party providers’)infrastructure;

share use of your password or use any passcode or password,regardless of whether or not such passcode or password is unique,to participate in any offer on the Site if you are not the originalrecipient of such passcode or password;

provide material support or resources (or to conceal or disguise thenature, location, source, or ownership of material support or

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resources) to any organization(s) designated by the United Statesgovernment as a foreign terrorist organization pursuant to Section219 of the Immigration and Nationality Act; and/or

violate any applicable local, state, national or international law,including, but not limited to, regulations promulgated by the U.S.Securities and Exchange Commission, any rules of any national orother securities exchange, including, without limitation, the NewYork Stock Exchange, the American Stock Exchange or the NASDAQ,and any regulations having the force of law.

The foregoing actions shall constitute a material breach of these Terms ofUse.

You acknowledge, consent and agree that Active may access, preserve anddisclose your account information and User Content if required to do so bylaw or in a good faith belief that such access preservation or disclosure isreasonably necessary to: (a) comply with laws, rules, regulations, or legalprocess; (b) enforce these Terms of Use; (c) respond to claims that any UserContent violates the rights of third parties; (d) respond to your requests forcustomer service; or (e) protect the rights, property or personal safety ofActive, its users and the public.

You understand that the technical processing and transmission of the Site,including your User Content, may involve (a) transmissions over variousnetworks; and (b) changes to conform and adapt to technical requirementsof connecting networks or devices.

You understand that the Site and software embodied within the Site mayinclude security components that permit digital materials to be protected,and that use of these materials is subject to usage rules set by Active and/orcontent providers who provide content to the Site. You may not attempt tooverride or circumvent any of the usage rules embedded into the Site. Anyunauthorized reproduction, publication, further distribution or publicexhibition of the materials provided on the Site, in whole or in part, is strictlyprohibited.

Should you choose to submit any ideas, suggestions, documents, and/or

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proposals (

“Submissions”

) to Active through any of its media, youacknowledge and agree that: (a) your Submissions do not containconfidential or proprietary information; (b) Active is not under any obligationof confidentiality, express or implied, with respect to the Submissions; (c)Active shall be entitled to use or disclose (or choose not to use or disclose)such Submissions for any purpose, in any way, in any media worldwide; (d)Active may have something similar to the Submissions already underconsideration or in development; (e) your Submissions shall automaticallybecome the property of Active without any obligation of Active to you; and(f) you are not entitled to any compensation or reimbursement of any kindfrom Active under any circumstances.

3. Ownership and Restrictions on Use.

The information and materials provided on or through the Site, including anycontent, data, text, designs, graphics, images, photographs, illustrations,audio and video clips, logos, icons and links (collectively, the

“Materials”

)are owned exclusively by Active or its licensors, and are intended to educateand inform you about the events and other products and services offered ordescribed on the Site. Subject to your compliance with these Terms of Use,you may use the Materials solely for your personal, non-commercial use,provided that you do not remove any copyright or other proprietary noticescontained therein. Subject to your compliance with these Terms of Use, wegrant you a limited license to use the Site and Materials for your personal useonly; provided that you may not use, reproduce, modify, display, publiclyperform, distribute, create derivative works of or circumvent anytechnological measure that effectively controls access to the Site and/orMaterials in any way including, without limitation, by manual or automaticdevice or process, for any purpose. Notwithstanding anything to the contraryherein, all rights not specifically granted in the license set forth above shallbe reserved and remain always with Active. Use of the Site and Materials forany purpose other than as expressly authorized in these Terms of Use is aviolation of our copyrights and other proprietary rights, and is strictlyprohibited.

The Site, including all Site software, databases, proprietary information,documentation, software, contents, computer codes, ideas, know-how andMaterials (and all modifications and derivative works thereof and any

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intellectual property and other rights relating thereto or contained therein)including, without limitation, the selection, compilations, sequence and “lookand feel” and arrangement of items, is owned and operated by Active andwill remain the exclusive property of Active. You acknowledge that the Site isprotected by copyright, trademark and other laws. You further acknowledgethat you do not acquire any ownership rights by using the Site or theMaterials. You shall not challenge, contest or otherwise impair Active’sownership of the Site and the content therein.The trademarks, logos, andservice marks displayed on the Site (collectively the

“Trademarks”

) are theregistered and unregistered trademarks of Active and Active’s advertisers,licensors, suppliers and others.

The Trademarks owned by Active, whether registered or unregistered, maynot be used in connection with any product or service that is not offered byActive, in any manner that is likely to cause confusion with customers, or inany manner that disparages Active. Nothing contained on the Site should beconstrued as granting, by implication, estoppel or otherwise, any license orright to use any Trademark without the express written permission of Active,Active’s licensors or suppliers, or the third party owner of any suchTrademark. Misuse of any Trademarks is prohibited, and Active willaggressively enforce its intellectual property rights in such Trademarks,including via civil and criminal proceedings.

You may make comparative or other nominative fair use of Trademarksowned by Active in advertising and promotional materials, and in referring toActive’s products and services (for example, in a magazine article) withoutActive’s permission, provided you follow standard trademark usage practicesand provide proper attribution to Active. Other uses that are not “fair use”require written permission from Active, and absent such express permission,you agree not to use or display the Trademarks owned by Active in anymanner. Please make such requests by email to

support@active.com

; wewill evaluate your request as soon as possible.

Trademarks owned by Active include, without limitation, those published andsearchable on the United States Patent and Trademark Office located at

http://www.uspto.gov

“Trademarks Search”

and the CanadianTrademark Office at:

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http://strategis.ic.gc.ca/sc_mrksv/cipo/welcome/welcom-e.html

“Trade-marks Database”

indicating Active Network, LLC as the identifiedowner for conducting such search.

4. Making Purchases.

If you wish to purchase products or services or register for an Eventdescribed on the Site (each, a

“Transaction”

), you will be asked to supplycertain information applicable to your Transaction, including, withoutlimitation, credit card and other information. You understand that any suchinformation will be treated by Active in the manner described in our

PrivacyPolicy.

You agree to pay all charges incurred by you or any users of youraccount and credit card (or other applicable payment mechanism) at theprice(s) in effect when such charges are incurred. You will also beresponsible for paying any applicable taxes relating to your Transactions. Inaddition to these Terms of Use, your Transaction shall be subject to anyAdditional Terms applicable to such services, features or purchases.Registration for Events may be regulated by certain state, county and citylaws or regulations. You acknowledge that complying with any such laws isyour responsibility, and YOU AGREE NOT TO HOLD US LIABLE FOR YOUR FAILURETO COMPLY WITH ANY LAW OR OUR FAILURE TO NOTIFY YOU OF, OR PROPERLYAPPLY, ANY LAW. WE WILL COMPLY WITH LAW ENFORCEMENT AND MAY PROVIDETHEM WITH ALL INFORMATION YOU SUBMIT TO US TO ASSIST IN ANYINVESTIGATION OR PROSECUTION THEY MAY CONDUCT. You represent andwarrant that all information you provide, including but not limited to allinformation concerning your name, address, credit card number, and otheridentifying information of any nature will be true, complete and correct, andthat you will update all information as it changes. You agree that you will onlyuse credit cards belonging to you or for which you are expressly authorizedto use. You further agree that you will not attempt to conceal your identity orlocation by using virtual private networks (

"VPNs"

) multiple Internet Protocol(

“IP”

) addresses or email addresses. You grant Active the right to provideany information you submit to third parties for purposes of facilitating thecompletion of Transactions initiated by you or on your behalf. Verification ofinformation may be required prior to the acknowledgment or completion ofany Transaction.

Descriptions or images of, or references to, third party products, services, or

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Events on the Site do not imply Active’s endorsement of such products orservices. We reserve the right, without prior notification, to change suchdescriptions or references; to honor, or impose conditions on the honoring of,any coupon, coupon code, promotional code or other similar promotions; tobar any user from making any or all Transaction(s); to limit the orderquantity on any product or service; and/or to refuse to provide any user withany product or service. Verification of information applicable to a purchasemay be required prior to Active’s acceptance of any order. Price andavailability of any product or service are subject to change without notice.

If we are unable to verify or authenticate any information you provide duringany registration, ordering, purchase, sale, authentication, delivery, paymentor remittance process, or any other process, or if we are no longer able toverify or authorize your credit card or bank account information, your eventregistration may be cancelled, we may refuse to honor all pending andfuture purchases made on such credit card accounts and/or on any onlineaccounts associated with such credit card accounts, and you may beprohibited from using the Site. Charges and Billing. The Site may requirepayment of access fees. By registering for the Site, you hereby authorizeActive to charge your credit card in advance for all applicable fees incurredby you in connection with your chosen service, purchase or registration foryour account. You hereby understand and agree that in most cases, Activewill be charging your designated credit card in accordance with thepayment schedule of the Transaction, Service or Event for which you haveregistered, but some service fees may accumulate on your credit cardaccount before they are actually charged to your credit card. You furtherunderstand and agree that it is your responsibility to notify Active of anychanges to your credit card or if your credit card has expired, otherwise youraccess to the Service may be disconnected or interrupted. You shalladditionally be responsible for and shall immediately pay Active, on demand,any payments that are made to us that are subject to an unjustified,subsequent reversal. Unless indicated otherwise, all fees shall be paid in U.S.dollars.

Active reserves the right to change any fees (which includes but is notlimited to, charging a fee for packages, options, upgrades and/or a Servicefor which Active does not currently charge a fee) or billing methods at any

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time, provided, however, that such modifications shall not take effect earlierthan thirty (30) days after Active posts such modification on the Site. Activealso has the right to collect applicable taxes and impose premiumsurcharges for some areas of the Service and these surcharges may applyimmediately after you register for the associated service. You may cancelyour account or any associated optional or upgraded services therefore atany time, but Active will not refund any remaining portion of your pre-paidfees and you may be charged an additional cancellation fee.

You agree to pay your account balance on time. You also agree to pay anytaxes, including sales or use taxes, resulting from your Transaction or use ofthe Service. Amounts not paid by you to Active when due will be assessed anadditional 1.5% (or the highest amount allowed by law, whichever is lower)per month if your payment is more than thirty (30) days past due. Thatamount is also due immediately. You are responsible and liable for any fees,including attorneys’ and collection fees, that Active may incur in its efforts tocollect any remaining balances due from you. These Terms of Use shall in noway limit any other remedies available to Active. You also understand andagree that you will be billed for and will pay any outstanding balances if youcancel your account or your account is terminated. You must notify Active ofany billing problems or discrepancies within sixty (60) days after they firstappear on your credit card account statement. If you do not notify Activewithin sixty (60) days, you waive any right to dispute such problems ordiscrepancies.

Parties other than Active provide services, or sell products or access to theirEvents on the Site. You may order services or merchandise through the Sitefrom other parties not affiliated with Active (

“Seller”

). All matters concerningthe merchandise and services desired from a Seller, including but not limitedto purchase terms, payment terms, warranties, guarantees, maintenanceand delivery, are solely between you and Seller. Active makes no warrantiesor representations whatsoever with regard to any goods or services providedby Sellers. You will not consider Active, nor will Active be construed as, a partyto such transactions, whether or not Active may have received some form ofrevenue or other remuneration in connection with the transaction. You agreethat Active will not be liable for any costs or damages arising out of suchtransactions, either directly or indirectly. We are not responsible for

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examining or evaluating, and we do not warrant the offerings of, any of thesebusinesses or individuals. Active does not assume any responsibility orliability for the actions, product or content of all these and any other thirdparties. You should carefully review their privacy statements and otherconditions of use. It is the responsibility of the Event organizer tocommunicate its refund policy to you and to issue refunds to you via the Siteor otherwise. You understand and agree that Event organizers reserve theright to cancel Events for various reasons, including, without limitation, in theevent of weather events (including, but not limited to, heat, tornadoes,earthquakes, fires, storms, lightning and floods), accidents, acts of war orterrorism, military conflicts or riots or for any reason that would affect thesafety and security of Event participants and spectators. In the event of suchcancellation, there will be no refund of your payment unless authorized bythe Event organizer. If you want to request a refund, you must request therefund directly from the Event organizer. To the extent that an Event iscancelled or does not meet your expectations for any reason, you mustcontact the Event organizer and your sole and exclusive remedy with respectto the Event is with the Event organizer and not with Active. Allcommunications or disputes regarding refunds are between the Eventorganizer and you. Active will not be responsible or liable in any way forrefunds, errors in issuing refunds or lack of refunds in connection with anEvent. In addition, Active is not responsible for the truth or accuracy of anylistings by Event organizers or the ability of any Event organizer to perform,hold an Event, or complete a transaction. Notwithstanding the foregoing, youmay report the misconduct of Event organizers and/or third parties inconnection with the Site or any Services to us, and we, in our sole discretion,may investigate the claim and take action.

Donations. When you make a donation, Active receives a fee for the use ofour technology without any additional charge to you. Donations collected byActive will be sent in regular intervals to the designated charitableorganization in accordance with contract and applicable law, less Active’sfee. Any refunds shall be exclusively and directly handled by the designatedcharitable organization. Active shall not be responsible for processing ormaking any refunds.

5. Information Provided by Active.

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Although Active strives to provide Materials that are both useful andaccurate, the nature of the data and other information contained on the Siteare subject to frequent change. In addition, the facts and circumstances ofevery situation differ. Accordingly, although Active endeavors to usereasonable care in assembling the Materials, the Materials may not be up-to-date, accurate or complete.

In addition, portions of the Materials have been contributed to the Site byvarious artists, sports teams and other persons. The inclusion of suchinformation does not indicate any approval or endorsement thereof, andActive expressly disclaims any liability with respect to the foregoing.

6. Forums and User Content.

Active and its designees may host message boards, blog feeds and otherforums found on the Site (collectively, the

“Forums”

), and you may have theability to provide or upload to the Site creative suggestions, ideas, notes,concepts, information, content, audio recordings, videos, photographs,graphics, artwork or other copyrighted works and materials (collectively,

“User Content”

By sending or transmitting User Content to Active, or by posting such UserContent to any area of the Site, YOU GRANT US AND OUR DESIGNEES APERPETUAL, WORLDWIDE, NON-EXCLUSIVE, UNLIMITED, TRANSFERABLE, FULLYSUBLICENSEABLE (THROUGH MULTIPLE TIERS), ASSIGNABLE, ROYALTY-FREE, FULLYPAID UP, IRREVOCABLE RIGHT AND LICENSE TO USE, REPRODUCE, DISTRIBUTE(THROUGH MULTIPLE TIERS), MODIFY, ADAPT, COMBINE WITH OTHER WORKS,CREATE DERIVATIVE WORKS OF, PUBLICLY PERFORM, DISPLAY, STORE, DIGITALLYPERFORM, PUBLISH (ON THE SITE, ON ANY OTHER WEBSITE(S), IN PRINT, RADIO,TELEVISION OR ELSEWHERE), MAKE, HAVE MADE, SELL, OFFER FOR SALE, IMPORTAND COMMERCIALIZE USER CONTENT, OR ANY PORTION THEREOF, IN ANYMANNER AND CONTEXT (INCLUDING BUT NOT LIMITED TO USAGE INCOMMERCIAL, ADVERTISING OR PROMOTIONAL MATERIALS), NOW KNOWN OR INTHE FUTURE DISCOVERED, IN ACTIVE’S SOLE DISCRETION, IN ANY WAY, IN ANY ANDALL MEDIA NOW KNOWN OR HEREINAFTER DISCOVERED, WITHOUT LIMITATIONAND WITHOUT ANY COMPENSATION OR ACKNOWLEDGMENT TO YOU OR ANYTHIRD PARTY. To the extent permitted by law, you specifically waive any“moral rights” in and to the User Content. The foregoing grant includes

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without limitation, any copyrights and other intellectual property in and toyour User Content. To the extent permitted by law, none of the User Contentwill be subject to any obligation, whether of confidentiality, attribution orotherwise, on our part and we will not be liable for any use or disclosure ofany User Content. If you have any User Content that you would like to keepconfidential and/or do not want others to use, do not post it to the Site.ACTIVE IS NOT RESPONSIBLE FOR A USER’S MISUSE OR MISAPPROPRIATION OF ANYUSER CONTENT YOU POST TO THE SITE.

If Active does decide, in its sole discretion, to attribute User Content to you,you hereby grant Active the right to use your member name with respect tosuch attribution, and hereby completely and irrevocably release and foreverdischarge us from and waive any claims (including, without limitation, anyprivacy or publicity rights claims) with respect to such use of your membername. For clarity, the foregoing license grant to Active does not affect yourother ownership or license rights in your User Content, including the right togrant additional licenses to the material in your User Content, unlessotherwise agreed in writing.

You further acknowledge that Active (a) is under no obligation to post,display or otherwise use any User Content, and (b) has no obligationwhatsoever to pay you any royalty or other amounts on any revenues orother consideration that Active receives directly or indirectly from the use ordisplay of your User Content or otherwise from the exercise of Active’s rightsgranted under these Terms of Use. You hereby agree not to instigate,support, maintain, or authorize any action, claim, or lawsuit against Active orits owners/operators, affiliates, and/or licensors, or any other person, on thegrounds that any use of User Content, or any derivative works thereof,infringe any of your rights as creator of the User Content, including, withoutlimitation, trademark rights, copyrights, publicity rights, privacy rights andmoral rights.

Information on our Forums may be provided by our staff and othercontributors, some of whom use anonymous screen names and are peoplenot otherwise connected with Active. You acknowledge that a large volumeof information is available in our Forums and that people participating insuch Forums occasionally post messages or make statements, whether

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intentionally or unintentionally, that are inaccurate, offensive, indecent,objectionable, obscene, threatening, harassing or encourages any suchconduct, or that otherwise violate any of the Codes of Conduct, and youhereby completely and irrevocably release and forever discharge us fromand waive, any legal or equitable rights or remedies you have or may haveagainst Active with respect thereto. We neither endorse nor are responsiblefor such messages or statements, or for any opinion, advice, information orother utterance made or displayed on the Site or Forums by third parties,whether such third parties are visitors to the Site, members of the Activecommunity or others. The opinions expressed in the Forums reflect solely theopinion(s) of the participants and may not reflect the opinion(s) of Active.We are not responsible for any errors or omissions in articles or postings, forhyperlinks embedded in messages or for any results obtained from the useof such information. Under no circumstances will we or our affiliates,suppliers or agents be liable for any loss or damage caused by your relianceon such information obtained through the Site. If notified by a user of UserContent that allegedly does not conform to these Terms of Use, Active may inits sole discretion investigate the allegation and determine in good faith andin its sole discretion whether to remove the User Content.

You shall be solely responsible for your own User Content and theconsequences of posting or publishing them. In connection with UserContent, you affirm, represent and/or warrant that: (i) you own, or have thenecessary licenses, rights, consents, and permissions to the User Contentand to grant the rights and licenses to Active under all patent, trademark,trade secret, copyright or other proprietary or intellectual property rights inand to any and all User Content in the manner contemplated by the Site andthese Terms of Use; and (ii) you have the written consent, release, and/orpermission of each and every identifiable individual person in the UserContent to use the name or likeness of such person in the mannercontemplated by the Site and these Terms of Use or, if such persons areminors, the written consent, release, and/or permission of such minor’sparent or legal guardian. You further understand that the internet has nogeographical boundaries, and you therefore agree to comply with all localrules regarding online conduct and acceptable User Content. You also agreeto comply with all applicable laws regarding the transmission of technicaldata exported from the United States or the country in which you reside. You

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acknowledge and agree that we have the right to disclose such User Contentand the circumstances surrounding their transmission to any third party inorder to operate the Site properly; to protect ourselves, our sponsors and ourmembers and visitors; and to comply with legal obligations or governmentalrequests.

Active reserves the right to delete from the Site any User Content, postings ormember names and will cooperate fully with any law enforcement officialsand/or agencies in any investigation, up to and including complete andimmediate termination of your registration and/or accounts with Active. Youacknowledge that Active may or may not pre-screen User Content, but thatActive and its designees shall have the right (but not the obligation) in theirsole discretion to pre-screen, refuse, or remove any User Content that isavailable via the Site. Without limiting the foregoing, Active and its designeesshall have the right to remove any User Content that violates these Terms ofUse or is otherwise objectionable, as determined in their sole discretion. Youagree that you must evaluate, and bear all risks associated with, the use ofany User Content, including any reliance on the accuracy, completeness, orusefulness of such User Content. In this regard, you acknowledge that youmay not rely on any User Content created by Active or submitted to Active,including without limitation information in Active’s message boards and in allother parts of the Site.

7. Links.

As a convenience to our members, we may provide links to third-party websites. If you use these links, you will leave the Site. Your dealings with thirdparties through links to such third party websites or applications are solelybetween you and such third party. Unless otherwise explicitly stated, Active isnot responsible for the content, goods or services provided on or throughsuch websites, any updates or changes to such sites, for your use or inabilityto use such sites, or the privacy or other practices of such sites, and the factthat Active offers such links does not indicate any approval or endorsementof any material contained on any linked site. The linked sites are not underour control, and we make no representations as to the quality, suitability,functionality or legality of any sites to which we may provide links. Activeexpressly disclaims any responsibility for the content, legality, decency oraccuracy of any information, and for any products and services, that appear

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on any third party website or application. You hereby completely andirrevocably release and forever discharge us from and waive any claim youmight have against Active with respect to such sites.

Active and/or third parties may, from time to time, send email messages toyou containing advertisements, promotions, etc. pursuant to our

PrivacyPolicy.

Active makes no representation or warranty with respect to thecontent of any such email messages or any goods or services which may beobtained from such third parties, and you agree that, to the extent permittedby law, neither Active nor such third party shall have any liability with respectthereto. You agree not to forward or otherwise onwardly transmit any suchemail messages to other persons who are not named recipients of theoriginal email.

YOU AGREE THAT YOUR USE OF INTERNET WEBSITES AND RESOURCES NOTCONTROLLED BY ACTIVE, INCLUDING WITHOUT LIMITATION, YOUR USE OF ANYCONTENT, INFORMATION, DATA, ADVERTISING, PRODUCTS, OR OTHER MATERIALSON OR AVAILABLE THROUGH SUCH WEBSITES AND RESOURCES, IS AT YOUR OWNRISK AND IS SUBJECT TO THE TERMS AND CONDITIONS OF USE APPLICABLE TOSUCH SITES AND RESOURCES.

8. Access By Minors.

Active encourages parents to use appropriate parental discretion indetermining whether to grant authorization to minor children to access theSite. Pursuant to 47 U.S.C. Section 230 (d), as amended, we hereby notify youthat parental control protections (such as computer hardware, software orfiltering services) are commercially available that may assist you in limitingaccess to material that is harmful to minors. Information identifying currentproviders of such protections is available on external websites, two of whichinclude GetNetWise (

http://www.getnetwise.org/

) and OnGuard Online(

http://onguardonline.gov/

). Please note that Active does not endorse anyof the products or services listed at such websites.

9. Rules for Sweepstakes, Contests and Games.

In addition to these Terms of Use, any sweepstakes, contests, games orsimilar promotions (collectively,

“Promotions”

) made available through theSite may be governed by specific rules that are separate from these Terms of

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Use. By participating in any such Promotion, you will become subject to thoserules, which may vary from the terms and conditions set forth herein. Activeurges you to review any specific rules applicable to a particular Promotion,which will be linked from such Promotion, and to review our

which, in addition to these Terms of Use, governs any information you submitin connection with such activities. To the extent such rules conflict with theseTerms of Use, such rules shall control with respect to the particularPromotion.

10. Termination.

These Terms of Use shall remain effective until terminated as set forth herein.We reserve the right to immediately terminate these Terms of Use, and/oryour access to and use of the Site or any portion thereof, at any time and forany reason, with or without cause, including but not limited to repeatedunauthorized postings of copyrighted works. Upon termination of theseTerms of Use, your right to use the Site shall immediately cease, and you shalldestroy all Materials obtained from the Site and all copies thereof. You agreethat any termination of your access to or use of the Site may be effectedwithout prior notice, and that Active may immediately deactivate or deleteyour password and user name, and all related information and filesassociated with them, and/or bar any further access to such information orfiles. You agree that Active shall not be liable to you or any third party for anytermination of your access to the Site or to any such information or files, andshall not be required to make such information or files available to you afterany such termination.

11. Suspected Violation of these Terms or Law; Injunctive, Equitable Relief,and Liquidated Damages.

Violations of these Terms of Use, including unauthorized use of the Site, maybe investigated and appropriate legal action may be taken, includingwithout limitation civil, criminal and injunctive redress. You understand andagree that in Active’s sole discretion, and without prior notice, Active mayterminate and block your access to the Site or to Active’s other services,cancel your event registration, refuse to honor pending and future purchasesmade from all credit card accounts or online accounts Active believes maybe associated with you, cancel an event registration associated with anyperson acting or believed to be acting in concert with you, remove any

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unauthorized User Content or exercise any other remedy available, if Activebelieves that your conduct or the conduct of any person with whom Activebelieves you act in concert, or the User Content you provide, or any resale ofsuch event registrations purchased through Active, violates or is inconsistentwith these Terms of Use or the law, or violates the rights of Active, a customerof Active or another user of the Site. Violating any limitations or terms on theSite, including but not limited to utilizing automated means to process orplace event registrations that exceed the stated limit will be deemed to be amaterial violation of these Terms of Use.

You agree that monetary damages may not provide a sufficient remedy toActive for violations of these Terms of Use and you consent to injunctive orother equitable relief for such violations.

You agree that abusive use of the Site, as defined above, causes damageand harm to Active in the form of, among other things, impaired goodwill, lostsales, and increased expenses associated with responding to abusive use ofthe Site. You further agree that monetary damages for abusive use of the Siteare difficult to ascertain and that proof of monetary damages for abusiveuse would be costly and difficult to calculate. Accordingly, you agree thatliquidated damages are warranted for abusive use. Therefore, you agree thatif you, or others acting in concert with you, alone or collectively request morethan 1,000 pages of the Site in any twenty-four hour period, you, and thoseacting in concert with you, will be jointly and severally liable for liquidateddamages in the amount of twenty-five cents ($0.25) per page request eachtime that a page request is made after that first 1,000 during that twenty-fourhour period. You acknowledge that: (a) Active has a valid interest in ensuringproper use of the Site; (b) this provision is reasonably tailored to thatpurpose; and (c) that the liquidated damages amount is a reasonableapproximation of the costs and damages that Active would incur as a resultof such action by you or others acting in concert with you.

Active is not required to provide any refund to you if it exercises any of itsrights or remedies because you have violated these Terms of Use or any ofActive’s rights. Additionally, Active reserves the right, in its sole discretion, tomodify, suspend or discontinue any part of this Site at any time, with orwithout notice to you. Active also reserves the right, in its sole discretion, to

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impose limits on certain features and services and to restrict access to theSite without notice to you. Active shall not be liable to you or any third partyfor any claim or cause of action arising out of its exercise of the foregoingrights.

12. Disclaimers

THE SITE, THE MATERIALS ON THE SITE, AND ANY PRODUCT OR SERVICE OBTAINEDTHROUGH THE SITE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUTWARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENTPERMISSIBLE PURSUANT TO APPLICABLE LAW, ACTIVE DISCLAIMS ALL WARRANTIES,EXPRESS OR IMPLIED, WITH RESPECT TO THE SITE, THE MATERIALS, AND ANYPRODUCT OR SERVICE OBTAINED THROUGH THE SITE, INCLUDING, WITHOUTLIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY,MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANYWARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OFPERFORMANCE OR USAGE OF TRADE.

THE INFORMATION ON THE SITE OR OTHERWISE IS PROVIDED WITH THEUNDERSTANDING THAT NEITHER ACTIVE NOR MEMBERS OF THE SITE, WHILE SUCHMEMBERS ARE PARTICIPATING IN ACTIVITIES ON THE SITE, ARE ENGAGED INRENDERING LEGAL, MEDICAL, COUNSELING OR OTHER PROFESSIONAL SERVICES ORADVICE. ACTIVE ENCOURAGES YOU TO SEEK APPROPRIATE PROFESSIONAL ADVICEOR CARE FOR ANY SITUATION OR PROBLEM WHICH YOU MAY HAVE. INPARTICULAR, THE ACTIVITIES AND EXERCISES DESCRIBED IN TRAINING PROGRAMSAND ARTICLES ON THE SITE CAN BE DANGEROUS AND MAY RESULT IN INJURY ORDEATH. YOU SHOULD CONSULT WITH A LICENSED PHYSICIAN BEFOREPARTICIPATING IN ANY OF THE ACTIVITIES DESCRIBED ON THE SITE.

IN MOST INSTANCES, THE ABILITY OF ACTIVE TO PROVIDE SERVICES IS DEPENDENTUPON A TELECOMMUNICATIONS NETWORK OR THE INTERNET, WHICH MAY NOT BEFULLY SECURED, AS WELL AS GOODS AND SERVICES PROVIDED BY VARIOUSOTHER VENDORS AND THIRD PARTIES. ACTIVE DOES NOT WARRANT THAT YOURUSE OF THE SITE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT DEFECTSWILL BE CORRECTED, THAT THE SITE OR THE SERVER(S) ON WHICH THE SITE ISHOSTED IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, THE SITE WILLMEET YOUR REQUIREMENTS, THE INFORMATION THAT MAY BE OBTAINED FROM THEUSE OF THE SITE WILL BE ACCURATE OR RELIABLE, OR THE QUALITY OF ANY

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SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THESITE WILL MEET YOUR EXPECTATIONS. YOU ACKNOWLEDGE THAT YOU ARERESPONSIBLE FOR OBTAINING AND MAINTAINING ALL CONNECTIVITY OR INTERNETSERVICE, COMPUTER HARDWARE AND OTHER EQUIPMENT NEEDED TO ACCESSAND USE THE SITE, AND ALL CHARGES RELATED THERETO. YOU ASSUME ALLRESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND YOUR RELIANCETHEREON. NO OPINION, ADVICE OR STATEMENT OF ACTIVE, WHETHER MADE ONTHE SITE OR OTHERWISE, SHALL CREATE ANY WARRANTY. ACTIVE DOES NOTWARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANYPRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THESITE OR ANY HYPERLINKED SITE, OR FEATURED IN ANY BANNER OR OTHERADVERTISING, AND ACTIVE WILL NOT BE A PARTY TO OR IN ANY WAY MONITORANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTSOR SERVICES. YOUR USE OF THE SITE AND ANY MATERIALS PROVIDED THROUGHTHE SITE ARE ENTIRELY AT YOUR OWN RISK. YOU WILL BE SOLELY RESPONSIBLE FORANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTSFROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION,WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ACTIVE AND/OR ITSAFFILIATED PARTIES OR ON OR THROUGH THE SITE SHALL CREATE ANY WARRANTYNOT EXPRESSLY STATED IN THESE TERMS OF USE.

The Site, Materials or Forums may include inaccuracies or errors, orinformation or materials that violate these Terms of Use. Additionally,unauthorized alterations may be made by third parties to the Site, Materialsor Forums. Although we attempt to ensure the integrity of the Site, we makeno guarantees as to the Site’s completeness or correctness. In the event thata situation arises in which the Site’s completeness or correctness is inquestion, please contact us at

support@active.com

with, if possible, adescription of the material to be checked and the location (URL) where suchmaterial can be found on the Site, as well as information sufficient to enableus to contact you. We will try to address your concerns as soon asreasonably practicable. For copyright infringement claims, see the Sectionon “Claims of Copyright Infringement,” above.

13. Limitation of Liability.

TO THE GREATEST EXTENT PERMITTED BY LAW, YOU EXPRESSLY ACKNOWLEDGEAND AGREE THAT NEITHER ACTIVE NOR ANY OF ITS AFFILIATES, SHAREHOLDERS,

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LICENSORS, SUPPLIERS, ADVERTISERS OR SPONSORS, NOR ITS OR THEIRDIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS OR OTHERREPRESENTATIVES, ARE OR WILL BE RESPONSIBLE OR LIABLE TO YOU OR TO ANYTHIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL,EXEMPLARY, PUNITIVE OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION,DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA OR LOST PROFITS), UNDER ANYCONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF ORRELATING IN ANY WAY TO THE SITE AND/OR MATERIALS CONTAINED ON THE SITE,ANY LINKED SITE OR ANY PRODUCT OR SERVICE PURCHASED THROUGH THE SITE.WITHOUT LIMITING THE FOREGOING, TO THE GREATEST EXTENT PERMITTED BYLAW, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT ACTIVE SHALL HAVE NOLIABILITY OR RESPONSIBILITY WHATSOEVER FOR (I) THE USE OR THE INABILITY TOUSE THE SITE, PRODUCTS, SERVICES OR ANY LINKED SITE; (II) THE COST OFPROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANYGOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED ORMESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THESITE OR ANY LINKED SITE; (III) USE BY YOU OF ANY TRAINING PROGRAM OR ANYOTHER PRODUCT PURCHASED THROUGH ACTIVE; (IV) YOUR PARTICIPATION INANY PROMOTION OR PROGRAM COORDINATED BY ACTIVE; (V) PERSONAL INJURYOR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, WHETHER ARISING INCONTRACT OR IN TORT WHETHER OR NOT ARISING FROM THE NEGLIGENCE OFACTIVE; (VI) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOURTRANSMISSIONS OR DATA AND/OR ANY AND ALL PERSONAL INFORMATIONAND/OR FINANCIAL INFORMATION STORED THEREIN; (VII) STATEMENTS ORCONDUCT OF ANY THIRD PARTY ON THE SITE OR ANY LINKED SITE; (VIII) ANYFAILURE OF ANOTHER USER TO THE SITE TO CONFORM TO THE CODE OFCONDUCT; (IX) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO ORFROM OUR SITE; (X) ANY BUGS, VIRUSES, WORMS, TROJAN HORSES, DEFECTS,DATE BOMBS, TIME BOMBS; MALICIOUS SCRIPTS; OR OTHER ITEMS OF ADESTRUCTIVE NATURE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SITEBY ANY THIRD PARTY; (XI) ANY ERRORS, MISTAKES, INACCURACIES OR OMISSIONSIN ANY MATERIALS, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS ARESULT OF THE USE OF ANY MATERIALS POSTED, EMAILED, TRANSMITTED OROTHERWISE MADE AVAILABLE VIA THE SITE; (XII) ANY FAILURE OF AN EVENTORGANIZER TO HONOR A REGISTRATION; (XIII) THE QUALITY, SAFETY OR LEGALITYOF EVENTS ADVERTISED ON THE SITE; (XIV) THE TRUTH OR ACCURACY OF ANYCONTENT OR EVENT LISTINGS ON THE SITE; AND/OR (XV) ANY OTHER MATTER

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RELATING TO THE SITE, OR ACTIVE PRODUCTS OR SERVICES. THE MAXIMUM TOTALAGGREGATE LIABILITY OF ACTIVE, ITS AFFILIATES, SHAREHOLDERS, LICENSORS,SUPPLIERS, ADVERTISERS AND SPONSORS, AND ITS OR THEIR DIRECTORS,OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS AND OTHER REPRESENTATIVES,AND YOUR SOLE AND EXCLUSIVE REMEDY, FOR ALL DAMAGES, LOSSES SUFFEREDBY YOU AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING,WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, SHALL BE THE GREATER OFTHE TOTAL AMOUNT OF MONIES RECEIVED BY ACTIVE FROM YOU OR $100 USD.

CERTAIN U.S. STATE AND NON-U.S. NATIONAL LAWS DO NOT ALLOW LIMITATIONSON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAINDAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVEDISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOUMIGHT HAVE ADDITIONAL RIGHTS.

14. Indemnification.

You agree to indemnify, defend and hold Active and its affiliates, licensors,suppliers, advertisers and sponsors, and their respective directors, officers,employees, consultants, agents and other representatives, harmless fromand against any and all claims, damages, losses, costs (includingreasonable attorneys’ fees) and other expenses that arise directly orindirectly out of or from (a) your breach of these Terms of Use, including anyviolation of the Code of Conduct, above; (b) any allegation that any UserContent or other materials you submit to us or transmit to the Site infringe orotherwise violate the copyright, trademark, trade secret or other intellectualproperty or other rights of any third party; (c) your activities in connectionwith the Site; and/or (d) termination of your access to the Site.

15. Arbitration Agreement.

(a) Except as prohibited by law, each party to these Terms of Use agrees thatany claim, controversy or legal dispute arising out of or relating to theseTerms of Use (hereinafter, a

“Dispute”

) will be resolved through bindingarbitration administered by JAMS. If JAMS is not available in the state orjurisdiction in which you reside, then the Dispute will be resolved throughbinding arbitration administered by the American Arbitration Association(the

“AAA”

). This arbitration agreement is intended to be broadlyinterpreted and includes claims, controversies or disputes arising out of or

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relating to any aspect of the relationship between you and us, whetherbased in contract, tort, statute, fraud, misrepresentation or any other legaltheory, all of which shall be considered within the definition of

“Dispute.”

THEPARTIES UNDERSTAND THAT, EXCEPT AS EXPLICITLY SET FORTH TO THE CONTRARYHEREIN, THEY ARE WAIVING ANY RIGHT TO A JURY TRIAL WITH RESPECT TODISPUTES. However, Active may not invoke its right to arbitrate any individualclaim that you bring in small claims court, as long as it is brought andmaintained as an individual claim. Notwithstanding the above, we bothagree that you or we may bring suit in court to enjoin infringement or othermisuse of intellectual property rights. Each party agrees that regardless ofany statute or law to the contrary, any claim or cause of action arising out ofor related to use of the Site or these Terms of Use must be filed within two (2)years after such claim or cause of action arose or be forever barred.

(b) A party who intends to seek arbitration must first send to the other, bycertified mail, a written Notice of Dispute (

“Notice”

). Any Notice to us shouldbe addressed to: Chief Legal Officer, c/o Active Network, LLC, 5850 GraniteParkway, Suite 1200, Plano, TX 75024 (

“Notice Address”

). The Notice must (i)describe the nature and basis of the claim or dispute; and (ii) set forth thespecific relief sought (

“Demand”

). If we and you do not reach an agreementto resolve the claim within thirty (30) days after the Notice is received, eitherparty may commence an arbitration proceeding. During the arbitration, theamount of any settlement offer made by you or us shall not be disclosed tothe arbitrator until after the arbitrator determines the amount, if any, to whichyou or we are entitled. After we receive notice at the Notice Address that youhave commenced arbitration, we will promptly reimburse you for yourpayment of the filing fee up to $350, unless your claim is for greater than$50,000 (as described further below).

(c) The arbitration will be conducted under and governed by theCommercial Arbitration Rules and the Supplementary Procedures forConsumer Related Disputes of the AAA (collectively, the

“AAA Rules”

), exceptas specified in or modified by these Terms of Use. The AAA Rules areavailable online at adr.org, by calling the AAA at 1-800-778-7879, or bywriting to the Notice Address. The arbitrator is bound by the terms of thisSection 15. All issues are for the arbitrator to decide, except that issuesrelating to the scope of the arbitration provision are for the court to decide

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(as described further in subsection (d) below). The rules promulgated by theAAA concerning class arbitration shall not apply. For any non-frivolous claimthat does not exceed $50,000, we will pay all costs of the arbitration (i.e. theJAMS filing and administration fee and the arbitrator’s fee) up to $350 for anarbitration initiated in accordance with this arbitration agreement. If,however, the arbitrator finds that either the substance of your claim or therelief sought is frivolous or brought for an improper purpose (as measured bythe standards set forth in Federal Rule of Civil Procedure 11(b)), then thepayment of all such fees will be governed by the AAA Rules. In such case, youagree to reimburse us for all monies we previously disbursed that areotherwise your obligation to pay under the AAA Rules. In addition, if youinitiate an arbitration in which you seek more than $50,000 in damages, thepayment of these fees will be governed by the AAA rules.

(d) Notwithstanding the AAA Rules, the foregoing or any other provision ofthese Terms of Use (including the arbitration agreement), any disagreementor dispute concerning arbitrability (whether a particular Dispute is arbitrable)or the scope of this arbitration agreement shall be resolved by, if your billingaddress is in Canada, the Supreme Court of British Columbia, or otherwise, bythe United States District Court for the federal district in which you reside;provided that if that United States District Court lacks subject matterjurisdiction, then any such disagreement or dispute shall be resolved by thestate court of general jurisdiction embracing the area in which you reside. Byway of example only (and not by limitation), if the parties do not agree onwhether a particular Dispute is subject to arbitration under this arbitrationagreement, the proper tribunal to decide such Dispute is the United StatesDistrict Court (for the appropriate district, as provided above) or, absentsubject matter jurisdiction in that United States District Court, in theappropriate state court (as described above). The arbitrator shall stay allarbitration proceedings pending a decision from the appropriate court ondisputes under this subsection (d). The arbitrator shall follow, adhere to anddefer to the decision, order, decree or judgment of the court following thecourt’s decision of any such dispute under this subsection (d). Any action,award or partial award of the arbitrator in contravention of this limitationmay be the subject of court appeal by the aggrieved party. No other aspectof any ruling by the arbitrator shall be appealable, and all other aspects ofthe arbitrator’s ruling shall be final and non-appealable, except as set forth

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herein.

(e) WAIVER OF CLASS-WIDE PROCEEDINGS: You agree that, by entering intothese Terms of Use, you and we are each waiving the right to participate in aclass action or class arbitration. Each party to these Terms of Use agrees andcovenants that it will not initiate any class-wide proceedings, including classactions or class arbitrations, against another party, and will not act as aclass representative or class member. This provision constitutes anagreement that any Dispute will be resolved exclusively on a bilateral basisbetween the parties, with each party acting in his/her/its individual capacity.Further, unless both parties agree otherwise, the arbitrator may notconsolidate more than one person’s claims, and may not otherwise presideover any form of a representative or class proceeding. The arbitrator mayaward relief only in favor of the individual party seeking relief and only to theextent necessary to provide relief warranted by that party’s individual claim.If for any reason the prohibition on class arbitration in this subsection (e) isnot or cannot be enforced, then the agreement to arbitrate will not apply.

(f) These Terms of Use evidence a transaction in interstate commerce, andthus the Federal Arbitration Act (the “FAA”) governs the interpretation andenforcement of this provision. Texas state law and procedures concerningarbitration shall apply to these Terms of Use only to the extent that they donot conflict with and are not inconsistent with the FAA. This arbitrationagreement shall survive termination of these Terms of Use.

(g) Unless both parties agree otherwise, any arbitration hearings will takeplace in the Dallas, Texas, or another location mutually agreeable to theparties. Subject to the terms of this arbitration agreement, all Disputes shallbe decided by a single arbitrator, who shall be either: (1) a retired federaljudge; (2) a retired state court judge who sat on a trial court or appellatecourt for at least five (5) years; or (3) an attorney admitted to practice in thestate in which the Dispute will be resolved for at least twenty-five (25) yearswith no disciplinary history. The arbitrator shall be selected by mutualagreement of the parties within thirty (30) days of the effective date of thenotice initiating the arbitration. If the parties cannot agree on an arbitrator,then the complaining party shall notify JAMS (or the AAA, as applicable) andrequest selection of an arbitrator in accordance with the applicable AAA

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Rules. The arbitrator shall have only such authority to award equitable relief,damages, costs, and fees as a court would have for the particular claim(s)asserted.

(h) This arbitration agreement is not intended to modify or limit the remediesavailable to either party, including the right to seek interim relief, such asinjunction or attachment, through judicial process, which will not be deemeda waiver of the right to demand and obtain arbitration. Any Dispute that isnot arbitrated, including any judicial action to enforce this arbitrationprovision will be litigated exclusively in, if you reside in Canada, the SupremeCourt of British Columbia, or otherwise in the United States District Court forthe federal district in which you reside, and the parties hereby consent andsubmit to the jurisdiction and venue of such court; provided that if thatUnited States District Court lacks subject matter jurisdiction, then any suchdisagreement or dispute shall be resolved by the state court of generaljurisdiction embracing the area in which you reside.

(i) The arbitrator shall have the authority to compel adequate discovery forthe resolution of the dispute and to award such relief as would otherwise bepermitted by law; provided, however, that in no event shall the right todiscovery granted to the parties to these Terms of Use exceed ten (10)interrogatories, twelve (12) documents requests, two third-party subpoenas,and one deposition (of not more than four hours), per side. The parties maysubmit such pre-arbitration and post-arbitration briefs (including briefsduring arbitration) as they choose, provided that no party shall submitbriefing exceeding a reasonable page limitation to be set by the arbitrator. Inthe event any party submits a motion, the arbitrator shall consider themotion and either deny it or request opposition briefing by the non-movingparty, which shall not be required until requested by the arbitrator. Thearbitrator may not grant a motion without allowing the opposing party anopportunity to oppose. The total length of the arbitration hearings on themerits shall not exceed 10 hours of hearing time, to be divided equallybetween the opposing sides. All discovery shall be completed no later thansixty (60) days after appointment of the arbitrator. The hearing shall beconcluded no later than one hundred eighty (180) days after appointment ofthe arbitrator, unless the arbitrator’s schedule requires a later hearing. Thearbitrator may only extend these limits at the request of a party when the

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arbitrator finds exceptional cause for the extension. The parties may extendthese limits by mutual agreement.

(j) The arbitrator shall be required to issue a written arbitration decisionincluding the arbitrator’s essential findings, conclusions and a statement ofaward. Except as set forth herein, the arbitrator shall have exclusive authorityto resolve all Disputes.

16. Connectivity; Mobile.

Normal carrier charges and taxes may apply to any Materials you accessfrom the Site. Active is not responsible for any surcharges you incur from yourcell phone or internet service provider as a result of the use of the Site. Withrespect to mobile versions or applications, your carriers’ normal rates andfees, including text messaging and data fees may apply to your use of theSite or Services. In the event you change or deactivate your mobile telephonenumber, you will endeavor to update your account information within 48hours to ensure that your messages are not sent to the person who acquiresyour old number.

17. Applicable Law.

You and Active agree that (i) for users in Canada, the statutes and the lawsof British Columbia, without regard to the conflict of laws principles thereof,will apply to all matters relating to the use of the Site and (ii) for all otherusers, the statutes and laws of the State of Texas, without regard to theconflict of laws principles thereof, will apply to all matters relating to use ofthe Site.

18. U.S. Export Controls.

This Site and software derived from this Site is further subject to United Statesexport controls. No software from this Site may be downloaded or otherwiseexported or re-exported: (i) into (or to a national or resident of) Cuba, Iraq,Libya, North Korea, Iran, Syria, or any other country to which the U.S. hasembargoed goods; or (ii) to anyone on the U.S. Treasury Department’s list ofSpecially Designated Nationals or the U.S. Commerce Department’s Table ofDeny Orders. By downloading or using the Site or any software derivedtherefrom, you represent and warrant that you are not located in, under thecontrol of, or a national or resident of any such country or on any such list.

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19. Privacy.

We believe that your privacy and the privacy of all our users are important.These Terms of Use should be read alongside our Privacy Policy, which is anon-contractual document providing important information about how yourpersonal information is used. Please carefully review our

Whilst the Privacy Policy does not create contractual obligations for eitherActive or you, you acknowledge and agree that, to the extent permitted bylaw, any disputes related to our

, including any breaches insecurity or privacy (and statutory obligations relating to security or privacy),will be subject to the limitations on liability contained in these Terms of Use.By registering for and participating in a sports Event, you understand andagree that your activity or event, or other results may be posted by the Eventorganizer. If you would prefer that your results not be posted or be takendown, you must contact the organizer of the Event directly, and Active is notresponsible for the posting or removal of such information. Active will not beresponsible or otherwise liable for any use or disclosure of your contactinformation, or financial information, by a third party to whom Active isallowed to disclose your contact information under the

If youpost any User Content to the Site, by email or otherwise, we will treat it asnon-confidential and non-proprietary to you. When we say in these Terms ofUse “post” we mean the provision of information to the Site through featuresof the Site that are used to make information available to other members ofthe public (e.g., user reviews, bulletin/message boards, chat rooms, etc.).User Content is outside of the scope of the

and may bepublicly displayed and disclosed and otherwise used by Active or any thirdparty in any way. By posting User Content to the Site, you authorize us to useor allow others to distribute, reproduce or otherwise use such User Content.You should not post information about yourself on the Site that can be usedto identify or contact you, including, but not limited to, your name, home orwork address, phone numbers, email address or other such information. Ifyou post such information, Active cannot prevent it from being used in amanner that violates these Terms of Use, the law, or your personal privacyand safety. By posting such information on the Site, you violate these Termsof Use, and you assume the risks and sole liability for the results of suchposting.

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20. Questions.

If you have any questions, comments or complaints regarding these Termsof Use or the Site, feel free to contact us at:

support@active.com

21. Notice Regarding Electronic Commercial Services for California Users.

Under California Civil Code Section 1789.3, California Site users are entitled tothe following specific consumer rights notice: The Complaint Assistance Unitof the Division of Consumer Services of the California Department ofConsumer Affairs may be contacted in writing at 1625 North Market Blvd.,Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

22. Notice.

Active may provide you with notices, including those regarding breaches ofsecurity, by email, regular mail or postings on the Site. All notices from you toActive must be sent to Active Network, LLC, 5850 Granite Parkway, Suite 1200,Plano, TX 75024 or

support@active.com

and such notices will be deemedreceived the next day if sent via email, overnight mail or courier or three (3)days after deposited in the mail sent certified or registered.

23. Miscellaneous.

Active may assign its rights and obligations under these Terms of Use andupon such assignment, Active may be relieved of any further obligationhereunder. You may not assign any of your rights or obligations under theseTerms of Use. Any assignment in violation of these terms is void.

Rights and obligations under these Terms of Use which by their nature shouldsurvive will remain in full effect after termination or expiration of the Terms ofUse.

You represent to Active that you have the authority to register with Activeaccording to these Terms of Use. The failure of Active to exercise or enforceany right or provision of these Terms of Use shall not constitute a waiver ofsuch right or provision. The section titles in these Terms of Use are forconvenience only and have no legal or contractual effect. Active mayprovide you with notices, including those regarding changes to these Termsof Use and notices regarding breaches of security, by email, regular mail orpostings on the Site. Except for certain Active licensors, or as may be

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otherwise expressly provided herein, there are no third-party beneficiaries tothese Terms of Use. If any provision of these Terms of Use is held to beunenforceable by a court of competent jurisdiction for any reasonwhatsoever, (i) the validity, legality, and enforceability of the remainingprovisions of these Terms of Use (including without limitation, all portions ofany provisions containing any such unenforceable provision that are notthemselves unenforceable) shall not in any way be affected or impairedthereby, and (ii) to the fullest extent possible, the unenforceable provisionshall be deemed modified and replaced by a provision that approximatesthe intent and economic effect of the unenforceable provision and theseTerms of Use shall be deemed amended accordingly. We may translatethese Terms of Use, our

or any other operating rules, policiesand procedures that may be published from time to time on the Site intoother languages for your convenience. The English language version of eachof these documents is the version that governs your use of the Site and in theevent of any conflict between the English language version and a translatedversion, the English language version will control. A printed version of theseTerms of Use and of any notices given in electronic form shall be admissiblein judicial or administrative proceedings based upon or relating to theseTerms of Use to the same extent and subject to the same conditions as otherbusiness documents and records originally generated and maintained inprinted form.