Terms of Use

Last Revised: September 11, 2008

These Terms of Use shall apply to all websites owned and/or operated by the Active Network, Inc., including without limitation the website on which these Terms of Use are posted and Active’s parents, subsidiary and/or affiliate entities whether or not referred to directly as Active or The Active Network, Inc. Active maintains this and other websites as a service to its customers. By accessing and/or using the web sites owned, operated and/or maintained by Active (the "Active Sites"), you are expressly agreeing to comply with and be bound by the following Terms of Use and Active’s Privacy Policy separately provided, as well as all applicable laws and regulations. IF YOU DO NOT AGREE WITH THESE TERMS OF USE, YOU ARE NOT AUTHORIZED TO USE THE ACTIVE SITES AND MUST NOT ACCESS OR USE THEM. Active may revise and update these Terms of Use at any time; please periodically review them, because your continued usage of the Active Sites indicates your agreement with any such changes.

You further understand and agree that any updates, enhancements or added features of any Active Sites or services shall be made part of these Terms of Use. Additionally, certain of the Active Sites may be subject to registration, processing and handling fees and/or subject to additional terms of use (e.g. eteamz.com). You are responsible for promptly paying those fees to insure your right to access the associated Active Sites and/or services.

  1. Copyright.

    Ownership. All content included on the Active Sites, such as text, graphics, logos, button icons, images, audio clips and software, as well as the compilation of any of the foregoing (meaning the collection, arrangement and assembly), are the property of Active or its content suppliers and protected by U.S. and international copyright laws. You acknowledge and agree that Content contained in sponsor advertisements or information presented to you through the Active Sites or by advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by Active or such advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Active Sites, services, products or software, in whole or in part.

    Permitted Use. The content and software on the Active Sites may be used as an information, entertainment, registration and/or shopping resource. In addition, Active hereby authorizes you to view, copy, download, and print for personal use only any Active-owned content on the Active Sites. Such personal use is subject to the following conditions: (i) content may be used only for non-commercial, informational purposes and may not be posted or distributed, (ii) the content may not be modified, and (iii) copyright, trademark and other proprietary notices may not be removed. This permission does not extend to materials owned by Active licensors. Except as expressly stated in these Terms of Use or as otherwise specifically authorized by Active, you may not duplicate, download, publish, modify or otherwise distribute (including through the use of frames or deep links) the material on the Active Sites. Furthermore, you may not copy, reproduce or distribute the design or layout of the Active Sites, the Active logos or other design elements or software. Any use of the Active Site content not described herein is strictly prohibited. You also shall not (and shall not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the software contained in any Active Site. You agree not to modify any software for an Active Site in any manner or form, nor to use modified versions of such software, including (without limitation) for the purpose of obtaining unauthorized access to the Active Sites. You agree not to access the Active Sites by any means other than through the interface that is provided and authorized by Active.

    Copyright Complaints. Active respects the intellectual property of others, and we ask our content partners and Active members to do the same. If you believe that your copyrighted work has been impermissibly copied or used and is accessible on the Active Sites in a way that constitutes copyright infringement, you may notify Active by providing Active's copyright agent the following information:

    1. an electronic or physical signature of the owner of the copyright or the person authorized to act on the owner's behalf.
    2. A description of the copyrighted work that you claim has been infringed and a description of the infringing activity.
    3. Identification of the location where the original or an authorized copy of the work exists, for example the URL (i.e., web page address) where it is posted or the name of the magazine in which it has been published.
    4. Identification of the URL or other specific location of the Active Sites where the material that you claim is infringing is located, including enough information to allow us to locate the material.
    5. Your name, address, telephone number and e-mail address.
    6. A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent or the law.
    7. A statement by you, made under the penalty of perjury that the above information in your notice is correct and that you are the copyright owner or authorized to act on the copyright owner's behalf. Active's agent for notice of claims of copyright infringement on the Active site can be reached as follows: General Counsel/VP of Corporate Affairs, The Active Network, Inc, 10182 Telesis Court, Ste. 300, San Diego, CA, 92121. Phone: 1.888.543.7223.

  2. Permitted Use of Active Trademarks

    Active trademarks identify Active products and services, and let the public know the source of those products and services. You may make comparative or other nominal fair use of our trademarks in advertising and promotional materials, and in referring to our products and services (for example, in a magazine article) without our permission, provided you follow standard trademark usage practices and provide proper attribution to Active. Other uses require written permission from Active, and absent such express permission, you agree not to use or display the Active trademarks in any manner. Please make such requests by e-mail to bizdev@active.com; we will evaluate your request as soon as possible.

    Active’s Trademarks include, without limitation, those published and searchable on the United States Patent and Trademark Office located at http://www.uspto.gov at “Search Trademarks” and the Canadian Trademark Office at: http://strategis.ic.gc.ca/sc_mrksv/cipo/welcome/welcom-e.html at “Search” indicating The Active Network as the identified owner for conducting such search.

  3. User Submissions and Content

    Active may provide interactive areas on the Active sites, in which users may post communications. You understand that all information (including your member name or user name), data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. This means that you, and not Active, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via the Active Sites. Active does not control the Content posted via the Active Sites and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Active Sites, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will Active be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Active Sites. You further understand that the internet has no geographical boundaries, and you therefore agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

    Active does not claim ownership of any Content submitted and/or posted by you on any Active Site(s). However, by submitting and/or posting any Content to the Active Sites, you grant Active a royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, communicate to the public, perform and display the content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed, for the full term of any rights that may exist in such Content. You also permit any subscriber to access, display, view, store and reproduce such content for personal use.

    In consideration of being allowed to use the Active interactive areas and Active Sites, you agree not to:

    1. impersonate any other person or entity, whether actual or fictitious, including impersonating an employee or consultant of Active.
    2. use an inappropriate member name of any kind.
    3. target or harm minors in any way.
    4. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Active Sites.
    5. upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements).
    6. upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party.
    7. upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas that are designated for such purpose.
    8. upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
    9. disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of the Active Sites are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges.
    10. interfere with or disrupt the Active Sites or servers or networks connected to the Active Sites, or disobey any requirements, procedures, policies or regulations of networks connected to the Active Sites.
    11. intentionally or unintentionally 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 or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law.
    12. provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act.
    13. upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable.
    14. "stalk" or otherwise harass another; and/or
    15. collect or store personal data about other users in connection with the prohibited conduct and activities set forth in paragraphs above.

    The foregoing actions shall constitute a material breach of these Terms of Use. Active reserves the right to delete from the Active Sites any Content, postings or member names that violate the above terms and will cooperate fully with any law enforcement officials and/or agencies in the investigation of any violator or violators, up to and including complete and immediate termination of your registration and/or accounts with Active. You acknowledge that Active may or may not pre-screen Content, but that Active and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any Content that is available via the Active Sites. Without limiting the foregoing, Active and its designees shall have the right to remove any Content that violates these Terms of Use or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by Active or submitted to Active, including without limitation information in Active Message Boards and in all other parts of the Active Sites.

    You acknowledge, consent and agree that Active may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms of Use; (c) respond to claims that any Content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of Active, its users and the public.

    You understand that the technical processing and transmission of the Active Sites, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

    You understand that the Active Sites and software embodied within the Active Sites may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by Active and/or content providers who provide content to the Active Sites. You may not attempt to override or circumvent any of the usage rules embedded into the Active Sites. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the Active Sites, in whole or in part, is strictly prohibited.

    Should you choose to submit any ideas, suggestions, documents, and/or proposals (“Submissions”) to Active through any of its media, you acknowledge and agree that: (i) your Submissions do not contain confidential or proprietary information; (ii) Active is not under any obligation of confidentiality, express or implied, with respect to the Submissions; (iii) 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; (iv) Active may have something similar to the Submissions already under consideration or in development; (v) your Submissions shall automatically become the property of Active without any obligation of Active to you; and (vi) you are not entitled to any compensation or reimbursement of any kind from Active under any circumstances.

  4. Links; Third Party Services; Promotional Messages

    As a convenience to our members, we may provide links to third-party web sites. The linked sites are not under our control, and we make no representations as to the quality, suitability, functionality or legality of any sites to which we may provide links. You hereby waive any claim you might have against Active with respect to such sites.

    In addition, you may order services or merchandise through the Active Sites from other persons not affiliated with Active ("Seller"). For example, you may choose to register for a sporting event and purchase event-related merchandise on the Active Sites. All matters concerning the merchandise and services desired from a Seller, including but not limited to purchase terms, payment terms, warranties, guarantees, maintenance and delivery, are solely between you and the Seller. Active makes no warranties or representations whatsoever with regard to any goods or services provided by Sellers. You will not consider Active, nor will Active be construed as, a party to such transactions, whether or not Active may have received some form of revenue or other remuneration in connection with the transaction. You agree that Active will not be liable for any costs or damages arising out of such transactions, either directly or indirectly.

    Active and/or third parties may, from time to time, send e-mail messages to you containing advertisements, promotions, etc. Active makes no representation or warranty with respect to the content of any such e-mail messages or any goods or services which may be obtained from such third parties, and you agree that neither Active nor such third party shall have any liability with respect thereto. You further agree to receive certain periodic communications from Active such as newsletters, content, messages, and announcements, and that these communications are considered part of your access of the Active Sites and services and that you may not be able to opt out of receiving such communications in every instance.

  5. Registration and Password

    You are responsible for maintaining the confidentiality of your login ID and password (your "registration"). You shall be responsible for all uses of your registration, whether or not authorized by you. You agree to immediately notify Active of any unauthorized use of your registration. You further represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. 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 to suspect that such information is untrue, inaccurate, not current or incomplete. Active has the right to immediately suspend or terminate your account and refuse any and all current or future use of the Active Sites or related products and services (or any portion thereof). Active makes every effort to protect individual privacy and personal information, and is particularly concerned about child privacy. Parents of children under the age of 13 who wish to allow their children access are required to provide their consent for any registration. By creating such a registration involving your child under the age of 13, you certify that you are at least 18 years old or that you are the parent or legal guardian of the child/children listed on the registration. Unless you have notified us otherwise, you also give your child permission to access many areas of the Active Sites related to the registration, including email, message boards and other registration related information. Please remember that the Active Sites and Active services are intended to apply to a broad audience. Accordingly, as the parent or legal guardian, it is your responsibility to determine whether any of the Active Sites areas and/or content are appropriate for your child.

    Registration data and certain other information about you is subject to Active’s Privacy Policy located at: http://www.active.com/images/eteamz/privacy-policy/index.html Through your use of the Active Sites and related services you consent to the collection and use (as set forth in the Privacy Policy) of certain information about you, including the transfer of this information to the United States and/or other countries for storage, processing and use by Active and its affiliates.

    Charges and Billing For Certain Active Sites. Certain of the Active Sites, such as eteamz.com, require payment of access fees. By registering for those Active Sites, you hereby authorize Active to charge for and collect from your designated electronic payment method(e.g. credit card, debit card, etc. hereinafter collectively referenced as "payment method"), in advance, for all applicable fees incurred by you in connection with your chosen service and registration for your account. You hereby understand and agree that in most cases, Active will be charging your designated payment method in accordance with the payment schedule of the service for which you have registered, but some service fees may accumulate on your account before they are actually charged to your payment method. Member futher acknowledges that it is Member's responsibility to provide accurate billing and payment information and keep this information up-to-date. You authorize Active to charge your payment method for these charges, to obtain updated account information directly from your credit card company and/or financial institution for facilitating any such authorized charges, as may be applicable, and to retain information about the payment method associated with your Account. If Active does not receive payment from your designated payment method, you agree to pay all amounts due upon demand by Active. All fees shall be paid in U.S. dollars. Every time you use the Service, you reaffirm that (i) Active is authorized to charge your designated payment method; (ii) Active may submit charges incurred under your Account for payment; and (iii) you will be responsible for such charges, even if your membership is canceled or terminated.

    Active reserves the right to change any fees (which includes but is not limited to, charging a fee for packages, options, upgrades and/or a Service for which Active does not currently charge a fee) or billing methods at any time, provided, however, that such modifications shall not take effect earlier than thirty (30) days after Active posts such modification on the applicable Active Site(s). Active also has the right to collect applicable taxes and impose premium surcharges for some areas of the Service and these surcharges may apply immediately after you register for the associated service. You may cancel any your Account or any associated optional or upgraded services therefore at any time, but Active will not refund any remaining portion of your pre-paid fees and you may be charged an additional cancellation fee. The answer to many common billing questions can by found by going to http://help.eteamz.com/plus.html

    You agree to pay your Account balance on time. You also agree to pay any taxes, including sales or use taxes, resulting from your use of the Service. Amounts not paid by you to Active when due will be assessed an additional 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. That amount is also due immediately. Nonpayment of services will cause your Account to be deemed delinquent and Active may terminate or suspend your Account for nonpayment. You are responsible and liable for any fees, including attorney and collection fees, that Active may incur in its efforts to collect any remaining balances due from you. This section titled Charges and Billing For Certain Active Sites shall in no way limit any other remedies available to Active. You also understand and agree that you will be billed for and will pay any outstanding balances if you cancel your account or your account is terminated. You must notify Active of any billing problems or discrepancies within sixty (60) days after they first appear on your credit card account statement. If you do not notify Active within sixty (60) days, you waive any right to dispute such problems or discrepancies.

    Donations on Active Sites. There is no upfront charge to you for using Active’s Sites permitting the submission of monetary donations such as the ActiveGiving system. However, each online donation will require the organization to pay a processing and handling charge equal to 6.5% of the donated amount plus $1.00 (subject to change by Active in its sole discretion). Such charges shall be collected by Active. Fees collected from online registrants will be sent in regular intervals to the designated charitable organization in accordance with contract and law, less Active’s processing and handling fee. All donations are the exclusive property of you and/or the charitable organization designated to receive the donation. Any refunds shall be exclusively and directly handled the designated charitable organization. Active shall not be responsible for processing or making any refunds.

    Pricing Information Disclosure For California Residents. Under California Civil Code Section 1789.3, California residents that access the Active Sites and services are entitled to the following specific consumer rights information: (i) Pricing Information - Current rates for using the Service may be obtained by going to the pricing schedule on the Active Web Site located at http://eteamz.active.com/plus/PLUS_pricing.cfm Active reserves the right to change any fees, pricing or charges or to institute new fees at any time; (ii) Complaints - The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1020 N. Street, #501, Sacramento, CA 95814, or by telephone at 1-916-445-1254.

  6. Disclaimer of Warranties

    YOU EXPRESSLY AGREE THAT USE OF ACTIVE IS AT YOUR SOLE RISK. ACTIVE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. ACTIVE AND ITS SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE INFORMATION ON THE ACTIVE SITES OR OTHERWISE BY ACTIVE IS PROVIDED WITH THE UNDERSTANDING THAT NEITHER ACTIVE NOR ITS MEMBERS, WHILE SUCH MEMBERS ARE PARTICIPATING IN ACTIVE, ARE ENGAGED IN RENDERING LEGAL, MEDICAL, COUNSELING OR OTHER PROFESSIONAL SERVICES OR ADVICE. ACTIVE ENCOURAGES YOU TO SEEK APPROPRIATE PROFESSIONAL ADVICE OR CARE FOR ANY SITUATION OR PROBLEM WHICH YOU MAY HAVE. IN PARTICULAR, THE ACTIVITIES AND EXERCISES DESCRIBED IN TRAINING PROGRAMS AND ARTICLES ON ACTIVE CAN BE DANGEROUS AND MAY RESULT IN INJURY OR DEATH. YOU MUST CONSULT WITH A LICENSED PHYSICIAN BEFORE PARTICIPATING IN ANY OF THE ACTIVITIES DESCRIBED ON ACTIVE.

    ACTIVE MAKES NO WARRANTY THAT THE ACTIVE SITES' SERVICES WILL BE UNINTERRUPTED, SECURE OR ERROR FREE. ACTIVE DOES NOT GUARANTEE THE ACCURACY OR COMPLETENESS OF ANY INFORMATION IN, OR PROVIDED IN CONNECTION WITH, THE ACTIVE SITES. ACTIVE IS NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS, OR FOR THE RESULTS OBTAINED FROM THE USE OF SUCH INFORMATION. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE ACTIVE SITES IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR OWN COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA.

  7. Limitation of Liability

    ACTIVE, ITS SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ACTIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE ACTIVE SITES, PRODUCTS OR SERVICES; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE ACTIVE SITES; (C) USE BY YOU OF ANY TRAINING PROGRAM OR ANY OTHER PRODUCT PURCHASED THROUGH ACTIVE; (D) YOUR PARTICIPATION IN ANY PROMOTION OR PROGRAM COORDINATED BY ACTIVE; (E) PERSONAL INJURY NOT CAUSED BY ACTIVE’S GROSS NEGLIGENCE; (F) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (G) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE ACTIVE SITES; OR (H) ANY OTHER MATTER RELATING TO THE ACTIVE SITES, OR ACTIVE PRODUCTS OR SERVICES. YOU AGREE THAT ACTIVE’S MAXIMUM LIABILITY TO YOU, FOR ANY REASON OR CAUSE WHATSOEVER, SHALL NOT EXCEED THE TOTAL AMOUNT OF MONIES RECEIVED BY ACTIVE FROM YOU.

  8. Indemnification

    You agree to defend, indemnify and hold harmless Active, its subsidiaries, and each of their affiliates, directors, officers, agents, partners, contractors, licensors, licensees and employees or the author of any training program from any claim, demand, loss, liability or expense (including reasonable attorneys' fees), relating to or arising out of: your use of Active’s services; the Active Sites; any other websites accessed from or affiliated with the Active Sites; any products purchased off of the Active Sites or websites available from or related to the Active Sites; the use by you of any training programs purchased through Active; your violation of these Terms of Use; content you submit, post, transmit or otherwise make available through the Active Sites; or any other infringement committed by you, or any other subscriber of your account, of any intellectual property or other right of any person or entity.

  9. Termination

    Active reserves the right, in its sole discretion, to immediately and without any prior notice to suspend or terminate (i) these Terms of Use; (ii) your registration with or ability to access the Active Sites and/or any other service provided to you by Active upon; (a) any breach by you of these Terms of Use or upon your demonstration of conduct that Active determines to be inappropriate; (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) discontinuance or material modification to the Active Sites and/or Active services (or any part thereof), (e) unexpected technical or security issues or problems, (f) extended periods of inactivity, (g) engagement by you in fraudulent or illegal activities, and/or (h) nonpayment of any fees owed by you in connection with the Services. Where your account or registration with Active is terminated, you may be required to forfeit any credits, pre-paid fees, and any other amounts collected by Active as part of your use and registration of the Active Sites. Active shall not be required to refund, redeem or pay any such amounts to you, and you shall remain liable to Active for any charges, fees, commitments, and obligations incurred by you prior to such termination. All records, information, messages, content and other information related to your registration and account may also be deleted by Active in its sole discretion without any notice or liability to you. Active shall not be liable to you or any third party for any termination of your account, any associated account related or identifying information, or access to the Active Sites and/or Active services.

  10. Applicable Law; Consent to Jurisdiction

    The Active Sites (excluding linked sites) are controlled by Active from its offices within the State of California, United States of America. The Active Sites can be accessed from all 50 states, as well as from other countries around the world. As each of these places has laws that may differ from those of California, by accessing the Active Sites both you and Active agree that the statutes and laws of the State of California, without regard to the conflict of laws principles thereof, will apply to all matters relating to use of the Active Sites.

    You agree that exclusive jurisdiction for any dispute with Active, or in any way relating to your membership or use of Active, resides in the courts of the State of California and you further agree and expressly consent to the exercise of personal jurisdiction in the courts of the State of California in connection with any dispute including any claim involving Active or its affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication providers and content providers. If any provision of these terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions.

  11. Miscellaneous

    Active reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, these Terms of Use, the Active Sites and/or Active services (or any part thereof) with or without notice. Active shall not be liable to you or to any third party for any modification, suspension or discontinuance. The failure of either party to insist upon or enforce strict performance by the other party of any provision of the Terms of Use or to exercise any right under the Terms of Use will not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision or right in that or any other instance, rather, the same will be and remain in full force and effect. Active may assign its rights and obligations under these Terms of Use and upon such assignment Active may be relieved of any further obligation hereunder.

    You represent to Active that you have the authority to register with Active according to these Terms of Use. The failure of Active to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms of Use remain in full force and effect. The section titles in these Terms of Use are for convenience only and have no legal or contractual effect. Active may provide you with notices, including those regarding changes to these Terms of Use, by email, regular mail or postings on the Active Sites. Except for certain Active licensors, or as may be otherwise expressly provided herein, there are no third-party beneficiaries to these Terms of Use.

    With your prior approval, Active reserves the right to charge fees, surcharges and/or membership fees at any time. Please see our Credit Card Payment Policies for additional information.

  12. Contact

    Please report any violations of these Terms of Use by contacting The Active Network, Inc, Attn: General Counsel/VP of Corporate Affairs, 10182 Telesis Court, Suite 300, San Diego, CA 92121. Phone: 1.888.543.7223 http://www.activenetwork.com


eteamz PLUS member agreement


  1. Acceptance of Terms

    This is a legal agreement ("Agreement") between you, the user, together with any company or other business entity you are representing, if any (collectively, the "Member") and The Active Network, Inc. ("Active"). This Agreement governs the access and use of all services for which Member registers and which are provided by or through Active’s Web Site and Active's online resources, including without limitation the eteamz Web site building and hosting services (collectively, the "Service"). IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT PURCHASE, USE OR ACCESS THE SERVICE.

    The Service is offered to Member conditioned upon Member's acceptance without modification of this Agreement. Member acknowledges that, from time to time, it may be necessary for Active to update or revise certain provisions of the Agreement. By joining Active and accepting this Agreement, Member agrees that Active may change the terms of the Agreement in its sole discretion without specific notice to Member. If Member does not agree to the changes proposed by Active, or to any terms in this Agreement, Member's sole and exclusive remedy is to cancel Member's Active account ("Member's Account"). Notwithstanding the foregoing, Active reserves the right to cancel, suspend or refuse access to the Service to anyone in its sole discretion. Unless explicitly stated otherwise, any new features or products that change, augment or enhance the current Service shall be subject to this Agreement.

  2. General Use of the Service

    Member shall not use the Service, in whole or in part, for any purpose that is unlawful or prohibited by this Agreement. Member agrees that Member will not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, frame in another web page, use on any other Web site, transfer, or sell any information, software, lists of users, databases or other lists, products or services provided through or obtained from the Service other than for use in creating a Web site ("Member Web Site") in accordance with this Agreement. This means, among other activities, that Member agrees not to engage in the practices of "screen scraping", "database scraping", or any other activity with the purpose of obtaining lists of users or other information. Member agrees that Member will not use the Service in any manner that could damage, disable, overburden, or impair the Service or interfere with any other party's use and enjoyment of the Service. Member may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Service. Except with the written permission of Active, Member agrees that Member will not access or attempt to access password protected, secure or non-public areas of the Service. If Member attempts to access prohibited areas of the Service, Member may be subject to prosecution.

  3. Charges and Billing

    Member hereby authorizes Active to charge Member's designated payment method in advance for all applicable fees incurred by Member in connection with Member's chosen Service and Member's Account. Member hereby acknowledges that in most cases, Active will be charging Member's designated payment method in accordance with the payment schedule of the Service for which Member has registered, but some charges may accumulate on Member's account before they are charged to Member's payment method. Member further acknowledges that it is Member's responsibility to provide accurate billing and payment information and keep this information up-to-date. You authorize Active to charge your payment method for these charges, to obtain updated account information directly from your credit card company and/or financial institution for facilitating any such authorized charges, as may be applicable, and to retain information about the payment method associated with your Account. If Active does not receive payment from your designated payment method, you agree to pay all amounts due upon demand by Active. All fees shall be paid in U.S. dollars.

    Every time you use the Service, you reaffirm that (i) Active is authorized to charge your designated payment method; (ii) Active may submit charges incurred under your Account for payment; and (iii) you will be responsible for such charges, even if your membership is canceled or terminated.

    Active reserves the right to change any fees (which includes but is not limited to, charging a fee for packages, options, upgrades and/or a Service for which Active does not currently charge a fee) or billing methods at any time, provided, however, that such modifications shall not take effect earlier than thirty (30) days after Active posts such modification on the Active Web Site. Active also has the right to collect applicable taxes and impose premium surcharges for some areas of the Service and these surcharges may apply immediately after Member registers for the Service. As set forth in Section 18 of this Agreement, Member may cancel any Service Upgrades or Member's Account at any time, but Active will not refund any remaining portion of Member's pre-paid fees when Member cancels such upgrades or Member's Account and Member may be charged a cancellation fee. The answer to many common billing questions can by found by going to http://help.eteamz.com/plus.html.

    Member agrees to pay Member's Account balance on time. Member also agrees to pay any taxes, including sales or use taxes, resulting from Member's use of the Service. Amounts not paid by Member to Active when due will be assessed an additional 1.5% (or the highest amount allowed by law, whichever is lower) per month if Member's payment is more than thirty (30) days past due. That amount is also due immediately. Nonpayment of services will cause your Account to be deemed delinquent and Active may terminate or suspend your Account for nonpayment. Member is responsible and liable for any fees, including attorney and collection fees, that Active may incur in its efforts to collect any remaining balances due from Member. This Section 3 shall in no way limit any other remedies available to Active. Member also acknowledges and agrees that Member will be billed for and will pay any outstanding balances if Member cancels Member's Account or Member's Account is terminated. Member must notify Active of any billing problems or discrepancies within sixty (60) days after they first appear on Member's credit card account statement. If Member does not notify Active within sixty (60) days, Member waives any right to dispute such problems or discrepancies.

  4. Member Registration/Privacy Policy

    In order for Member to participate in the Service, Active will require Member to provide specific information about Member and Member's organization. If Member chooses to participate and build a Member Web Site, Member agrees to provide true, accurate and complete information and to refrain from impersonating or falsely representing Member's affiliation with any person or entity. Member shall be responsible for maintaining the confidentiality of Member's Account and password and shall be responsible for any and all transactions by users given access to such account or password and any and all consequences of use or misuse of such account and password. Member shall be responsible for all actions by such users, including without limitation former employees and former partners, and shall indemnify Active for such actions as set forth in Section 13.

    Any information supplied by Member upon registering for the Service and any other information about Member and/or Member's organization (collectively, "Member Data") is subject to Active's Privacy

  5. Member Account Limitations

    Member hereby acknowledges that Active may, from time to time, establish general practices and limits concerning the use of the Service, including without limitation, (a) the maximum number of days that email messages, guest book entries, discussion board postings or other content posted on the Member Web Site will be retained by Active, (b) the maximum limits on bandwidth usage that will be allotted to Member, and (c) maximum limits on storage space. Any of the foregoing limits will be consistent with the Service (including any upgrades) for which Member has registered. Member agrees that Active has no responsibility or liability for the deletion or failure to store any content maintained or transmitted by the Service. Member further acknowledges and agrees that Active reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

  6. Content Submitted to Active

    The Active Web Site includes a number of venues such as Member Web sites and Web pages, Discussion Boards and/or other message or communication facilities designed to enable Members to disseminate and exchange thoughts and opinions to and with other users or the public. Although Active firmly believes in the value of free and open dissemination and exchanges, it is under no obligation, but does reserve the right, to monitor, pre-screen, or otherwise censor Member's thoughts and opinions. Therefore, Active cannot be responsible for the appropriateness, accuracy, sufficiency, correctness, veracity, completeness, or timeliness of such thoughts and opinions. Member acknowledges that Member should always use caution when posting any personally identifying information about Member or Member's associates on the Active Web Site, the Member Web Site, or any other user Web sites.

  7. Member Conduct

    Member's right to use the Service is personal to Member and Member's organization and its employees (if applicable). Member, and not Active, is entirely responsible for all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Member Content") posted via the Service. Member, and not Active, is also responsible for compliance with all laws, regulations and ordinances connected with all aspects of Member's use of the Service. Member shall not use the Service for any illegal purpose in violation of any local, state, federal or international law. Member must provide all required and appropriate warnings, information and disclosure, comply with all applicable laws and regulations, and take all other required and appropriate actions (collectively, "Information and Actions") in connection with Member's use of the Service. If the Service does not provide adequate facility or features for Member to provide such Information and Actions, then Member shall not use the Service.

    Active does not control the Member Content posted via the Service and as such, does not guarantee the accuracy, integrity or quality of such content. Active reserves the right, but is not obligated to review the Member Content posted via the Service and to refuse or remove any such materials in its sole discretion, without notice at any time. Active also reserves the right to disclose any information or materials as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or remove any information or materials, in whole or in part, from the Member Content in Active's sole discretion. With respect to the content on the Member Web Site, Member agrees not to:

    1. post, upload or otherwise transmit any content which is misleading to others or impersonate any person or entity or falsely state or otherwise misrepresent Member's affiliation with a person or entity to others, including, but not limited to, consumers;
    2. post, upload or otherwise transmit any content that is inappropriate, harmful to minors, threatening, abusive, harassing, tortious, defamatory, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
    3. post, upload or otherwise transmit any content that Member does not have a right to post and transmit under any law or under contractual or fiduciary relationships (such as information learned or disclosed as part of employment relationships or under nondisclosure agreements);
    4. post, upload or otherwise transmit any content, such that such posting, uploading, or transmission constitutes the infringement of any patent, trademark, trade secret, copyright or other proprietary rights of any party;
    5. post, upload or otherwise transmit any materials that contain software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment and/or attempt to access the accounts of others, or attempt to penetrate security measures of Active, its vendors or suppliers or other entities' systems ("hacking"), whether or not the intrusion results in corruption or loss of data;
    6. post, upload or otherwise transmit any materials that impose an unreasonable or disproportionately large load on Active's infrastructure that exceed the limits provided by the Service for which Member registered;
    7. post, upload or transmit any unsolicited or unauthorized advertising, promotional materials, "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
    8. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
    9. intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities Exchange Commission, any rules of national or other securities exchange, including without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
    10. forge any headers or other manipulation of identifiers in order to disguise the origin of any content transmitted through the Service;
    11. promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals; or
    12. sell, distribute, disseminate or link to any sites for marketing, sales, distribution of: firearms, explosives, ammunition, liquor, tobacco products and any other products or services that (i) Member cannot legally sell, (ii) are misrepresented, and/or (iii) if sold via the Member Web Site could cause Active to violate any law, statute or regulation.

  8. Third Party Content

    For Member's convenience, the Service, which includes the Active Web Site, contains products, services, content and information from third party providers (which includes advertisers and affiliates) and/or links to their Web sites ("Third Party Content"). Such Third Party Content is not under the control of Active and Active is not responsible for such content, including, without limitation, any link contained in such content, or any changes or updates to such content. Active is under no obligation, but does reserve the right to pre-screen Third Part Content available on the Service and does not assume any responsibility or liability for the content provided by others. Active is providing such Third Party Content to Member only as a convenience, and the inclusion of such content does not imply endorsement by Active of such content or the affiliate or advertiser. Member may be subject to additional and/or different terms, conditions, and privacy policies when using third party products, services, content, software, or sites. Active does reserve the right to remove content that, in Active's judgment, does not meet its standards, but Active is not responsible for any failure or delay in removing such material.

    Active is not and will not be responsible for (i) the terms and conditions of any transaction between Member and any third party, (ii) any insufficiency of or problems with any such third party's background, insurance, credit or licensing, or (iii) the quality of services performed by any such third party or any other legal liability arising out of or related to the performance of such services. In the event that Member has a dispute with any such third party, Member releases Active (and its affiliates, suppliers, agents and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

  9. DISCLAIMER OF WARRANTIES.

    MEMBER EXPRESSLY UNDERSTANDS AND AGREES THAT: (A) MEMBER'S USE OF THE SERVICE IS AT MEMBER'S SOLE RISK. ACTIVE AND ITS SUPPLIERS PROVIDE THE SERVICE, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE SERVICE, THE ACTIVE WEB SITE AND THE MEMBER WEB SITE "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
    (B) ACTIVE AND ITS SUPPLIERS MAKE NO WARRANTY THAT (i) THE SERVICE WILL MEET MEMBER'S REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, AND (iii) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY MEMBER THROUGH THE SERVICE WILL MEET MEMBER'S EXPECTATIONS.
    (C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE, THE ACTIVE WEB SITE OR MEMBER WEB SITES IS DONE AT MEMBER'S OWN DISCRETION AND RISK, AND MEMBER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO MEMBER'S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

  10. LIMITATION OF LIABILITY

    IN NO EVENT SHALL ACTIVE AND/OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL OR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF USE, DATA OR PROFITS (HOWEVER ARISING, INCLUDING NEGLIGENCE) EVEN IF ACTIVE OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES, ARISING OUT OF OR IN CONNECTION WITH (A) THE USE OR INABILITY TO USE THE SERVICE, (B) THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, (C) FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SERVICE OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICE, (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE, OR (E) ANY OTHER MATTER RELATING TO THE SERVICE. SOME STATES DO NOT ALLOW THE LIMITATION OF LIABILITY, SO THE FOREGOING LIMITATION MAY NOT APPLY TO MEMBER. IN NO EVENT SHALL ACTIVE'S AGGREGATE LIABILITY TO MEMBER AND/OR ANY THIRD PARTY ARISING FROM OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNT MEMBER ACTUALLY PAYS TO ACTIVE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE DATE THE CLAIM AROSE OR $500.00, WHICHEVER IS LESS. Without limiting the foregoing, neither Active nor its suppliers is responsible for any of Member's data residing on the Service or Active's suppliers' hardware. Member is responsible for backing-up Member's data and information that may reside on the Service or Active's suppliers' hardware, whether or not such information is produced through the use of the Service. It is Member's responsibility to take the necessary steps to ensure that Member's primary means of business is maintained (if applicable).

  11. Proprietary Rights to Member Content

    Active does not claim ownership of the Member Content that Member provides to Active and/or places on the Member Web Site. However, Member grants Active a worldwide, royalty-free, non-exclusive license to (i) host, use, reproduce, modify, distribute, transmit, combine with information provided by third parties, and publicly display the Member Content on and through the Service and in Active's promotional or advertising materials (only for the limited purpose of promoting the Service), and (ii) sublicense to third parties such Member Content to the extent necessary for the creation and maintenance of, in part or in whole, such Web sites. No compensation will be paid or due Member with respect to Active's or its sub licensee’s use of the materials as licensed above. By posting messages, uploading files, inputting data, submitting any feedback or suggestions, or engaging in any other form of communication with or through any Member Web site, Member warrants and represents that Member owns or otherwise controls the rights necessary to do so and to grant Active the license set forth above, and, pursuant to the terms set forth in Section 13, Member will defend and indemnify Active and its suppliers from any third party claim related to a breach of any of the foregoing representations and warranties.

  12. Active Proprietary Rights/Software Licenses

    Member acknowledges and hereby agrees that the Service and any software used in connection with the Service (the "Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Member further acknowledges and agrees that content contained in sponsor advertisements or information presented to Member through the Service, advertisers and/or Discussion Boards is protected by applicable copyrights, trademarks, service marks, patents and other proprietary rights and laws.

    Active provides Member with a non-exclusive, non-transferable, limited license to use the Software, which Member agrees to use in accordance with this Agreement. Member may not sub-license or charge others to use or access the Software without first obtaining written permission from Active. The Software is owned by Active and/or its suppliers and is protected to the maximum extent permitted by copyright laws and international treaty provisions. Any reproduction, modification, creation of derivative works from or redistribution of the Software is expressly prohibited, and may result in severe civil and criminal penalties. The Software, its structure, sequence and organization and source code are considered trade secrets of Active and its suppliers and are protected by trade secret laws. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCING THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. MEMBER MAY NOT DECOMPILE OR DISASSEMBLE, REVERSE ENGINEER OR OTHERWISE ATTEMPT TO DISCOVER ANY SOURCE CODE CONTAINED IN ANY SOFTWARE PROVIDED HEREUNDER.

  13. Indemnification

    Member agrees to indemnify and hold Active and its suppliers, affiliates, partners, subsidiaries and employees (collectively, the "Indemnified Parties") harmless from any and all claims and demands, losses, liability costs and expenses (including, but not limited to, reasonable attorneys' fees), incurred by an Indemnified Party arising out of or related to (i) Member's breach of this Agreement; (ii) any information (including but not limited to Member Data and Member's publicly posted information) submitted, posted, or otherwise provided by Member at the Member Web Site and/or to Active and/or its affiliates; (iii) any dispute or litigation between an Indemnified Party and a third party caused by Member's actions; and (iv) Member's negligence or violation or alleged violations of any rights of another. These obligations will survive any termination of Member's relationship with Active or Member's use of the Service. To the fullest extent permitted by law, the foregoing indemnity will apply regardless of any fault, negligence, or breach of warranty or contract of Active and/or its suppliers, affiliates, partners, subsidiaries and employees.

  14. Copyright and Trademark Notices

    All materials of the Service and the Software (as well as the organization and layout of the Active Web Site) are owned and copyrighted or licensed by Active, its affiliates or its suppliers. All rights reserved. No reproduction, distribution, or transmission of the copyrighted materials of the Service, which includes the Active Web Site and/or the Software, is permitted without the written permission of Active. Any rights not expressly granted herein are reserved.

  15. Modification of the Service

    Active reserves the right, at its sole discretion, to, at any time, modify, or discontinue the Service, temporarily or permanently, (or any part thereof), including the imposition of limits on certain features and services or restriction of access to parts or all of the Service, with or without notice. Member agrees that Active shall not be liable to Member or to any third party for any modification, suspension or discontinuance of the Service. Member further agrees that Active shall have the right to remove any Element from the Member Web Site, with or without notice to Member, at any time at Active's sole discretion, if Active discontinues offering the Element for any reason. If Member does not agree to any such modifications, Member's sole and exclusive remedy is to cancel Member's Account.

  16. Termination/Cancellation of Member Account

    Either Member or Active may terminate or cancel Member's Account at any time. Member understands and agrees that the cancellation of Member's Account is Member's sole right and remedy with respect to any dispute with Active. This includes, but is not limited to, any dispute related to, or arising out of: (1) any term of this Agreement or Active's enforcement or application of any such term; (2) any policy or practice of Active, including Active's Privacy Policy or Active's enforcement or application of these policies; (3) the content available through the Service or any change in content provided through the Service; (4) Member's ability to access or use the Service or Member's Web Site; or (5) the amount or type of fees, surcharges, applicable taxes, billing methods, or any change to the fees, applicable taxes, surcharges or billing methods, if any. All other provisions of this Agreement, which may reasonably be construed as surviving such termination, will survive the termination of this Agreement.

    Active may terminate Member's Web Site and/or Member's Account if Active determines, in Active's sole discretion, to discontinue offering the Service. Additionally, Active, in its sole discretion, may terminate Member's Web Site, Member's Account or Member's use of the Service for any reason, including, without limitation, (i) if Member breaches this Agreement, (ii) if Active is unable to verify or authenticate any information that Member provides to Active, or (iii) if Active believes that Member has violated or acted inconsistently with the spirit of this Agreement. If Active terminates Member's Account pursuant to (i), (ii) or (iii) above, Member will forfeit all credits, pre-paid fees, and any other amounts accruing to Member, if any, and Active shall not be required to refund, redeem, or pay amounts to Member upon such termination.

    Upon termination of Member's Account for any reason, Member shall remain liable for and Active reserves the right to (a) collect all charges, fees, commitments and obligations incurred or accrued by Member; (b) delete any Member Content, listings, messages or other information in connection with Member's account; (c) prohibit Member's access to Member's Account, including without limitation by deactivating Member's password; and (d) refuse Member future access to the Service. In no event shall Active be required to refund, redeem, or pay amounts to Member upon termination of Service.

    Member may cancel Member's Account by sending an email to Customer Support or editing service feature(s) within the Account section of the Admin PLUS folder. Member will receive a cancellation confirmation via email after Active processes Member's cancellation request. Active reserves the right to collect fees, surcharges or costs incurred before Member cancels Member's Account in addition to the applicable cancellation fee(s).

  17. Notice

    Statements, notices and other communications to Member may be made by mail, email, postings within Member's account or other reasonable means. Active may also provide notices of changes to the Agreement or other matters by displaying notices or links to notices generally on the Active Web Site. Member should refer to the Member Support page of the Active Web Site for information on how to contact and/or provide notice to Active.

  18. Arbitration/Jurisdiction

    Member agrees that any dispute or claim arising out of or related to the Service or this Agreement, or the interpretation, making, performance, breach or termination thereof, shall be finally settled by binding arbitration in San Diego County, California under the American Arbitration Association Rules by one arbitrator appointed in accordance with said Rules. The proceedings shall be conducted and all evidence shall be offered in the English language. Member agrees that any claim against Active must be filed within one (1) year of the time such claim arose, regardless of any law to the contrary, otherwise such claim will be barred forever.

    Notwithstanding the above, Active may apply to any court of competent jurisdiction (i) for a temporary restraining order, preliminary injunction or other interim or conservatory relief as necessary, including without limitation for breach of Section 13 (Active Proprietary Rights/Software License) or (ii) to collect fees due and owing from Member pursuant to this Agreement, without breach of this arbitration agreement and without any abridgment of the powers of the arbitrator.

    This Agreement shall be governed in all respects by the laws of the State of California, U.S.A. Such law shall be applied by the arbitrator to the merits of any dispute or claim. For any non-arbitral action or proceeding arising out of or related to the Service or this Agreement, both parties submit to sole and exclusive jurisdiction and venue in the courts located in San Diego County, California and further agree that any such action or proceeding shall be brought in a court in San Diego County, California.

    A printed version of this Agreement shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

  19. General

    If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Active's failure to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. Member shall not assign this Agreement or any rights or obligations hereunder, by operation of law or otherwise, without prior written approval of Active, and any such attempted assignment shall be void. Active shall have the right to freely assign this Agreement, and its rights and obligations hereunder, to any third party without requiring the consent or notice of Member. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefits of the parties hereto, their successors and permitted assigns. This Agreement sets forth the entire understanding and agreement between Active and Member with respect to the subject matter hereof. The section and subsection titles in the Agreement are for convenience only and have no legal or contractual effect. Each party is an independent contractor and not an agent or representative of any other party. No party shall have any right or authority to create any obligation or make any representation or warranty in the name or on behalf of any other party. This Agreement shall not be interpreted or construed to create an association, joint venture or partnership between the parties or to impose any partnership obligation or liability upon any party. The parties acknowledge and agree that this Agreement may be entered into electronically, and without the necessity of written signatures.

    The services hereunder are offered by The Active Network Inc., located at 10182 Telesis Court, Suite 300, San Diego, CA 92121

  20. Information for California Residents

    Under California Civil Code Section 1789.3, California Members are entitled to the following specific consumer rights information:

  21. Pricing Information

    - Current rates for using the Service may be obtained by going to the pricing schedule on the Active Web Site located at http://eteamz.active.com/plus/PLUS_pricing.cfm. Active reserves the right to change any fees, surcharges, and/or monthly Member fees or to institute new fees at any time.

  22. Complaints

    - The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1020 N. Street, #501, Sacramento, CA 95814, or by telephone at 1-916-445-1254.

  23. Violations

    Please report any violations of this Agreement to our customer support group

  24. Independent Review

    MEMBER ACKNOWLEDGES THAT MEMBER HAS READ THIS AGREEMENT AND ALL RELATED SITE SCREENS REFERENCED AND INCORPORATED IN THIS AGREEMENT AND THAT MEMBER AGREES TO ALL ITS TERMS AND CONDITIONS. MEMBER HAS INDEPENDENTLY EVALUATED ALL ASPECTS OF THIS AGREEMENT AND THE DESIRABILITY OF ENTERING INTO THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT AND IS NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT.