PROPERTY SERVICES GENERAL TERMS

These Property Services General Terms and the attached “Additional Software Terms” (collectively, the “Terms”), govern the applicable Service Order and the provision of Property Services by Amadeus to any Customer. Capitalized terms used herein without an in-line definition shall have the meanings set forth in Attachment A.

1. Amadeus Obligations.

1.1. Software Use Rights. Subject to Customer’s continued compliance with these Terms, Amadeus hereby grants to Customer during the Service Order Term, a limited, non-exclusive, non-transferable right, and non-sublicensable right for itself and its Authorized Users to access and use, solely for the Customer’s internal business purposes and which is licensed and priced based on the Customer Property Locations room count, the Software described in the Service Order.

1.2. Authorized Users. Each Authorized User must be (a) a direct employee of Customer or a Customer Property Manager, or (b) an individual subcontractor acting in the same professional capacity as the employees listed in the foregoing subsection (a), who are subject to similar contractual measures and systems-use restrictions as such employees, in each case as necessary for managing and supporting the Customer Property Locations listed in the applicable Service Order. Customer will be responsible for all acts and omissions of its Authorized Users and will be liable to Amadeus for any such acts or omissions that would have constituted a breach of these Terms had they been committed directly by Customer. Amadeus has the right to suspend or terminate access for any Authorized User that Amadeus reasonably suspects is engaged in a violation of these Terms or any other unauthorized conduct. Amadeus’ suspension or termination rights are in addition to any other remedies that Amadeus may have under these Terms or Applicable Law.

1.3. Professional Services. Subject to Customer’s continued compliance with these Terms, Amadeus will perform certain Professional Services and provide Deliverables for the benefit of Customer, each as described in the Service Order.

1.4. Use Restrictions. Customer will not directly or indirectly, and will ensure that its Authorized Users do not: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of any Software or Deliverable; (b) modify, translate or distribute any Software, Deliverable or related documentation, or create derivative works based on any element of such Software, Deliverable, or related documentation; (c) rent, lease, distribute, sell, resell, assign, or otherwise transfer its rights to access or use the Software, Professional Services or Deliverables to any third party; (d) use the Software or Professional Services for timesharing purposes or otherwise for the benefit of any person or entity other than for the benefit of Customer; (e) remove any proprietary notices from the Software or Deliverables; (f) publish or disclose to third parties any reporting or evaluation of, or pertaining to, the Software, Professional Services or Deliverables; (g) use the Software, Professional Services or Deliverables for any purpose other than its intended purpose; (h) interfere with or disrupt the integrity or performance of the Software; (i) mirror, frame, distribute, or create internet links, interfaces or otherwise connect any third party to the Software or any Deliverable; (j) access or copy any Software, Professional Service or Deliverable or information therein in order for a similar or potentially competitive product or service to be developed, either directly or indirectly; (k) use any Software, Professional Service, or Deliverable in violation of any Applicable Law, regulation or third-party rights; or (l) attempt to gain unauthorized access to any restricted part of the Software, any Deliverable, or any related systems or networks. Any right under Applicable Law to decompile or reverse engineer any part of the Software or Deliverables is subject to Customer first requesting from Amadeus the technical information reasonably necessary for the limited purposes permitted under such Applicable Law. Upon receipt of such request, Amadeus reserves the right to enable the limited purposes permitted by the Applicable Law through other reasonable means.

1.5. Third-Party Offerings. Amadeus may also make Third-Party Offerings available to Customer in connection with the Property Services under the applicable terms found at https://www.amadeus-hospitality.com/legal/mssa/3P or by executing an independent agreement with such provider, which in each case solely governs the relationship between Customer and such provider. Accordingly, the services of a Third-Party Offerings provider are not “Software” or “Professional Services” under these Terms. Customer is prohibited from connecting any Third-Party Offering unless such connection (e.g., an API) has been certified by Amadeus and such Third-Party Offering is listed in a Service Order. Amadeus is not responsible for or liable to Customer for the performance, availability, accuracy, or completeness of any Third-Party Offering.

2. Customer Obligations.

2.1 Computer Systems. Customer is responsible for (a) obtaining, deploying, and maintaining the Customer Systems, and all computer hardware, software, modems, routers, and other communications equipment necessary and suitable for it and its Authorized Users to access and use the Software and/or Professional Services; and (b) paying all internal costs and third-party charges and access charges incurred in connection with the foregoing. Except as specifically set forth in a Service Order, Amadeus will not be responsible for supplying or maintaining any hardware, software or other equipment to Customer or its Authorized Users under these Terms.

2.2 Customer Data. Customer is solely responsible and liable for the completeness, integrity, quality, and accuracy of the Customer Data. Amadeus neither endorses the contents of the Customer Data, or assumes any responsibility for any content therein. Amadeus is not obligated to verify, authenticate, monitor, maintain or edit any Customer Data.

2.3 Access Credentials. Amadeus may require each Authorized User to create an account and log in using designated access credentials in order to use the Software. Customer shall ensure that its Authorized Users maintain confidentiality of their designated access credentials, and Customer will be responsible for all activities performed on using access credentials assigned to its Authorized Users. An Authorized User’s access to the Software may be suspended or terminated, if Amadeus in good-faith suspects that an Authorized User has negligently or intentionally made its access credentials available to a third-party.

2.4 Excused Performance. In the event of Customer’s failure to perform its obligation under these Terms (including as a result of acts or omissions of its Authorized Users or third-party vendors), Amadeus will be relieved of its obligations to perform under these Terms to the extent impacted by such failure. In such cases, the parties may mutually agree to address any schedule changes or additional charges or work required as a result of such event giving rise to such delay or failure.

3. Representations and Warranties.

3.1 Mutual Representations and Warranties. Each party hereby represents, warrants, and covenants that:

(a) it has the full power and authority to agree to these Terms and to perform its obligations hereunder, without the need for any consents, licenses, approvals, or immunities not yet obtained; and

(b) its acceptance of and performance under these Terms will not breach any oral or written agreement with any third-party or any obligation owed by it to any third-party.

3.2 Customer Representations and Warranties. Customer hereby represents, warrants, and covenants that:

(c) it has obtained and will maintain all necessary approvals and consents from, and has provided all necessary notices to, any persons or entities that have an interest in the Customer Data to enable Amadeus to access and use the Customer Data (including any included Personal Information) as necessary to perform its obligations hereunder;

(d) all information provided by the Customer and its Authorized Users is true, complete, and accurate, and the Customer will notify Amadeus of any known changes and keep such information true, complete, and accurate for the duration of the Service Order Term;

(e) it will not access or use the Software or Professional Services in a manner that violates any Applicable Law or infringes, violates, or misappropriates the rights of any third-party (including their Intellectual Property Rights or data-privacy rights); and

(f) Customer is not using the Software or Professional Services in a country that is subject to a U.S., or EU government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and/or listed on any U.S., or EU government list of prohibited or restricted parties.

3.3 Amadeus Representations and Warranties. Amadeus hereby represents, warrants, and covenants that:

(a) It will provide the Software and Professional Services in a professional and workmanlike manner in accordance with these Terms;

(b) it will not provide the Software or Professional Services in a manner that violates any Applicable Law or infringes, violates, or misappropriates the rights of any third-party (including their Intellectual Property Rights or data-privacy rights); and

(c) the Software and the Professional Services will not, as provided by Amadeus, introduce any viruses, trojan horses, or other malicious code into the Customer Systems.

3.4 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS SECTION 3 (REPRESENTATIONS AND WARRANTIES), AMADEUS DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS, STATUTORY, OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ANY WARRANTIES MADE BY AMADEUS ARE FOR THE BENEFIT OF THE CUSTOMER ONLY AND NOT FOR THE BENEFIT OF ANY THIRD-PARTY OR THE AUTHORIZED USERS.

4. Confidentiality.

4.1 Non-Disclosure. Each party acknowledges that it may obtain the Confidential Information of the other party for performance of its obligation or enjoyment of its rights under these Terms. As between the parties, Confidential Information is owned solely and exclusively by the Disclosing Party. The Receiving Party will, at all times, both during the Service Order Term and thereafter, keep in confidence Confidential Information received by it. The Receiving Party will not use Confidential Information of the Disclosing Party other than as necessary to fulfill the Receiving Party’s obligations, or to exercise the Receiving Party’s rights, under these Terms. Each party agrees to secure and protect the other party’s Confidential Information with the same degree of care and in a manner consistent with the maintenance of such party’s own Confidential Information (but in no event less than reasonable care). Except as expressly permitted under these Terms or by the Disclosing Party, the Receiving Party will not disclose Confidential Information of the Disclosing Party to any person or entity other than its (a) employees, Affiliates or agents; (b) third-parties legal, financial, tax and security advisors; and (c) in the case of Amadeus also its subprocessors, subcontractors and Third-Party Offering providers; in each case as necessary in order to enable the Receiving Party to fulfill its obligations or exercise its rights under these Terms and where such persons and entities are subject to confidentiality obligations at least as stringent as the obligations set forth in these Terms.

4.2 Compelled Disclosure. Nothing in this Terms will prevent the Receiving Party from disclosing Confidential Information to the extent the Receiving Party is legally compelled to do so by any governmental or judicial entity pursuant to proceedings over which such entity has jurisdiction; provided, however, that prior to any such disclosure, the Receiving Party will (a) assert the confidential nature of the Confidential Information to the agency; (b) promptly notify the Disclosing Party in writing of the agency’s order or request to disclose, where legally permissible; and (c) reasonably cooperate with the Disclosing Party, at Disclosing Party’s expense, in protecting against any such disclosure and in obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.

4.3 Return of Confidential Information. Following termination or expiry of the Service Order Term, or upon written request of Disclosing Party, Receiving Party will promptly destroy the Confidential Information of Disclosing Party, including all copies thereof and materials incorporating such Confidential Information, whether in physical or electronic form, and deliver to the Disclosing Party written certification of its compliance with this Section 4.3 signed by an officer of Receiving Party. Notwithstanding the foregoing, each party may retain a copy of the other party’s Confidential Information in such party’s archived computer backup that was made in accordance with its standard disaster recovery or backup procedures for archival purposes, subject to these Terms, including, without limitation, confidentiality obligations set forth herein.

4.4 Injunctive Relief. The parties agree that any unauthorized disclosure of Confidential Information may cause immediate and irreparable injury to the Disclosing Party and that, in the event of such breach, the Disclosing Party will be entitled, in addition to any other available remedies, to seek immediate injunctive and other equitable relief, without bond and without the necessity of showing actual monetary damages.

4.5 Data Privacy. To the extent Customer Data includes any Personal Information, Amadeus will access and process such Personal Information in accordance with the Data Processing Agreement entered into by Amadeus and the Brand.

5. Payments.

5.1 Payment Terms. Customer hereby agrees to pay all charges specified in the Service Order (collectively, the “Charges”) using one of the payment methods that Amadeus supports. Payment obligations are non-cancelable and non-refundable. If Amadeus provides separate invoices for each Customer Property Location listed in the Service Order, Customer will remain responsible for all Charges and any other financial obligations for each such location. All amounts payable under these Terms will be made without setoff or counterclaim, and without any deduction or withholding. Unless otherwise stated in the Service Order, all Charges will be invoiced annually in advance. Except as otherwise set forth in the applicable Service Order, Customer will pay all invoiced amounts within 30 days of the invoice date. If Amadeus does not receive payment in full by the due date, then at Amadeus’ discretion, (a) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid; and (b) Amadeus has the right to charge and collect any collections costs including legal fees arising from such non-payment.

5.2 Suspension For Non-Payment. If any amounts owed by Customer under these Terms are 15 or more days overdue, Amadeus has the right, without limiting Amadeus’ other rights and remedies, suspend the provision of the Software and/or Professional Services upon notice to the Customer.

5.3 Taxes. The Charges are listed exclusive of Taxes. Taxes are chargeable in the same or separate invoice issued by Amadeus. Each party agrees to use good faith, commercially reasonable efforts to enable or assist the other party to claim or verify any input tax credit, set off, rebate or refund in connection with these Terms. Each party is fully responsible for and shall be liable for its payment of any taxes applicable to its income. Should the Customer be required under Applicable Law to withhold or deduct any portion of the Charges as a withholding tax, then the sum payable to Amadeus will be increased by the amount necessary to yield an amount equal to the sum it would have received had no withholdings or deductions been made. Customer’s obligation under this Section 5.3 (Taxes) will survive the termination or expiration of these Terms.

5.4 Annual Increases. Unless otherwise specified in the Service Order, the Charges under each Service Order will automatically increase by 5% annually.

6. Term and Termination.

6.1 Service Order Term. The term of each Service Order shall be as listed therein.

6.2 Termination. A party may terminate a Service Order upon written notice to the other party in the event the other party: (a) commits a material breach of these Terms and does not remedy such breach within 30 days after receipt of notice from the non-defaulting party, (b) makes an assignment for the benefit of its creditors or ceases to function as a going concern or to conduct its operations in the normal course of business, and such termination will occur immediately upon notice; or (c) files a petition for bankruptcy or has a petition for bankruptcy filed against it that is not dismissed within 30 days after filing or admits its inability to pay its debts as they mature.

6.3 Effect of Termination. Upon expiration or termination of these Terms, (a) Amadeus’ obligation to provide the Software and Professional Services to Customer will cease; and (b) all Charges and other amounts payable under any Service Order shall become immediately due. Amadeus reserves the right to charge a reasonable fee for any data exports requested by Customer for the Customer Data stored in the Software. Amadeus will have no other obligation to maintain or provide any Customer Data following expiration or termination of these Terms and may delete all Customer Data in its systems in accordance with the Customer’s written request or Amadeus’ standard procedures. Upon any termination for cause by Amadeus, Customer will pay all Charges payable for the remainder of the Service Order Term(s).

6.4 Survival. The following Sections, and such other provisions of these Terms that by their nature would be intended to be apply following any expiration or termination of these Terms: 3.4 (Disclaimer), 4 (Confidentiality), 6.3 (Effect of Termination), 6.4 (Survival), 7 (Ownership), 8 (Disputes and Governing Law), 9 (Liability Limitations), 10 (Indemnification), 12 (Notices) and 13 (No Third-Party Beneficiaries).

7. Ownership.

7.1 Amadeus IP. As between Amadeus and the Customer, the Amadeus Intellectual Property belongs to and is retained solely by Amadeus or Amadeus’ licensors and providers. Customer hereby agrees that, to the extent that the ownership of any contribution by Customer or its employees to the creation of the Amadeus Intellectual Property and Feedback is not by operation of law or otherwise vested in Amadeus, Customer hereby irrevocably assigns and agrees to assign to Amadeus all right, title and interest in and to such Amadeus Intellectual Property and Feedback without the necessity of any further consideration. To the extent such rights, title and interest cannot be assigned, Customer hereby (a) grants to Amadeus an exclusive, royalty-free, transferable, irrevocable, worldwide, fully paid-up license (with rights to sublicense) to fully use, practice and exploit those non-assignable rights, title and interest and (b) agrees to waive and never assert against Amadeus any non-assignable and non-licensable rights, title and interest. Customer hereby agrees to execute any documents or take any actions as may reasonably be necessary, or as Amadeus may reasonably request, to perfect ownership of the Feedback and Amadeus Intellectual Property.

7.2 Customer IP. As between Amadeus and Customer, all right, title and interest and Intellectual Property Rights in Customer Data and Customer’s Confidential Information belongs to and is retained solely by Customer. During the Service Order Term, Customer hereby grants Amadeus a non-exclusive, worldwide, royalty-free, non-transferable, right and license, with the right to sublicense to third-party providers providing services to Amadeus in connection with the Property Services, to use, reproduce, display and transmit the Customer Data and, subject to the obligations in Section 4 (Confidentiality), Customer Confidential Information to provide the Property Services and exercise its rights or perform its obligations under these Terms.

7.3 Aggregated and Usage Data. Amadeus has the right to compile and use data obtained in connection with the use of the Software and Professional Services by Customer, including Customer Data, provided that any external use is on an aggregated and de-identified basis (“Aggregated Statistics”). Aggregated Statistics will not identify Customer, or any Authorized User or include Personal Information. Aggregated Statistics may be analyzed, evaluated, used, distributed, and published by Amadeus. Further, Amadeus monitors and collects data regarding the performance, operation, integrity and security of the Software (“System Data”). As between Amadeus and Customer, all right, title and interest in the System Data belongs to and is retained solely by Amadeus.

8. Disputes and Governing Law.

8.1 Governing Law. Any disputes arising in connection with these Terms, the Software and/or Professional Services, shall be governed by, construed, and enforced solely and exclusively in accordance with the laws of the state of New York, without regard to its conflicts of law principles.

8.2 Dispute Resolution. Each party hereby agrees to provide a written notice of any disputes to the other party at its notice address (or an address provided in writing to the other party) and try to resolve any disputes in good-faith thereafter arising from or in connection these Terms. If any such dispute is not resolved, within 30 days of a party providing notice to the other party, the dispute will be resolved through individual, non-representative, binding arbitration conducted in English, instead of a proceeding in courts of general jurisdiction. Any disputes will be decided by a single arbitrator and will be administered by Judicial Arbitration Mediation Services, Inc. (“JAMS”) pursuant to the JAMS Streamlined Arbitration Rules & Procedures and as modified by this agreement to arbitrate. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines that an in-person hearing is appropriate. Any in-person appearances will be held in New York. The arbitrator will have authority to award temporary, interim, or permanent injunctive relief or relief providing for specific performance, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court with appropriate jurisdiction. Each party will be responsible for its respective costs, including costs related to its respective attorneys, experts, and witnesses. Each party must use commercially reasonable efforts to mitigate its damages to the extent within its reasonable control and consistent with the parties’ respective performance obligations under these Terms.

8.3 Waiver of Right to Jury Trial and Class Action. YOU AND AMADEUS EXPRESSLY WAIVE YOUR RIGHT TO GO TO COURT, TO A TRIAL BY JURY, AND TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE PROCEEDING WITH RESPECT TO ANY CLAIM SUBJECT TO ARBITRATION. Notwithstanding the parties’ decision to resolve all disputes through arbitration, Amadeus may bring an action in a state, provincial or federal court to protect its Intellectual Property Rights. Seeking such relief shall not waive Amadeus’ right to arbitration under these Terms.

9. Liability Limitations.

9.1 Consequential Damages Waiver. Other than (a) either party’s indemnity obligations under Section 10 (Indemnification), (b) breach of Section 1.4 (Use Restrictions) by Customer or an Authorized User, or (c) a party’s gross negligence or willful misconduct, to the fullest extent allowable under Applicable Law in no event shall either party, its Affiliates, agents or contractors be liable for any consequential, punitive, incidental, or special damages, including, but not limited to, any personal injury, property damage, or unauthorized disclosure of your data, whether in any action in warranty, contract, tort, breach of contract, negligence, strict liability, malpractice, or otherwise resulting from these Terms or the provision or use of Software and/or Professional Services.

9.2 Liability Cap. Other than (a) the amounts payable to Amadeus under the applicable Service Order, (b) either party’s indemnity obligations under Section 10 (Indemnification), (c) breach of Section 1.4 (Use Restrictions) by Customer or an Authorized User, (d) personal injury or physical, tangible property damage, or (e) a party’s gross negligence or willful misconduct, to the fullest extent allowable under Applicable Law, each party’s maximum aggregate liability for all damages, losses and causes of action, whether in contract, tort (including negligence) or otherwise, arising under these Terms or from the provision or use of the Software and/or Professional Services shall not exceed the average annual amounts paid by Customer to Amadeus pursuant to the Service Order under which the liability arose. Any amounts paid previous by way of liabilities under the same Service Order will be deducted to calculate the remaining liability of liability.

9.3 Data Claims. Notwithstanding anything to the contrary in these Terms or the Service Order, Customer may not directly bring any claim against Amadeus related to breach of any data-privacy obligations by Amadeus (including for any breach of Section 4.5 or Amadeus’ failure to comply with any data privacy laws) or any other claims related to Amadeus’ access to or use of any Personal Information
(“Data Claims”). All Data Claims shall instead be brought by the Brand under the Brand Agreement, even to the extent such claims arise under these Terms or the Service Order. Customer, on its own behalf and on behalf of its Authorized Users, hereby irrevocably waives its right to bring any Data Claims against Amadeus under or in connection with these Terms and the applicable Service Order.

10. Indemnification.

10.1 Amadeus Indemnity. Amadeus, at its expense, will indemnify, defend and hold harmless Customer from and against all actions, proceedings, claims and demands by a third-party against Customer (a “Third-Party Claim”) alleging that Software, Professional Services, or Deliverables infringe such third- party’s Intellectual Property Rights and will pay all direct damages, costs and expenses, including reasonable attorneys’ fees and costs (whether by settlement or award of by a final judicial judgment) paid by Customer due to such Third-Party Claim.

10.2 Additional Amadeus Obligations. In the event a Third-Party Claim under the Section 10.1 is made or Amadeus determines such a claim is likely to be made, (a) Customer will immediately upon notice from Amadeus cease use of the applicable Software and/or Professional Services, and (b) Amadeus may in its sole discretion and at its option and expense (i) obtain for Customer the right to use, applicable, the Software and/or Professional Services, (ii) substitute a substantially functional equivalent, non-infringing replacement for such affected Software and/or Professional Services, (iii) modify the Software and/or Professional Services to make it non-infringing and substantially functionally equivalent, or (iv) to the extent Amadeus determines that options (i) through (iii) are not commercially reasonable, terminate the affected Service Order and refund to Customer any prepaid amounts attributable the period of time between the date Customer was unable to use the Software and/or Professional Services due to such claim and the remaining days in the then-current Service Order Term.

10.3 Exclusions to Amadeus’ Indemnity. Notwithstanding anything to the contrary in these Terms, the obligations in Sections 10.1 will not apply with respect to a claim of infringement if such claim is based on, relates to, or arises out of (a) use of infringing Customer Data; (b) use of Software and/or Professional Services in combination with any information, software, hardware, processes, network or system not supplied or authorized by Amadeus where the claim relates to such combination, (c) any modification or alteration of the Software and/or Deliverables other than by Amadeus, (d) Customer’s continued use of the Software and/or Deliverables after Amadeus notifies Customer to discontinue use because of an infringement claim or if Customer has not upgraded from a deprecated version of the Software, (e) any Customer System; (f) Customer’s violation of Applicable Law; (g) Third-Party Offerings; (h) use of Open Source Software; (i) a patent infringement or similar claim where the party bringing the claim or asserting the patent right is a Non-Practicing Entity, and (j) Customer’s use or alleged use of the Software or Professional Services other than as permitted under these Terms.

10.4 Customer Indemnity. Customer, at its expense, will defend Amadeus and its Affiliates, and their respective officers, directors, employees, contractors, vendors and agents (“Amadeus Indemnified Parties”) from and against any and all Third-Party Claims which arise out of or relate to: (a) a claim or threat that the Customer Data or a Customer System (and the exercise by Amadeus of the rights granted herein with respect to each of the foregoing) infringes, misappropriates or violates any third-party’s Intellectual Property Rights or any rights of privacy; (b) Customer’s breach of Sections 4 (Confidentiality); or (c) gross negligence, willful misconduct by Customer, Authorized Users or Customer’s agents, contractors or third-party vendors. Customer will pay all damages, costs, and expenses, including reasonable attorneys’ fees and costs (whether by settlement or award of by a final judicial judgment) incurred by the Amadeus Indemnified Parties from any such Third-Party Claim.

10.5 Indemnity Procedures. The indemnified party will (a) promptly notify the indemnifying party in writing of any Third-Party Claim, (b) give the indemnifying party the sole and exclusive right to control the defense and settlement of such Third-Party Claim, and (c) provide reasonable assistance (at the indemnifying party’s expense and reasonable request) in the defense of such Third-Party Claim. The indemnifying party will not, without the prior written consent of the indemnified party, which consent will not be unreasonably withheld, settle any Third-Party Claim in a manner that (x) admits to liability on the part of the indemnified party, (y) restricts the rights of the indemnified party, or (z) provides for the payment of monetary damages as to which the indemnified party will not be indemnified in full. The indemnified party may, at its own expense, engage separate counsel to advise such indemnified party regarding a Third-Party Claim and to participate in the defense of the claim, subject to the indemnifying party’s right to control the defense and settlement.

11. Notices.
Amadeus may give notice to Customer by means of a general notice through the Software, electronic mail to Customer’s email address on record with Amadeus, or by written communication sent by first class postage prepaid mail or nationally recognized overnight delivery service to Customer’s address on record with Amadeus. Customer may give notice to Amadeus by written communication sent by first class postage prepaid mail or nationally recognized overnight delivery service addressed to Amadeus at the following address:75 New Hampshire Ave., Portsmouth, New Hampshire, 03801 United States of America, Attn: Legal Department.; provided that in each case, an email to Hospitality.Legal@amadeus.com is required in addition to any other method of delivered notice. Notice will be deemed to have been given upon the earlier of (a) receipt or, (b) two business days after mailing. All communications and notices to be made or given pursuant to these Terms will be in the English language.

12. Severability.
If any part of these Terms becomes illegal, invalid, unenforceable, or prohibited in any respect under any Applicable Law or regulation, those provision or part thereof will be deemed to not form part of the contract between us. The legality, validity, or enforceability of the remainder of the Terms will remain in full force and effect.

13. No Third-Party Beneficiaries.
No provisions of these Terms create any third-party beneficiary.

14. Assignment.
Customer may not assign its rights or delegate its obligations under these Terms to any third-party, whether voluntarily or by operation of law or otherwise (including in connection with any merger or acquisition involving Customer), without the prior written consent of Amadeus, and subject to any documentation required by Amadeus and Customer paying any applicable costs or charges due to such assignment. Customer must provide written notice to Amadeus any time there is a change in the brand, management company, owner of Customer or owner of a Customer Property Location and in such case, Customer must either (a) provide evidence reasonably acceptable to Amadeus that the new brand, management company, or owner (as applicable) has agreed to assume all obligations hereunder, or (b) immediately pay all Charges that would have otherwise been due for the remainder of the Service Order Term(s). With respect to subsection (b) in the immediately preceding sentence, the amount of transactional fees due will be the average of the prior 12 months’ (or such shorter duration if less than 12 months have elapsed) transactional fees multiplied by the number of months remaining in the applicable Service Order Term. Any purported assignment or transfer in violation of this section may be deemed void by Amadeus.

15. Publicity.
Amadeus may reference and use Customer’s name and trademarks and disclose the nature of the Software and Professional Services provided hereunder in each case in its business development and marketing efforts, including its web site, and may issue a press release upon the execution of any Service Order with Customer.

16. Export Laws.
The Software and Professional Services may utilize software and technology that may be subject to United States and foreign export controls. Customer agrees to comply strictly with all applicable export laws. Customer represents and warrants that it is not located in, under the control of, or a national or resident of an embargoed country or designated national under United States or other Applicable Law.

17. Updates to these Terms.
Amadeus may update these Terms from time to time by providing reasonable prior notice to you and asking you to re-confirm your acceptance of the updated Terms using any suitable means.

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ATTACHMENT A

Definitions

“Affiliate” means any entity, now or hereafter existing that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the subject entity. For purposes of this definition, “control” means at least 51% ownership in and the direct or indirect possession of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract or otherwise.

“Amadeus” means the Amadeus Hospitality entity listed on the Service Order.

“Amadeus Intellectual Property” means all ownership right, title and interest in the Software, Professional Services, any associated documentation, Amadeus developments/deliverables, Feedback, System Data, and any of Amadeus’ Confidential Information or other Amadeus materials furnished or made available to Customer or any third-party at the request of or for the benefit of Customer, and all modifications and enhancements thereof, and other Amadeus materials including all copyright rights, patent rights and other Intellectual Property Rights in each of the foregoing.

“Applicable Law” means all (a) supranational, federal (including domestic and international jurisdictions), state, provincial, regional, territorial and local laws, statutes, ordinances, regulations, rules, executive orders, supervisory requirements, implemented directives, and (b) circulars, opinions, interpretive letters and other official releases of or by any government authority, including or any court, authority, department or agency thereof, that are legally binding upon the applicable party.

“Authorized User” means an individual who is authorized by Customer to use the Property Services on the Customer’s behalf.

“Brand” is defined in the applicable Service Order.

“Brand Agreement” is defined in the applicable Service Order.

“Confidential Information” means any and all non-public technical and non-technical information disclosed by one party to the other party in any form or medium, whether oral, written, graphical or electronic, pursuant to these Terms, that is marked confidential and proprietary, or that the Disclosing Party identifies as confidential and proprietary, or that by the nature of the circumstances surrounding the disclosure or receipt ought to be treated as confidential and proprietary information, including but not limited to: (a) techniques, sketches, drawings, models, inventions (whether or not patented or patentable), know-how, processes, apparatus, formulae, equipment, algorithms, software programs, software source documents, APIs, product specifications or configurations, and other creative works (whether or not copyrighted or copyrightable); (b) information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, business forecasts, sales and merchandising and marketing plans and information; (c) proprietary or confidential information of any third-party who may disclose such information to Disclosing Party or Receiving Party in the course of Disclosing Party’s business; and (d) the terms (but not existence) of these Terms and any Service Order. Confidential Information also includes all summaries and abstracts of Confidential Information. Confidential Information of Amadeus will include the Property Services, and the pricing provisions in these Terms and any Service Order. Confidential Information of Customer will include the Customer Data. Confidential Information does not include information which: (a) was rightfully known by the Receiving Party prior to receipt from the Disclosing Party either itself or through receipt directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party, as demonstrated by its written records; (b) was developed by the Receiving Party without any use of the Disclosing Party’s Confidential Information, as demonstrated by its written records; or (c) becomes publicly known or otherwise ceases to be secret or confidential, except as a result of a breach of these Terms or any obligation of the Receiving Party.

“Customer” is defined in the Service Order.

“Customer Data” means data submitted by or on behalf of the Customer or Authorized User into the Software, or provided to Amadeus for performance of the Professional Services.

“Customer Property Locations” means each property location (for example, hotel, extended stay facility, etc.) that is: (a) owned, operated, or managed by Customer or an Affiliate of Customer; (b) owned by Customer or an Affiliate of Customer but managed or operated by a Customer Property Manager, (c) owned by a third-party, and managed by Customer. A list of “Customer Property Locations” may be set forth in the applicable Service Order.

“Customer Property Manager” means any third-party property manager of a Customer Property Location.

“Customer Security Incident” means any action or inaction by Customer resulting in unauthorized access, acquisition, or use of Customer Data, including any data breach as defined under Applicable Law.

“Customer System” means Customer’s computers, networks, internal website(s), servers and other equipment and software used in the conduct of Customer’s business, including all of Customer’s third-party systems and software (for example, any internal or external revenue management system (RMS) or loyalty system of Customer or a third-party in support of Customer).

“Deliverable” means any work product or materials developed by Amadeus specifically for Customer and at Customer’s request in the course of performance of its Professional Services.

“Disclosing Party” means the party disclosing Confidential Information hereunder.

“Feedback” means all evaluations, ideas, feedback and suggestions made by Customer to Amadeus in connection with these Terms and all Intellectual Property Rights therein.

“Force Majeure” means fire, explosion, earthquake, storm, flood or other weather; an epidemic or pandemic declared by the World Health Organization; unavailability of necessary utilities or raw materials; Internet service provider failures or delays, or denial of service attacks; war, civil unrest, acts of terror, insurrection, riot, acts of God or the public enemy; strikes or other labor problems; any law, act, order, proclamation, decree, regulation, ordinance, or instructions of government or other public authorities, or judgment or decree of a court of competent jurisdiction (not arising out of breach by such Party of the Terms); or any other event beyond the reasonable control of the Party whose performance is to be excused. Except for Customer’s payment obligations, neither Party will be liable for any failure or delay in performance under the Terms due to a Force Majeure event.

“Intellectual Property Rights” means all intellectual property rights or similar proprietary rights, including (a) patent rights and utility models, (b) copyrights and database rights, (c) trademarks, trade names, domain names and trade dress and the goodwill associated therewith, (d) trade secrets, (e) mask works, and (f) industrial design rights; in each case, whether or not registered but including any registrations of, applications to register, and renewals and extensions of, any of the foregoing in any jurisdiction in the world.

“Non-Practicing Entity” means a person or entity that acquires or enforces patent rights against accused infringers but does not manufacture or sell or supply services based on the patents in question.

“Open Source Software” means all software that is available under the GNU Affero General Public License (AGPL), GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), Apache License, BSD licenses, or any other license that approved by the Open Source Initiative (www.opensource.org).

“Personal Information” means information or data pertaining to an identified or identifiable individual and information or data defined as ‘personal data,’ ‘personal information’ or ‘personally identifiable information’ under applicable data privacy laws.

“Professional Services” means implementation, configuration, development work, training or consulting services that Amadeus may perform related to the Software, as described in Exhibit A of the applicable Service Order.

“Property Services” means the Amadeus Software and the Amadeus Professional Services.

“Receiving Party” means the party receiving Confidential Information in connection herewith.

“Service Order” means a Service Order executed by Amadeus and the Customer that references these Terms.

“Service Order Term” is defined as the duration between the Term Start Date and the Term End Date, each as provided on the applicable Service Order.

“Software” means Amadeus’ software, provided in the form of a software-as-a-service (SaaS) application, to optimize and automate housekeeping and maintenance services for hospitality clients.

“Tax” or “Taxes” refers to any and all federal, state, local and foreign taxes, including, without limitation, gross receipts, income, profits, use, occupation, value added, sales, goods and services (or any other equivalent tax by whatever name or acronym it is known), transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes, assessments, governmental charges and duties together with all interest, penalties and additions imposed with respect to any such amounts and any obligations under any agreements or arrangements with any other person with respect to any such amounts and including any liability of a predecessor entity for any such amounts.

“Third-Party Offerings” means certain technology, software or services delivered, developed, processed or performed by third-parties that interoperate with the Property Services, whether licensed or purchased by or on behalf of Customer under Service Order or applicable third-party terms or independently by a Customer or any Authorized User. For clarity, Third-Party Offerings do not constitute Property Services under these Terms.

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Software Additional Terms

1. IMAGE/ATTACHMENT DATA. Customer Data Storage for the Software is up to 50GB, excluding “HotSOS Mild” which contains 5GB of storage.

2. DATA RETENTION POLICY. Amadeus automatically deletes Customer’s internal service orders after eighteen (18) months from date of upload to the Software. Additional time and storage may be purchased.

3. SERVICE LEVEL AVAILABLITY. The Software will be available 99% percent of the time during defined production hours (“System Availability”) as set forth in this “Service Level Agreement” (this “SLA”). If Amadeus fails to meet the System Availability for three (3) consecutive months, Customer’s sole remedy shall be the prompt and expeditious appointment of a member of Amadeus’ executive team to resolve Customer’s disputes.

System Availability is tracked and calculated monthly, as follows:

(Total Production Minutes – excluded) – Production Outage Minutes

(Total Production Minutes – excluded)

Where:

• Total Production Minutes are the total number of minutes during the production window in the month.

• Production Outage Minutes represent system-wide outages that are not covered under excluded.

• Excluded means the following:

– Regular Scheduled Maintenance – Any outages during the predefined maintenance window(s), or when announced 3 days or more in advance and used for system upgrades and improvements.

– Emergency Scheduled Maintenance – Any outages when announced 1 hour or more in advance and used for emergency repairs or upgrades that could otherwise negatively impact Customer’s operations.

– Any period of unavailability lasting less than five (5) minutes.

– Any unavailability caused by Customer’s misuse or negligence or circumstances beyond Amadeus’ reasonable control, including hosting or network provider outages and Force Majeure events.

Unavailability of some specific features or functions within the Software while others remain available will not constitute unavailability of the Software so long as the unavailable features or functions are not, in the aggregate, material to the Software as a whole. Additionally, third party connectivity issues and third party downtime are explicitly excluded from the System Availability calculation.

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