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HRM Terms and Conditions

Service Terms

The order form (the “Order Form”) executed by Customer (also known as “Subscriber” or “Customer”) and Amadeus Hospitality Americas, Inc. or any of its affiliates (collectively “Amadeus”) which confirms Subscriber’s subscription, and fees, if applicable (“Subscription Fees”), for use of any of Amadeus’ proprietary online applications (“Amadeus’ Subscription Products”), including the four HRM Apps, which include Delphi.fdc (“HRM Apps”).  These Service Terms (“Service Terms”) form a binding agreement (the “Agreement”) between Amadeus and Subscriber and governs Subscriber’s use of HRM Apps and any other Amadeus Subscription Products on the Order Form.  Subscriber means the business entity named on the Order Form.

If Subscriber purchases professional services (“Services”) on the Order Form and should Subscriber cancel any scheduled Service for convenience within thirty (30) days of the scheduled date of such Service, and Amadeus is unable to re-book the time with another customer, Amadeus shall have the right to assess Subscriber a cancellation fee.  Such cancellation fee shall be eighty percent (80%) of the total price of the scheduled Service, as well as any non-refundable airline fees or other nonrefundable travel and related expenses.

  1. HRM USER SUBSCRIPTIONS.  HRM Apps operate on the Salesforce.com (“SFDC”) platform (the “SFDC Platform”) and use of HRM Apps is subject to SFDC provisioning HRM Apps for Subscriber on the SFDC Platform.  Use of HRM Apps on the SFDC Platform is licensed, not sold.  Each HRM Apps user subscription (“User Subscription”) entitles one individual employee or agent of Subscriber (an “Authorized User”), to access HRM Apps on the SFDC Platform for the duration of the Subscription Term described on the Order Form, subject to the terms of this Agreement and the applicable SFDC Service Agreement as set forth in Section 4.  HRM Apps may only be used online, only by Authorized Users, and only for Subscriber’s internal business purposes of operating a facility owned or managed by Subscriber and for which applicable subscription fees have been paid to Amadeus (an “Authorized Facility”).  Each Authorized User must have a unique user ID and password combination for using HRM Apps (“User Account”).  Multiple individuals shall not share a User Account.  New User Accounts may be set up for new Authorized Users in replacement of User Accounts that have been de-activated for individuals who have terminated employment with Subscriber or otherwise changed job status or function and no longer require use of HRM Apps.
  2. SUBSCRIPTION TERM. All orders are non-cancellable. Amadeus may terminate the Subscription Term, or suspend Subscriber’s subscriptions to the Amadeus Subscription Products: i) if applicable Subscription Fees have not been paid; ii) Subscriber is in material breach of this Agreement or the SFDC Service Agreement; or iii) SFDC suspends or terminates Subscriber’s access to the SFDC Platform.  Amadeus will promptly notify Subscriber of any suspension and will work with Subscriber in good faith to resolve the issue(s) which prompted suspension.  In no event will any such termination or suspension give rise to any liability of Amadeus or SFDC to the Subscriber for a refund or damages.  Amadeus reserves the right to assess a reconnection fee in the event the suspension results from Subscriber’s failure to pay the applicable Subscription Fees or Subscriber’s intentional violation of this Agreement or the SFDC Service Agreement.  Termination and/or suspension is without prejudice to other remedies available to Amadeus for any violation of this Agreement by Subscriber.  Upon termination of the Subscription Term, Subscriber will immediately discontinue use of the HRM Apps and, at Amadeus option, return or destroy all documentation.  Within ten (10) days of termination, Subscriber will remove any software provided by Amadeus in connection with the HRM Apps from any devices owned or controlled by Subscriber.
  3. AVAILABILITY.  Amadeus will use commercially reasonable efforts to make the HRM Apps available 24 hours a day, 7 days a week, except for: (a) planned downtime (which will be scheduled to the extent practicable with at least 8 hours notice (posted on  Amadeus’ or SFDC’s Web Site) during the weekend hours from 6:00 p.m. Pacific time Friday to 3:00 a.m. Pacific time Monday); or (b) any unavailability caused by circumstances beyond the reasonable control of Amadeus and SFDC, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Amadeus or SFDC employees), or Internet service provider failures or delays.
  4. SALESFORCE.COM. Subscriber is contracting solely with Amadeus for the provision of HRM Apps and is not entering into a contractual relationship with SFDC.  SFDC has no liability for HRM Apps or for its continued availability.  SFDC is under no obligation to provide HRM Apps, or to refund to Subscriber, any fees paid by Subscriber, or to assume any contractual relationship with Subscriber in the event HRM Apps becomes unavailable for any reason.  SFDC is a third party beneficiary of this Agreement and Subscriber hereby agrees to be bound to the Salesforce Services Agreement below, which is applicable to the SFDC Subscription set forth on the Order Form.

a. Platform Enterprise Edition and Platform Unlimited Edition Subscriptions

b. Platform Embedded Edition Subscriptions

c. Platform Embedded Edition Plus Subscription

d. Sales Cloud Subscriptions

      e. Platform Embedded Edition Plus 20 Subscriptions

5. SPECIAL PROVISION FOR SUBSCRIBERS WITH SHARED ORGS.  If HRM Apps are being provisioned into Subscriber’s existing SFDC Org, Subscriber acknowledges that (i) Subscriber’s access to the Org, including HRM Apps, may be suspended due to non-payment by the Subscriber of applicable fees to SFDC or breach of the Subscriber’s agreement with SFDC, and (ii) in the event such Subscriber’s relationship with SFDC is terminated as a result of non-payment or other material breach of such Subscriber’s agreement with SFDC, such Subscriber’s subscriptions to HRM Apps would also be terminated and Subscriber would remain liable to Amadeus for all HRM Apps Subscription Fees for the duration of the Subscription Term.  In no case will any such termination or suspension by SFDC give rise to any liability of SFDC or Amadeus to Subscriber for a refund or damages.

6. RESTRICTIONS.  Subscriber shall not: i) remove or alter any copyright notices or other proprietary legends contained in the HRM Apps or Amadeus Subscription Products (collectively “Subscription Products”); ii) disassemble, decompile, or reverse engineer the Subscription Products; iii) create Internet “links” to the Subscription Products; iv) reproduce, distribute, “frame”, or “mirror” any part of the Subscription Products on any other computer system; v) access or copy the Subscription Products in order to build a similar or competitive product or service; vi) make the Subscription Products accessible or available to any third party other than for management of an Authorized Facility; vii) use the Subscription Products to operate a service bureau or otherwise provide the Subscription Products or other services to any third party other than for management of an Authorized Facility; viii) copy, sell, redistribute, or otherwise transfer the Subscription Products, Subscriber’s access thereto, or any materials provided to Subscriber in connection with the Subscription Products; or ix) use the Subscription Products in violation of any law or regulation, including United States export control laws and associated regulations.  Subscriber is responsible for all activity occurring through its User Accounts.  Subscriber represents and warrants that all registration information provided by Subscriber is true, complete, and accurate, and Subscriber will notify Amadeus of any changes and keep such information true, complete and accurate for the Subscription Term.  Subscriber shall promptly notify Amadeus of any known or suspected breach of security or use of the Subscription Products in breach of this Agreement (including unauthorized use of User Accounts).  Subscriber’s use of the SFDC Platform is restricted based on the SFDC platform license purchased by Subscriber as follows:

a. Platform Embedded Edition.  Subscriber shall not develop applications for use with the Platform Embedded Edition, or extend usage by use of additional custom objects.  Subscriber’s use of the SFDC Platform is limited to the objects and functionalities included in the HRM Apps and those functionalities of the SFDC Platform strictly necessary for operation of the HRM Apps.  Subscriber may not use Platform Embedded Edition to run third-party applications other than the HRM Apps and ISVForce solutions made available by other SFDC resellers. Subscriber understands that these use limitations are contractual in nature (i.e., the functionality itself has not been disabled as a technical matter) and Amadeus or SFDC may audit Subscriber’s use of Platform Embedded Edition subscriptions through the HRM Apps or the SFDC Platform.  Should any audit reveal any unauthorized use, Subscriber agrees to pay to Amadeus, within thirty (30) days of notice of the audit results, the difference between the price charged for Platform Embedded Edition and Amadeus’ then-current list price for the full-use version of the applicable SFDC Platform for all of the Platform Embedded Edition subscriptions in the same Org showing unauthorized use (taken as a group), beginning with the date of the first violation through the end of the then current Subscription Term (“Prohibited Use Penalty”). Upon payment of the Prohibited Use Penalty, all Platform Embedded Edition subscriptions showing unauthorized use will be converted into Full Use Subscriptions at Amadeus’ then-current list pricing for the full-use version of the SFDC Platform for the remainder of the then current Subscription Term and subsequent Renewal Subscription Terms.

b. Platform Embedded Edition Plus.  Subscriber may develop one (1) additional application for internal use with Platform Embedded Edition Plus (a “Custom Application”) and may access and create up to ten (10) additional custom objects with Platform Embedded Edition Plus (“Custom Objects”), provided that (i) the maximum number of Custom Objects that can be accessed or created in connection with any Platform Embedded Edition Plus subscription is ten (10) Custom Objects (regardless of whether such Custom Objects are accessed or created in connection with the HRM Apps or the Custom Application), and (ii) the Custom Application and the Custom Objects are for use solely with the HRM Apps.  Other than the permitted Custom Application, Subscriber shall not develop applications for Platform Embedded Edition Plus.  Subscriber cannot extend Platform Embedded Edition Plus using additional custom objects other than the permitted Custom Objects.  Subscriber’s use of Platform Embedded Edition Plus is limited to the objects and functionalities included in the HRM Apps, the Custom Application and the Custom Objects.  Subscriber understands that these use limitations are contractual in nature (i.e., the functionality itself has not been disabled as a technical matter) and Amadeus or SFDC may audit Subscriber’s use of Platform Embedded Edition Plus subscriptions through the HRM Apps or the SFDC Platform.  Should any audit reveal any unauthorized use, Subscriber agrees to pay to Amadeus, within thirty (30) days of notice of the audit results, the difference between the price charged for Platform Embedded Edition Plus and Amadeus’ then-current list price for the full-use version of the applicable SFDC Platform for all of the Platform Embedded Edition Plus subscriptions in the same Org showing unauthorized use (taken as a group), beginning with the date of the first violation through the end of the then current Subscription Term (“Prohibited Use Penalty”). Upon payment of the Prohibited Use Penalty, all Platform Embedded Edition Plus subscriptions showing unauthorized use will be converted into Full Use Subscriptions at Amadeus’ then-current list pricing for the full-use version of the SFDC Platform for the remainder of the then current Subscription Term and subsequent Renewal Subscription Terms.

c. Platform Enterprise Edition and Platform Unlimited Edition. Subscriber may develop applications for internal use with Platform Enterprise Edition or Platform Unlimited Edition subscriptions and may access and create additional custom objects, subject to the limitations for Platform Enterprise Edition and Platform Unlimited Edition OEM subscriptions (as applicable) set forth in the SFDC User Guide.

d.  Platform Embedded Edition Plus 20.  Subscriber may develop one (1) additional application for internal use with Platform Embedded Edition Plus 20 (a “Custom Application”) and may access and create up to twenty (20) additional custom objects with Platform Embedded Edition Plus 20 (“Custom Objects”), provided that (i) the maximum number of Custom Objects that can be accessed or created in connection with any Platform Embedded Edition Plus 20 subscription is twenty (20) Custom Objects (regardless of whether such Custom Objects are accessed or created in connection with the SFDC Subscription Products or the Custom Application), and (ii) the Custom Application and the Custom Objects are for use solely with the SFDC Subscription Products.  Other than the permitted Custom Application, Subscriber shall not develop applications for Platform Embedded Edition Plus 20.  Subscriber cannot extend Platform Embedded Edition Plus 20 using additional custom objects other than the permitted Custom Objects.  Subscriber’s use of Platform Embedded Edition Plus 20 is limited to the objects and functionalities included in the SFDC Subscription Products, the Custom Application and the Custom Objects.  Subscriber understands that these use limitations are contractual in nature (i.e., the functionality itself has not been disabled as a technical matter) and Amadeus or SFDC may audit Subscriber’s use of Platform Embedded Edition Plus 20 subscriptions through the SFDC Subscription Products or the SFDC Platform.  Should any audit reveal any unauthorized use, Subscriber agrees to pay to Amadeus, within thirty (30) days of notice of the audit results, the difference between the price charged for Platform Embedded Edition Plus 20 and Amadeus’ then-current list price for the full-use version of the applicable SFDC Platform for all of the Platform Embedded Edition Plus 20 subscriptions in the same Org showing unauthorized use (taken as a group), beginning with the date of the first violation through the end of the then current Subscription Term (“Prohibited Use Penalty”). Upon payment of the Prohibited Use Penalty, all Platform Embedded Edition Plus 20 subscriptions showing unauthorized use will be converted into Full Use Subscriptions at Amadeus’ then-current list pricing for the full-use version of the SFDC Platform for the remainder of the then current Subscription Term and subsequent Renewal Subscription Terms.

e. Light User Subscriptions.  Light User Subscriptions provide Users with read/write access to a maximum of one object and read access to its related objects in the HRM Apps.  Subscriber understands that these use limitations are contractual in nature (i.e., the functionality itself has not been disabled as a technical matter) and Amadeus or SFDC may audit Subscriber’s use of Light User Subscriptions through HRM Apps or the SFDC Platform.  Should any audit reveal any unauthorized use of Light User Subscriptions, Subscriber agrees to pay to Amadeus, within thirty (30) days of notice of the audit results the difference between the price charged by Amadeus for the applicable Light User Subscriptions and Amadeus’ then-current list price for Platform Enterprise Edition or if applicable, Platform Unlimited Edition (“Full Use Subscriptions”) for all of the Light User Subscriptions in the same Org showing unauthorized use (taken as a group), beginning with the date of the first violation through the end of the then current subscription term (“Prohibited Use Penalty”). Upon payment of the Prohibited Use Penalty, all Light User Subscriptions showing unauthorized use will be converted into Full Use Subscriptions at Amadeus’ then-current list pricing for such Full Use Subscriptions for the remainder of the then current Subscription Term and subsequent Renewal Subscription Terms.

7. FEES AND PAYMENT. Unless otherwise set forth in the Order Form, the Subscription Fees for the Subscription Products will be Amadeus’ prevailing subscription fees.  All sales will be billed in U.S. dollars unless otherwise specified in the Order Form.  Undisputed past due amounts bear interest at 1.5% per month or the maximum permitted by law, whichever is less.  All fees are exclusive of, and Subscriber will pay, all taxes, levies, or duties imposed by taxing authorities, excluding taxes based solely on Amadeus’ net income.

8. ADMINISTRATION AND SUPPORT SERVICES.  Subscriber is responsible for its own administration of HRM Apps and Subscriber’s SFDC org.  SFDC will provision one administrative user for each block of fifty 50 User Subscriptions.  Additional administrative user subscriptions are available at an additional charge.  Support for the Subscription Products will be provided by Amadeus in accordance with Amadeus Support Policies available on Amadeus’ Support Portal (the “Support Policy”).  To provide support for HRM Apps SFDC will provision one additional administrative user to Subscriber’s Org, at no additional charge to Subscriber, for access by the Amadeus support team.  SFDC does not provide Support for the HRM Apps.  Amadeus may revise the Support Policy from time to time at Amadeus’ discretion, but shall not degrade the level of support, by placing the revised Support Policy on the Support Portal and providing notice to Subscriber as described in Section 15.  The revised Support Policy will become effective and replace previous versions thirty (30) days after such notice.

9. SUBSCRIBER DATA.  Subscriber is responsible for acquiring and maintaining computer systems and telecommunication services necessary to use the Subscription Products.  All information input into the Subscription Product (“Subscriber Data”) is proprietary to Subscriber.  1GB per org of storage is allotted for Subscriber’s Data in HRM Apps and additional storage is available for additional charge.  In the event of loss or corruption of Subscriber Data, Amadeus’ liability is limited to restoring Subscriber Data within the Subscription Products to the status of Amadeus’ most recent uncorrupted back-up of the Subscription Products database.  Amadeus and SFDC maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Subscriber Data in HRM Apps in accordance with Amadeus’ Privacy Policy and in accordance with applicable privacy laws and regulations.  Subscriber acknowledges that neither Amadeus nor SFDC is responsible for the privacy, security or integrity of Subscriber Data this is transmitted or stored outside of Amadeus systems or the SFDC Platform respectively.  Subscriber also acknowledges that Amadeus and SFDC may irretrievably delete all Subscriber Data thirty (30) days following expiration or termination of the Subscription Term.  Subscriber is responsible for extracting all Subscriber Data, or making arrangements with Amadeus for extraction of Subscriber Data prior to expiration of the Subscription Term.  Subscriber hereby grants to Amadeus, a fully paid up, irrevocable, perpetual, worldwide license to copy and use Subscriber Data: i) to fulfill Amadeus’ obligations under this Agreement and as permitted by Amadeus’ Privacy Policy; and ii) to compile aggregate with information from other sources, analyze, evaluate, create derivative works of, and otherwise develop market intelligence statistical information from Subscriber Data, and to have any of the foregoing done for Amadeus, and to disclose, distribute, and sublicense any statistical information but only in an aggregate form that does not disclose Subscriber Data.

10. Subscriber acknowledges that the Subscription Products may use Amadeus’ Web Services (“WS”), Amadeus’ cloud services platform, which may be hosted by a third party provider.  The WS platform links to Subscriber’s system and synchronizes Subscriber’s data between the Subscriber’s system and the WS platform data repository to power applications that use the WS platform.

11. AMADEUS RIGHTS.  Amadeus and its third party licensors own all right, title and interest in: i) the Subscription Products and all intellectual property embodied therein (including all software text, graphics, images, audio and visual information, online tutorials, documents, specifications, and materials made available to Subscriber); and ii) any recommendations, suggestions, enhancement requests, ideas, or other information related to any of Amadeus’ products or services (“Feedback”).  Subscriber hereby grants Amadeus a non-exclusive fully paid up royalty free license to any Feedback provided by Subscriber and acknowledges Amadeus is free to use any such feedback for any purpose without payment or restriction.

12. WARRANTIES.  Amadeus warrants that the Subscription Products will perform substantially in conformance with the online help documentation under normal use and circumstances.  Amadeus does not warrant that the Subscription Products will be secure or free of viruses or other harmful components, operate uninterrupted or error-free, or achieve any results expected by Subscriber.  EXCEPT FOR THE EXPRESSED WARRANTIES DESCRIBED IN THIS SECTION, AMADEUS DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Subscriber warrants that it has the authority to enter into this Agreement with Amadeus on behalf of itself and each other person or entity with a proprietary interest in the information in Subscriber’s sales and catering system database/instance; and to grant Amadeus the licenses and permissions described herein and to otherwise bind all such persons and entities to this Order Form.

13. LIMITATION OF LIABILITY.  Amadeus will be liable only for actual direct damages incurred by Subscriber as a direct result of Amadeus’ gross negligence, willful misconduct, or failure to exercise reasonable care in providing the Subscription Products.  Amadeus has no liability for any indirect, consequential, or punitive loss, damage or expense, including any loss of data, revenue, profits or use, even if advised of the possibility of such loss or damage.  Except for Amadeus’ liability pursuant to Section 13, in no event will Amadeus’ aggregate liability exceed the fees paid, or payable, by Subscriber for the then current Subscription Term.

14. INFRINGEMENT INDEMNIFICATION.  Amadeus will defend or settle, at its own expense, any action brought against Subscriber alleging the Subscription Product or Subscriber’s use of the Subscription Product infringes any patent, copyright or other proprietary right enforceable in the United States.  Amadeus will pay all costs and damages finally awarded in any such action.  Amadeus’ obligations under this section are subject to Subscriber: i) providing prompt written notice of the claim; ii) granting Amadeus sole control of the defense and settlement of the claim; iii) not performing any action prejudicial to Amadeus’ ability to defend the claim; and iv) providing cooperation and information reasonably requested by Amadeus, at Amadeus’ expense.  Amadeus has no liability for any claim based on use of the Subscription Products: i) in violation of this Agreement; or ii) in combination with other software or hardware not provided by, or specified by, Amadeus.  If use of the Subscription Products is enjoined despite Amadeus’ commercially reasonable efforts to procure rights to continue operating the Subscription Product or modify the Subscription Product to make it non-infringing, Amadeus may terminate the Subscription Term and issue a refund of a prorated portion of the Subscription Fee paid that is applicable to the portion of the Subscription Term following termination.  This Section states Amadeus’ entire liability for any claim of infringement of any intellectual property rights of any kind.

15. AMENDMENT.  Amadeus may revise these Service Terms from time to time at Amadeus’ discretion by placing revised Service Terms on the Web Site or by providing notice to Subscriber as described in Section 16.  The revised Service Terms will become effective and replace previous versions only upon the next renewal of the Subscriber’s Subscription Term.

16. NOTICE.  Amadeus may provide notices to Subscriber by email, mail, or courier, in each case to Subscriber’s email or postal address as recorded in Amadeus’ account information.  Notices to Amadeus must be sent by mail or courier to Amadeus Hospitality Americas, Inc. 75 New Hampshire Avenue, Portsmouth NH 03801, attention CFO.  Notices sent by email will be effective 24 hours after emailing unless Amadeus receives notice that the email was not delivered.  Other Notices are effective upon receipt.

17. CONFIDENTIALITY. Amadeus’ Subscription Products and HRM Apps and the associated components (including but not limited to software code, routines, algorithms, database structure and associated triggers and stored procedures, data dictionaries, user interface conventions and design patterns), corresponding documentation, the terms and pricing under this Agreement and any other business, operational or technical information provided by Amadeus hereunder that is marked or otherwise identified as confidential (or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure), (collectively “Confidential Information”) is valuable information that is proprietary to Amadeus (or to the third party licensors) and represents and constitutes trade secrets and unpublished copyrighted material.  Subscriber agrees to maintain the confidentiality of such Confidential Information and to only use such information to carry out its rights and obligations under this Agreement. For avoidance of doubt, Amadeus’ business and technical methodologies, procedures, techniques and processes shall also constitute Confidential Information hereunder.

Amadeus agrees to maintain the confidentiality of all business, operational and other information provided by Subscriber to Amadeus hereunder that is marked or otherwise identified as confidential or proprietary (or that reasonably should be understood to be confidential or proprietary given the nature of the information and the circumstances of disclosure), (also referred to herein as Confidential Information), and will only use such Confidential Information to carry out its rights and obligations under this Agreement.

The confidentiality obligations of the parties set forth in this Section 17 shall not apply to any material or information that (i) is or becomes a part of the public domain through no act or omission of the receiving party, (ii) is independently developed by  the receiving party without use or reference to the disclosing party’s Confidential Information, or (iii) is disclosed to the receiving party by a third party that, to the receiving party’s knowledge, was not bound by a confidentiality obligation to the disclosing party.

If the receiving party is required by a lawful order from any court, or any body empowered to issue such an order, to disclose the Confidential Information of the disclosing party, the receiving party shall promptly notify the disclosing party of any such order, so that the disclosing party may take reasonable steps to limit further disclosure, including obtaining a protective order or other reasonable assurance that confidential treatment will be accorded the Confidential Information.  If, in the absence of a protective order, the receiving party is compelled as a matter of law to disclose the Confidential Information of the disclosing party, the receiving party will disclose only the part of such Confidential Information as is required by law to be disclosed.

18. GOVERNING LAW AND ARBITRATION.  This Agreement will be governed by the laws of the United States and of the State of New Hampshire, excluding its conflict of law rules.  The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.  Except for the right of either party to apply to a court of competent jurisdiction for a temporary restraining order, a preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm, any dispute as to the interpretation, enforcement, breach, or termination of this Agreement will be settled by binding arbitration under the Rules of the American Arbitration Association by three arbitrators appointed in accordance with the Rules in Portsmouth New Hampshire. All other disputes regarding this Agreement or the HRM Apps shall be subject to the exclusive jurisdiction of courts within the State of New Hampshire. Judgment upon the award rendered by the arbitrators may be entered in any court of competent jurisdiction.  The prevailing party will be entitled to receive from the other party its attorneys’ fees and costs incurred in connection with any arbitration.

19. MISCELLANEOUS.  This Agreement consisting of these Service Terms and the applicable Order Form are the final and complete agreement between the parties with respect to Subscriber’s use of the Subscription Product.  This Agreement supersedes all oral and written communications regarding these matters.  This Agreement may not be assigned by Subscriber without the prior written consent of Amadeus, such consent not to be unreasonably withheld.  Amadeus may assign this Agreement with advance written notice to Subscriber or to an affiliate or a successor in interest of the Subscription Product business.  Any purported assignment in violation of this Section shall be void. Except for timely payment of Fees, neither party shall be responsible for any failure to perform its obligations if performance is prevented or delayed by force majeure conditions or any cause beyond its reasonable control.  Nothing in this Agreement creates any agency, fiduciary, joint venture or partnership relationship between Amadeus and Subscriber.  The failure of Amadeus to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision.