1. AGREEMENT STRUCTURE

1.1 Structure.  The provisions that constitute the main body of this Master Subscription and Services Agreement and the exhibits, appendices and attachments thereto (together, the “MSSA”) govern each Service Order, including its exhibits, appendices and attachments. The Service Order (including its exhibits, appendices and attachments) and the MSSA are collectively referred to as the “Agreement”. To the extent of any inconsistency between (i) the MSSA and any Service Order, the Service Order will control, and (ii) this MSSA and the MSSA appendices, the MSSA appendices will control. Capitalized terms used in this MSSA have the meaning set forth herein or in Appendix 1 (Definitions) to the MSSA.

2. ACCESS AND USE RIGHTS; RESTRICTIONS

2.1 Access and Use Rights.  Subject to Customer’s compliance with the terms and conditions contained in this Agreement, Amadeus hereby grants to Customer, during the relevant Subscription Term, a limited, non-exclusive, non-transferable right for its Users to access and use, solely for its internal business purposes, each Subscription Service ordered pursuant to a Service Order in accordance with the terms of this Agreement and any related documentation. All rights not granted in this Agreement are reserved by Amadeus. For clarity, the use rights granted herein in relation to each Subscription Service will in no event be considered as licensing of software.

2.2 Customer’s Users.  Users must be Employees of a Customer Licensee or a Customer Property Manager or individual subcontractors acting in the same professional capacity as such employees who are subject to similar contractual measures and system-use restrictions as Employees, generally, and who in each case, may access and use the Subscription Services solely for the purpose of managing and supporting Customer Properties. If either Party knows, or has reason to believe, that Customer has granted third-party Users access to the Subscription Service in violation of this Section 2.2 (Customer’s Users), the Party will promptly notify the other Party of such access.  Notwithstanding the foregoing, Amadeus will have the right to immediately prohibit or remove such access. Customer is responsible and liable for Customer Licensees and Users, and their compliance with the terms of the Agreement.

2.3 Restrictions.  Customer will not, directly or indirectly, and Customer will not permit or enable any Customer Licensee, User or third party to: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the object code, source code or algorithms of any Subscription Service, or attempt to identify the detailed logic underpinning its operation; (b) modify, translate or distribute any Services, or create derivative works based on any element of the Services or any related Documentation; (c) rent, lease, distribute, sell, resell, assign, or otherwise transfer its rights to access or use the Services; (d) use any of the Services for timesharing purposes or otherwise for the benefit of any person or entity other than for the benefit of Customer Properties; (e) remove any proprietary notices; (f) publish or disclose to third parties any reporting or evaluation of or pertaining to the Services without Amadeus’ prior written consent; (g) use a Service for any purpose other than its intended purpose; (h) interfere with or disrupt the integrity or performance of any Service; (i) introduce any Open Source Software into any Service; (j) create internet links, interfaces or otherwise connect any third party to any Service, unless approved in a Service Order or Change Order and thereafter certified by Amadeus (k) reproduce, distribute, frame or mirror any part of any Service on any other computer system; (l) access or copy any Service or information therein in order for a similar or potentially competitive product or service to be developed, either directly or indirectly; (m) use any Service in violation of any Customer Laws or third party rights; (n) attempt to gain unauthorized access to any Service or any related systems or networks; or (o) carry out performance testing on a Subscription Service without prior written agreement from Amadeus.

2.4 Reservation of Rights.  Except as expressly granted in this Agreement, there are no other licenses granted to Customer, express, implied or by way of estoppel. All rights not granted in this Agreement are reserved by Amadeus.

2.5 Policies.  The provision and use of the Services under this Agreement will be in accordance with Amadeus’ standard practices and policies as specified in this Agreement and applicable Service Orders, as may be updated from time to time (collectively, the “Policies”).  The current Policies for the Services can be found on the Amadeus website, available at https://www.amadeus-hospitality.com/legal/mssa/policies/.

2.6 Third Party Offerings.  Amadeus may use the services of one or more third parties to deliver any part of the Services. Customer may request that Amadeus make certain Third Party Offerings available to Customer in connection with an applicable Subscription Service, subject to (i) the applicable terms found at https://www.amadeus-hospitality.com/legal/mssa/3P or (ii) Customer entering into an independent agreement with such third-party provider, which in each case solely governs the relationship between Customer Licensee(s) and such third-party provider and the provision and receipt of the Third Party Offering. Accordingly, the services of a Third-Party Offerings provider are not “Services” under the Agreement.  Customer Licensees are prohibited from connecting any Third Party Offering to a Service unless such connection (e.g., API) has been certified by Amadeus and documented in a Service Order or a change order to a Service Order.

2.7 End User Access Agreement.  Where applicable in Amadeus’ determination, an authorized representative of each Customer Property must agree to the terms of Amadeus’ end user access agreement (as may be updated from time to time by Amadeus) prior to accessing or using the Subscription Service. Customer will be primarily responsible for facilitating such agreement (e.g., through Customer’s communication channels) and will provide reasonable documentation thereof as requested by Amadeus.

3. COMPLIANCE WITH LAWS 

3.1 Amadeus Obligations. In the course of performing the Services pursuant to the Agreement, Amadeus will (i) comply with all Provider Laws and bear all costs related to compliance with Provider Laws; and (ii) have and maintain all permits, approvals, certifications and authorizations needed to meet its obligations under the Agreement.For the avoidance of doubt, Amadeus is not responsible for determining:(i) the requirements of laws applicable to any Customer Licensee’s business, including Customer Laws (defined below), or(ii) whether Amadeus’ provision, or any Customer Licensee’s receipt, of particular Services under the Agreement meets the requirements of such Customer Laws.

3.2 Customer Licensee Obligations.  In the course of accessing and using the Services pursuant to the Agreement, all Customer Licensees (and their Employees) will (i) comply with all Customer Laws and bear all costs related to their compliance with Customer Laws; and (ii) have and maintain all permits, approvals, certifications, consents and authorizations needed to meet its obligations under the Agreement.

3.3 Changes in Law.
Where Customer identifies a change in Customer Laws that requires a modification to the Subscription Services, Customer will interpret any such changes in Customer Laws and define the required business outcomes. Amadeus and Customer will work together to produce the relevant functional specifications, subject to approval by Customer.  Subject to the execution of a Change Order, Amadeus will be responsible for modifying the Subscription Services in compliance with the functional specifications.

3.4 Excluded Territories. With respect to any particular country or geography, in the event (a) the provision of Subscription Services is violative of any Provider Law (e.g., Amadeus is unable to obtain or maintain necessary licenses as a result of such change in Provider Law), or (b) the political, social or legal environment makes the provision of the Subscription Services commercially unreasonable for Amadeus, Amadeus may cease providing the Subscription Services in such country or geography by providing Customer with at least three (3) months’ notice (unless the change in circumstance does not allow for such notice, in which case Amadeus will notify Customer as soon as possible).

4. CUSTOMER OBLIGATIONS.

4.1 Customer Systems.  Customer is responsible for (a) obtaining, deploying and maintaining its Customer Systems, and all computer hardware, software, modems, routers and other communications equipment necessary and suitable for Customer Licensees and Users to access and use the Subscription Service (including updating Customer’s operating environment); 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 or Change Order, Amadeus will not be responsible for supplying or maintaining any hardware, software or other equipment to Customer under this Agreement.

4.2 Customer’s Contact Information and Communications. Customer agrees to keep all contractual and online account information accurate, current and complete and promptly inform Amadeus of any changes in Customer’s legal entity business name, address, email address and phone number. In the event Customer’s legal entity name changes, Customer will provide to Amadeus a written summary describing the reason for the change and may be required to execute additional documentation with Amadeus.  Customer agrees to accept emails from Amadeus at the e-mail addresses specified by its Users for login purposes. In addition, Customer agrees that Amadeus may rely and act on all information and instructions provided to Amadeus by Users from the above-specified contact information.

4.3 Responsibility for Customer Data. Customer acknowledges and agrees that Amadeus neither endorses the contents of any Customer communications, Customer Data, or Customer Content nor assumes any responsibility for any content therein. Customer is responsible and liable for the completeness, integrity, quality and accuracy of Customer Data. Amadeus is not obligated to verify, authenticate, monitor or edit the Customer Data.

4.4 Temporary User Suspension.  Amadeus has the right to temporarily suspend any Users or Customer Licensee that Amadeus in good faith suspects is engaged in a violation of this Agreement or other unauthorized conduct. Amadeus will attempt to contact Customer prior to or contemporaneously with such suspension; provided, however, that Amadeus’ exercise of the suspension rights herein will not be conditioned upon Customer’s receipt of any notification. Customer agrees that Amadeus will not be liable to any Customer Licensees or Users, or any other third party, if Amadeus exercises its suspension rights as permitted by this Section. Upon determining that the unauthorized conduct leading to the temporary suspension has ceased and been rectified, Amadeus will reinstate any applicable suspended User’s access and use of the Services. Notwithstanding anything in this Section to the contrary, Amadeus’ suspension of Users is in addition to any other remedies that Amadeus may have under this Agreement.

4.5 Excused Performance.  If any Customer Licensee, User or any of Customer Licensee’s third-party vendors is delayed in performing, or fails to perform, its obligations under this Agreement or otherwise interferes with Amadeus’ performance hereunder, Amadeus will be relieved of its obligations to perform to the extent impacted by such delay or failure.  In such cases, the Parties may be required to execute a Change Order to address any schedule changes, additional charges or work required as a result of such event giving rise to such delay or failure.

5. CHARGES AND PAYMENT

5.1 Charges.  Customer agrees to pay all charges specified in each Service Order (collectively, the “Charges”) using one of the payment methods Amadeus supports. Payment obligations are non-cancelable, and charges paid are non-refundable. If Amadeus provides separate invoices for each Customer Property, Customer remains responsible for all Charges and any other financial obligations of the Customer Properties related to the Services. All amounts payable under this Agreement will be made without setoff or counterclaim, and without any deduction or withholding.All Charges for Subscription Services will be invoiced in advance unless otherwise set forth in the applicable Service Order. Other Charges will be invoiced as set forth in an applicable Service Order. Except as otherwise set forth in the applicable Service Order, Customer agrees to pay all invoiced amounts within thirty (30) calendar days of the invoice date.

5.2 Overdue Charges. If Amadeus does not receive payment in full of any amount not subject to good-faith dispute under Section 5.4 (Payment Disputes) by the applicable 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.

5.3 Suspension of Services.  Except as set forth in Section 5.4 (Payment Disputes) below, if any amounts owed by Customer for the Services are fifteen (15) or more calendar days overdue, Amadeus has the right, without limiting Amadeus’ other rights and remedies, to provide notice to Customer that Customer’s Services and access to the Services will be suspended unless such amounts are paid in full within fifteen (15) calendar days of such notice.  If payment is not received before the end of such notice period, then, without limiting Amadeus’ other rights and remedies, Amadeus has the right to suspend Customer’s Services and access to the Services.

5.4 Payment Disputes.  Amadeus agrees that it will not exercise its rights under Section 5.2 (Overdue Charges) or Section 5.3 (Suspension of Services) if the applicable Charges are under reasonable and good-faith dispute, for which Customer provides Amadeus with a detailed description of the reason and evidence for such dispute prior to the due date of the initial invoice, and Customer is cooperating diligently to resolve the dispute in good faith.

5.5 Taxes.  Charges are exclusive of Taxes, regardless of when levied, except where expressly stated on the applicable Service Order and/or invoice. Where Taxes are expressly included in the Charges, Taxes are levied as of the effective date of the Service Order and are subject to change dependent upon any changes in Tax Law. Taxes are chargeable in the same or separate invoice issued by Amadeus for the Services. The Parties agree 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 this Agreement. Each Party is fully responsible for and shall be liable for its payment of any Income Tax or duty that may arise or may be imposed by a competent tax authority as a result of this Agreement. Should the Customer be required under applicable law to withhold or deduct any portion of the Charges due to 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. At Customer’s request, Amadeus will provide to Customer a certificate of residency for the purposes of double taxation conventions. Customer is responsible for any additional costs from a Change in Tax Law (other than Income Tax Law), and the Parties agree to discuss any Change in Tax Law that results in an increase in Amadeus’ tax costs under this Agreement to minimize its impact.  Customer’s obligation under this Section 5.5 (Taxes) will survive the termination or expiration of this MSSA.

6. SECURITY AND CREDENTIALS

6.1 Security.  Each Party will maintain appropriate administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of Personal Data as set forth in the Data Processing Addendum.

6.2 Data Processing Addendum.  The Parties agree that, to the extent applicable, Personal Data provided will be processed, stored and otherwise handled in accordance with the Data Processing Addendum, which, if applicable, will form an inseparable part of the Agreement. In the event of any conflict between the terms of this Section 6 (SECURITY AND CREDENTIALS) and the Data Processing Addendum, the Data Processing Addendum will prevail.

6.3 Credentials.  Customer will assign one or more Users to be authorized administrators who will grant and remove access and access levels to Customer Licensees’ User accounts and will provide the contact information for such administrators to Amadeus, including their name, email and telephone contact number (if possible, direct).  Customer will not permit or enable any third party to access the Subscription Services. Administrators may assign only an individual User to each account (i.e., no shared accounts), and each User account must be associated with a Customer-branded or Customer Property Manager-branded email address (e.g., not a gmail or hotmail or an account associated with a third-party entity). For clarity, personnel of third-party vendors of any Customer Licensees are not permitted to be Users. For systems that are authorized to access a Subscription Service, such access must be established through a connection certified by Amadeus that operates as a User. Customer will be, and will ensure that each Customer Licensee, Customer Property Manager and User maintains the confidentiality of all credentials. Customer is solely responsible for access and use of the Subscription Services that occur using credentials issued to any Users. Customer will, and will ensure that Customer Licensees and Customer Property Managers, restrict Users from sharing passwords and User accounts. Customer is responsible for retiring each User’s access to the Subscription Service when the User’s employment or agency is terminated or the individual otherwise no longer requires access to the Subscription Service. New accounts may be set up for new Users in replacement of Users that have been deactivated or are no longer permitted access to the Subscription Service or as otherwise permitted by a Service Order. Customer agrees to immediately notify Amadeus of any unauthorized use of any account or credentials issued to any Customer Licensee or User, any breach of security known to or reasonably suspected by any Customer Licensee and any Customer Licensee or User that should no longer have access to the Subscription Services or the data derived therefrom. Amadeus will have no liability for any loss or damage arising from Customer’s failure to comply with the terms set forth in this Section.

6.4 Amadeus Protective Measures.  Amadeus may, upon detection, take measures to reject, queue, throttle, elongate response times or suspend activity that appears to be the result of a malicious or bad actor, poses a threat to the security of a Subscription Service, or may impact the stability, reliability or performance of a Subscription Service or connected system.

6.5 No Circumvention of Security.  Neither any Customer Licensee nor any of Customer’s Affiliates nor any User may circumvent or otherwise interfere with any user authentication or security of the Subscription Service. Customer will immediately notify Amadeus of any breach, or attempted breach, of security known to any Customer Licensee. Customer will not and will not engage or permit a third party to perform manual or automated penetration tests, vulnerability assessments, scans or similar computer system tests of any nature on the Subscription Service or any of Amadeus’ systems without prior written approval of both Amadeus’ Information Security (CISO or Deputy CISO) and Legal departments (General Counsel or Deputy General Counsel).

7. REPRESENTATIONS AND WARRANTIES; DISCLAIMER

7.1 Representations and Warranties.  Each Party represents, warrants and covenants that: (a) it has the full power and authority to enter into this Agreement 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 this Agreement will not breach any oral or written agreement with any third party or any obligation owed by it to any third party. Customer further represents and warrants that: (i) it has obtained and will maintain all necessary approvals and consents from, and has provided all necessary notice to, any persons or entities that have an interest in the Customer Content or Customer Data to enable Amadeus to perform its obligations hereunder; (ii) all information provided by a Customer Licensee is true, complete, and accurate, and Customer will notify Amadeus of any known changes and keep such information true, complete and accurate for the Term; (iii) neither Customer Content nor Customer Data will infringe, violate or misappropriate any Intellectual Property Right or right of privacy held by any third party; (iv) for Subscription Services or Third Party Offerings that include direct messaging services (for example, confirmation messages, upsells, cart abandonment, checkout receipt) Customer is responsible for and will make the required disclosures to any persons to whom any Customer Licensee enables message sending features or sends messages using the Subscription Services, and will obtain all necessary consents from such persons, as may be required by applicable law and by the Customer Licensee’s policies or agreements with consumers; and (v) no Customer Licensee is located in, under the control of, or a national or resident of an embargoed country or a specially designated national under United States or other applicable Law.

7.2 Disclaimers.  EXCEPT FOR THE EXPRESS WARRANTIES IN THIS SECTION 7 (REPRESENTATIONS AND WARRANTIES; DISCLAIMER), AMADEUS DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS, STATUTORY AND 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 CUSTOMER ONLY AND NOT FOR THE BENEFIT OF ANY THIRD PARTY. ANY MATERIALS PROVIDED THROUGH THE AMADEUS SERVICES ARE LICENSED AND NOT SOLD. AMADEUS WILL NOT AND DOES NOT PURPORT TO PROVIDE ANY LEGAL OR OTHER PROFESSIONAL ADVICE UNDER THIS AGREEMENT OR IN RELATION TO THE SERVICES.

8. CONFIDENTIALITY

8.1 Confidential Information.  “Confidential Information” means any and all non-public technical and non-technical information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in any form or medium, whether oral, written, graphical or electronic, pursuant to this Agreement, 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 this Agreement and any Service. Confidential Information also includes all summaries and abstracts of Confidential Information. Confidential Information of Amadeus will include the Subscription Services and pricing terms. Confidential Information of Customer will include the Customer Data. Each Party’s Confidential Information is owned solely and exclusively by such Party.

8.2 Non-Disclosure of Confidential Information.  Each Party acknowledges that in the course of the performance of this Agreement, it may obtain the Confidential Information of the other Party. The Receiving Party will, at all times, both during the MSSA Term and thereafter, keep in confidence and trust all of the Disclosing Party’s Confidential Information received by it. The Receiving Party will not use the 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 this Agreement. Each Party agrees (a) 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), and (b) to take appropriate action by instruction or agreement with its employees, Affiliates, in the case of Customer Licensees, Customer Property Managers, Users, and other agents who are permitted access to the other Party’s Confidential Information to satisfy its obligations under this Agreement. Except as described in this Section 8.2 (Non-Disclosure of Confidential Information), the Receiving Party will not disclose Confidential Information of the Disclosing Party to any person or entity other than its (a) officers, employees, Affiliates, Customer Licensees and agents who need access to such Confidential Information in order to effect the intent of this Agreement and (b) third-party legal, financial, tax and security advisors, and in the case of Amadeus, subprocessors, subcontractors and Third Party Offering providers, who need access to such Confidential Information in order to enable a Party to fulfill its obligations or exercise its rights under this Agreement in accordance with its terms including any approvals, certifications or restrictions, in each case who are subject to confidentiality obligations at least as stringent as the obligations set forth in this Agreement.

8.3 Exceptions to Confidential Information Disclosure.  The obligations set forth in Section 8 (CONFIDENTIALITY) will not apply to the extent that Confidential Information includes 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 this Agreement or any obligation of the Receiving Party. Nothing in this Agreement 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 (x) assert the confidential nature of the Confidential Information to the agency; (y) promptly notify the Disclosing Party in writing of the agency’s order or request to disclose, where legally permissible; and (z) 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.

8.4 Deletion of Confidential Information.  Subject to Section 13.5 (Dispute Resolution) and Section 12.4 (Effects of Termination) below, 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 8.4 (Deletion of Confidential Information) signed by an officer of Receiving Party. Notwithstanding the foregoing, each Party may retain a copy of the other Party’s Confidential Information in accordance with its standard disaster recovery or backup procedures for archival purposes, subject to the terms and conditions of this Agreement including, without limitation, confidentiality obligations set forth herein.

8.5 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.

9. PROPRIETARY RIGHTS

9.1 Amadeus Intellectual Property.  As between Amadeus and Customer, the Amadeus Intellectual Property belongs to and is retained solely by Amadeus or Amadeus’ licensors and providers.  Customer agrees that, to the extent that the ownership of any contribution by a Customer Licensee 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 (and will cause Customer Licensees to irrevocably assign and agree to assign) to Amadeus all rights, title and interest in and to such Amadeus Intellectual Property and Feedback without the necessity of any further consideration. To the extent any such rights, title and interest cannot be assigned by a Customer Licensee to Amadeus, Customer hereby grants (and will cause Customer Licensees to grant) 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. To the extent that the foregoing assignment and license are not enforceable, Customer agrees (and will cause Customer Licensees) to waive and never assert against Amadeus those non-assignable and non-licensable rights, title and interest.  Customer agrees (and will cause Customer Licensees) 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 Developments.

9.2 Customer Intellectual Property. As between Amadeus and Customer, all right, title and interest and Intellectual Property Rights in the Customer Content and Customer Confidential Information belongs to and is retained solely by Customer. During the relevant Service Order Term, Customer hereby grants (and will cause the applicable Customer Licensee to grant) to 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 Services, to use, reproduce, display and transmit the Customer Content and, subject to the obligations in Section 8 (CONFIDENTIALITY), Customer Confidential Information to provide the Services and exercise its rights or perform its obligations under this Agreement.  During the relevant Service Order Term, Customer grants (and will cause the applicable Customer Licensee to grant) to Amadeus and providers used by Amadeus to deliver the Services the right to access, obtain and use (through web scraping, web services, XML feed or otherwise) Customer Licensees’ rate and other information publicly available on Customer Licensees’ websites for use in Amadeus’ products and services.

9.3 Aggregated Statistics.  Amadeus has the right to compile and use data obtained in connection with the use of the Services, including Customer Data (“Aggregated Statistics”), Aggregated Statistics may be analyzed, evaluated, used, distributed and published by Amadeus. Any external use of Aggregated Statistics will be on an aggregated and de-identified basis and will not identify Customer, Customer Licensees, or Users or include Personal Data.

9.4 System Data.  Amadeus monitors and collects data regarding the performance, operation, integrity and security of the Services (“System Data”). As between Amadeus and Customer, all right, title and interest in the System Data belongs to and is retained solely by Amadeus.

10. INDEMNIFICATION.

10.1 Amadeus Indemnity.

(a) General.  Amadeus, at its expense, will defend Customer from and against all actions, proceedings, claims and demands by a third party (a “Third-Party Claim”) against Customer which arise out of or relate to (i) an allegation that the Subscription Service infringes its Intellectual Property Rights; (ii) Amadeus’ breach of Section 8 (CONFIDENTIALITY), (iii) Amadeus’ breach of its security obligations set forth in this Agreement that results in unauthorized access to, or acquisition or disclosure of, Customer Data (an “Amadeus Security Incident”), or (iv) Amadeus’ willful misconduct. Amadeus will pay all damages imposed by settlement or final judicial judgment and reasonable expenses (including reasonable attorneys’ fees) incurred by Customer from any such Third-Party Claim. In the event a Third-Party Claim pursuant to Section 10.1(a)(i) is made, or Amadeus determines is likely to be made, (i) Customer will immediately upon notice from Amadeus cease use of the applicable Services, and (ii) Amadeus may, in its sole discretion and at its option and expense (a) obtain for Customer the right to use the Services, (b) substitute a functional equivalent, non-infringing replacement for such the Services, (c) modify Services to make it non-infringing and functionally equivalent, or (d) to the extent Amadeus determines that options (a) through (c) are not commercially reasonable, terminate this Agreement and refund to Customer any prepaid amounts attributable the period of time between the date Customer was unable to use the Services due to such claim and the remaining days in the then-current Subscription Term.

(b) Exclusions.  Notwithstanding anything to the contrary in this Agreement, the obligations in Section 10.1(a) (General) will not apply with respect to a claim of infringement if such claim is based on or arises out of (i) use of infringing Customer Data; (ii) use of the Service in combination with any information, software, hardware, processes, network or system not supplied by Amadeus where the claim relates to such combination, (iii) any modification or alteration of the Service other than by Amadeus, (iv) a Customer Licensee’s continued use of the Service after Amadeus notifies Customer to discontinue use because of an infringement claim or a Customer Licensee’s failure to upgrade from a deprecated version of the Service in accordance with an applicable Service Order, (v) any Customer System; (vi) a Customer Licensee’s violation of applicable Law; (vii) Third-Party Offerings; (viii) use of Open Source Software; (ix) a patent infringement or similar claim where the party bringing the claim or asserting the patent right is a Non-Practicing Entity, and (x) a Customer Licensee’s use or alleged use of the Service other than as permitted under this Agreement.

(c) Sole Remedy.  THE FOREGOING STATES THE ENTIRE LIABILITY OF AMADEUS WITH RESPECT TO THE ACTUAL OR ALLEGED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS BY THE SERVICES OR OTHERWISE, AND CUSTOMER HEREBY EXPRESSLY WAIVES ANY OTHER LIABILITIES OR OBLIGATIONS OF AMADEUS WITH RESPECT THERETO.

10.2 Customer Indemnity.  Customer, at its expense, will defend Amadeus from and against any and all Third-Party Claims which arise out of or relate to: (a) an allegation that the Customer Content 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) a Customer Licensee’s breach of Sections 8 (CONFIDENTIALITY) or Section 9.2 (Customer Intellectual Property); (c) any action or inaction by a Customer Licensee resulting in unauthorized access to, or acquisition or disclosure of, Customer Data, including but not limited to a data breach as defined under applicable state and federal law (a “Customer Security Incident”); (d) violations of Customer’s obligations of privacy to any third party; (e) the occurrence of any of the exclusions set forth in Section 10.1(b) (Exclusions) or (f) willful misconduct by a Customer Licensee (or its third parties) or User.  Customer will pay all damages imposed by settlement or final judicial judgment and reasonable expenses (including reasonable attorneys’ fees) incurred by Amadeus from any such Third-Party Claim.

10.3 Indemnity Procedures.  Each Party’s respective indemnification obligations under this Section and Section 13.3 (No Transfers) are conditioned upon (a) the indemnifying Party being promptly notified in writing of any claim under this Section, (b) the indemnifying Party having the sole and exclusive right to control the defense and settlement of the claim, and (c) the indemnified Party providing reasonable assistance (at the indemnifying Party’s expense and reasonable request) in the defense of such claim. The indemnifying Party will not, without the prior written consent of the indemnified Party, which consent will not be unreasonably withheld, settle any claim in a manner that (i) admits to liability on the part of the indemnified Party, (ii) restricts the rights of the indemnified Party, or (iii) 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 claim and to participate in the defense of the claim, subject to the indemnifying Party’s right to control the defense and settlement.

11. LIMITATION OF LIABILITY

11.1 No Consequential Damages.  NEITHER PARTY (INCLUDING THEIR AFFILIATES) WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY DAMAGES FOR LOST DATA, BUSINESS INTERRUPTION, LOST PROFITS, LOST REVENUE OR LOST BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUCH DAMAGES INCLUDE, WITHOUT LIMITATION, DAMAGES ARISING OUT OF THE LICENSING, PROVISION OR USE OF THE SERVICES OR THE RESULTS THEREOF. AMADEUS WILL NOT BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.

11.2 Limitation of Liability.  THE TOTAL CUMULATIVE LIABILITY F A PARTY AND ITS AFFILIATES (“Liable Party”) ARISING OUT OF A SERVICE ORDER, IN THE AGGREGATE FOR THE SERVICE ORDER TERM, WILL NOT EXCEED THE AVERAGE ANNUAL AMOUNTS (AS DEFINED IN EXHIBIT 1) PAID BY OR ON BEHALF OF CUSTOMER TO AMADEUS PURSUANT TO SUCH SERVICE ORDER (the “Liability Cap”). THE CUMULATIVE AMOUNT OF ANY LIABILITIES AND INDEMNITIES PREVIOUSLY PAID BY THE LIABLE PARTY UNDER THE SERVICE ORDER WILL REDUCE THE REMAINING  LIABILITY CAP. IF NO FEES ARE PAID BY OR ON BEHALF OF CUSTOMER UNDER A SERVICE ORDER, THE LIABILITY CAP FOR THE LIABLE PARTY WILL NOT EXCEED $1,000.

11.3 Exclusions.  The Parties agree and acknowledge that the limitations on liability set forth in section 11.2 (Limitation of Liability) will not apply to liability for: (a) the Charges payable to Amadeus under this Agreement (including interest where applicable), (b) a Party’s indemnity obligations under the Agreement, except with respect to any Amadeus Security Incidents or Customer Security Incidents (which are subject to Section 11.1 (No Consequential Damages) and 11.2 (Limitation of Liability),  (c) personal injury or physical, tangible property damage, (d) Customer’s abandonment of the Agreement and/or Service Order, or (e) a Party’s willful misconduct. Further, the limitations of liability set forth in Section 11.1 (No Consequential Damages) will not apply to (i) the Charges payable to Amadeus under this Agreement (including interest where applicable), and (ii) Customer’s abandonment of the Agreement and/or Service Order.

11.4 Third Party Beneficiaries. Each Party’s Affiliates are intended third-party beneficiaries solely of Sections 11.1 (No Consequential Damages) and 11.2 (Limitation of Liability) and may enforce those Sections.

11.5 Applicability of Limitation of Liability.  CUSTOMER ACKNOWLEDGES THAT THE TERMS IN THIS SECTION 11 (LIMITATION OF LIABILITY) WILL APPLY: (A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (B) EVEN IF AN EXCLUSIVE OR LIMITED REMEDY STATED HEREIN FAILS OF ITS ESSENTIAL PURPOSE, AND (C) WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE.

12. TERM AND TERMINATION.

12.1 Term.  The term of this MSSA commences on the Effective Date and will continue until the expiration or termination of all Service Order Term(s), unless earlier terminated as provided in this MSSA (the “MSSA Term”). Except as otherwise specified in the applicable Service Order, Subscription Terms for all Subscription Services will automatically renew for additional periods equal to the initial non-prorated Subscription Term unless one Party gives the other written notice of non-renewal at least sixty (60) calendar days prior to the expiration of the then current Subscription Term. Unless otherwise specified in the Service Order, Amadeus may increase the Charges under each Service Order by up to five percent (5%) annually. Notwithstanding anything to the contrary in the Service Order, Amadeus may increase any pass-through fees or fees from Third-Party Offerings providers upon thirty (30) days’ prior written notice.

12.2 Termination for Cause.  A Party may terminate this MSSA or a Service Order upon written notice to the other Party in the event the other Party: (a) commits a material breach of this MSSA and does not remedy such breach within thirty (30) calendar 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 shall 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 sixty (60) calendar days after filing or admits its inability to pay its debts as they mature, unless prohibited by applicable Law. A Party may terminate an applicable Service Order upon written notice to the other Party in the event the other Party commits a material breach of the Service Order and does not remedy such breach within thirty (30) calendar days after receipt of notice from the non-defaulting Party. Upon any termination for cause by Customer, Amadeus will refund to Customer any unused prepaid Charges for the remainder of the terminated Service Order Term(s) on a pro rata basis. Upon any termination for cause by Amadeus, Customer will pay all Charges for the remainder of the Service Order Term(s).

12.3 Other Rights of Termination.  As applicable, a Party may also terminate, upon written notice to the other Party (a) this MSSA and/or any Service Order in accordance with Section 13.1 (Change of Control), or (b) any Service Order in accordance with any additional termination rights as may be expressly stated therein.

12.4 Effects of Termination.  Upon expiration or termination of this MSSA, all Service Orders will terminate. Upon expiration or termination of a Service Order or Subscription Term of a Subscription Service, (a) all Customer Licensees’ use of and access to the applicable Subscription Service(s) and the performance of all related Subscription Services and Professional Services will cease; and (b) all Charges and other amounts owed to Amadeus (whether invoiced or not) related thereto will be immediately due and payable by Customer, including without limitation, all Charges for Professional Services (except where Customer has terminated for cause, in which case Charges for Professional Services will be limited to those incurred through the date of termination and a pro-rated amount for partially completed Professional Services). If Customer requests a copy of Customer Data within thirty (30) days of the effective date of such expiration or termination Amadeus will provide, or enable Customer’s export of, the Customer Data to Customer in a market-standard electronic format determined in Amadeus’ reasonable discretion.  Amadeus reserves the right to charge a fee for data exports, and any associated Professional Services will be charged at Amadeus’ then current rates. Upon the effective date of termination or expiration of MSSA, Amadeus will have no other obligation to maintain or provide any Customer Data and will delete all Customer Data in its systems in accordance with Customer’s written request or Amadeus’ standard procedures.  Notwithstanding the foregoing, Amadeus may retain a copy of the Customer Data as permitted in Section 8.4 (Deletion of Confidential Information) subject to the terms and conditions of this Agreement including, without limitation, confidentiality obligations set forth herein.

12.5 Survival.  The following Sections of the MSSA, and such other provisions of the Agreement that by their nature would be intended to apply following any expiration or termination of this Agreement, shall survive any such expiration or termination: Section 1.1 (Structure), Section 2.3 (Restrictions), Section 4.5 (Excused Performance), Section 5 (CHARGES AND PAYMENT), Section 6.2 (Data Processing Addendum), Section 7.2 (Disclaimers), Section 8 (CONFIDENTIALITY), Section 9 (PROPRIETARY RIGHTS), Section 10 (INDEMNIFICATION), Section 11 (LIMITATION OF LIABILITY), Section 12.4 (Effects of Termination), Section 12.5 (Survival), and Section 13 (MISCELLANEOUS).

13 MISCELLANEOUS

13.1 Change of Control.  In the event a change of Control of Customer (a) is for the benefit of a Amadeus Competitor, (b) is for the benefit of a third party that recently engaged in litigation with Amadeus or (c) would result in the violation of applicable Law if Amadeus continued to perform under the Agreement, Amadeus may terminate the MSSA and/or any Service Order upon notice without any compensation being owed to Customer as a result of such termination.

13. 2 Notices.  Amadeus may give notice to Customer by means of a general notice through the Subscription Service interface with respect to communications sent to all users of the applicable Subscription Service. Each Party may give notice to the other Party by electronic mail to the email address on record with the other Party, or by written communication sent by first class postage prepaid mail or nationally recognized overnight delivery service to the address on record with the other Party with a copy to the applicable email address. 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 (i) receipt or (ii) two (2) business days after mailing. All communications and notices to be made or given pursuant to this Agreement will be in the English language.

13.3 No Transfers.  The Parties do not intend that the commencement or cessation of the Services (or any part thereof) should give rise to any transfers of employment of any individuals employed by either Party, or their respective Affiliates or contractors. If, notwithstanding this intention, such a transfer does occur by operation of law, the Party to whom such individuals have transferred will be indemnified by the other Party for all costs and expenses they reasonably incur in connection with such transfer, including without limitation the costs of any associated employment liabilities or claims by such individuals and the costs of making them redundant. Such indemnification will be undertaken in accordance with Section 10.3 (Indemnity Procedures).

13.4 Governing Law.  The law governing this Agreement will be as follows: (i) the laws of the State of New York (USA), where Amadeus Hospitality, Inc. is the Amadeus legal entity under this MSSA; (ii) the laws of England and Wales where Amadeus Hospitality UK Limited is the Amadeus legal entity under this MSSA; (iii) the laws of the Kingdom of Spain, where Amadeus Hospitality Europe S.L. is the Amadeus legal entity under this MSSA; or (iv) the laws of Singapore, where Amadeus Hospitality Asia Pacific Pte. Ltd. is the Amadeus legal entity under this MSSA, in each case without giving effect to the conflict of law principles that may otherwise apply. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

13.5 Dispute Resolution.  Any dispute arising out of or in connection with this Agreement (“Dispute”) will be resolved pursuant to this Section 13.5 (Dispute Resolution). The Parties will attempt in good faith to resolve a Dispute informally for at least sixty (60) days. Each Party agrees that it will continue performing its obligations under this Agreement while any Dispute is being resolved in good faith, provided that this provision will not operate as extending the Term, or prohibiting or delaying a Party’s exercise of any right of termination or other remedy permitted under this Agreement. Thereafter, either Party may refer the Dispute for binding arbitration administered by the following arbitration entities (each, an “Arbitral Entity”) as follows:

(i) where Amadeus Hospitality, Inc. is the Amadeus legal entity under this MSSA, arbitration will be administered the American Arbitration Association in accordance with its Commercial Arbitration Rules and the place of arbitration will be New York, New York;

(ii) where Amadeus Hospitality UK Limited is the Amadeus legal entity under this MSSA, arbitration will be administered by the International Chamber of Commerce (“ICC”) under their Rules of Arbitration, and the place of arbitration will be London, England;

(iii) where Amadeus Hospitality Europe S.L. is the Amadeus legal entity under this MSSA, arbitration will be administered by the ICC under their Rules of Arbitration, and the place of arbitration will be Madrid, Spain; and

(iv) where Amadeus Hospitality Asia Pacific Pte. Ltd. is the Amadeus legal entity under this MSSA, arbitration will be administered by the Singapore International Arbitration Centre under their Arbitration Rules and the place of arbitration will be Singapore.

The arbitration will be conducted by a tribunal consisting of three (3) arbitrators, and each of the Parties will have the right to nominate one of these arbitrators, such nominations to be made within thirty (30) calendar days of referral of the dispute to arbitration. The third arbitrator (who will serve as the chairman of the tribunal) will be nominated by agreement between the two (2) Party-nominated arbitrators within twenty (20) calendar days of the confirmation of the appointment of the second of them by the applicable Arbitral Entity. Failing such agreement, this third arbitrator will be appointed by the Arbitral Entity. The language of the arbitration will be English. Judgment on the award rendered by the arbitrators may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, each Party has the right to pursue equitable relief in the courts located in the applicable place of arbitration (listed above) and both Parties agree to the exclusive jurisdiction and venue of such courts.

13. 6 Duty to Mitigate.  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 this Agreement.

13.7 Claims Procedures.  All claims and demands against Amadeus under this Agreement and/or in relation to the provision of the Services hereunder will be brought by Customer and subject to the limitations set forth in Section 11 (LIMITATION OF LIABILITY) hereof.  Customer will cause Customer Licensees, if any, to assign to Customer any such claims and/or execute all documentation as necessary to comply with the foregoing and shall ensure that Customer Licensees (other than Customer) do not bring any direct claims against either Amadeus or any of Amadeus’ Affiliates. Customer agrees and acknowledges that all claims and demands against Customer Licensees under this Agreement will be brought by Amadeus against Customer.

13.8 Publicity. Each Party (a) has the right to reference and use the other Party’s name and trademarks and disclose the nature of the Services provided hereunder in each case in its business development and marketing efforts, including its website, and (b) may issue a press release, subject to the other Party’s approval (which will not be unreasonably withheld), within ten (10) business days of the execution of this Agreement and any new Service Order (unless a different timeline is agreed), which will include a quote from an officer or executive of each Party at a level of EVP or higher. All other rights are reserved by each Party. For each Subscription Service, Customer also agrees to participate in at least one case study for in written and video format within the first year of Customer’s use of such Subscription Service in a production environment, including Customer testimonials and relevant metrics showing improved performance under the Services (“Case Study”). The Parties agree that the Case Study can be shared in public-facing materials. Customer grants express permission for Amadeus to use Customer’s trademarks, names and other content or information in the Case Study to publicize the Case Study.

13.9 No Solicitation of Amadeus Personnel.  Customer agrees that, for a period of one (1) year following the end of the relevant individual’s involvement with the Services, it will not directly or indirectly solicit for employment Amadeus Personnel of Amadeus or its Affiliates involved in the provision of Services under that Service Order without Amadeus’ prior written consent; provided, however, that the foregoing prohibition will not preclude the hiring by Customer of any individual who responds to a general solicitation or advertisement, whether in print or electronic form, online job postings and social networking sites.

13.10 Anti-Bribery.  Each Party will comply with any Anti-Bribery Law applicable to its obligations under this Agreement. Neither Party will permit its personnel to engage in any improper conduct within the meaning of the applicable Anti-Bribery Law. Further, each Party will ensure that its personnel do not offer, give or agree to give anyone an inducement to confer, or any reward for conferring, any benefit or advantage on them (or any person associated with them) in connection with this Agreement.

13.11 Waiver.  No term or provision of this Agreement will be considered waived by either Party, and no breach excused by either Party, unless such waiver or consent is in writing signed on behalf of the Party against whom the waiver is asserted. No consent by either Party to, or waiver of, a breach by either Party, whether express or implied, will constitute consent to, waiver of, or excuse of any other, different, or subsequent breach by either Party.

13.12 Severability.  If any provision of this Agreement is held invalid or unenforceable for any reason, the remainder of the provision will be amended to achieve as closely as possible the economic and legal effect of the original term and all other provisions will continue in full force and effect.

13.13 Assignment.   Except as provided in this Section, neither Party may, or will have the power to, assign the MSSA or any Service Order, in whole or part, without the prior written consent of the other Party.  Notwithstanding the foregoing, Amadeus may assign the MSSA or any Service Order, upon written notice to and without the approval of Customer, (a) to one or more of its Affiliates; or (b) as part of a corporate reorganization (including for tax purposes), merger, acquisition, divesture or sale of all or substantially all of the assets of Amadeus or an Affiliate of Amadeus.

13.14 Relationship of the Parties.  Amadeus is an independent contractor to Customer. There is no relationship of agency, partnership, joint venture, employment, or franchise between the Parties. Neither Party has the authority to bind the other or to incur any obligation on its behalf. There are no third-party beneficiaries to this Agreement, except to the extent that (a) each Party’s Affiliates benefit from the limitations and exclusions of liability in this Agreement, and (b) subject to Sections 2.3 (Restrictions) and 13.7 (Claims Procedures), Customer Licensees can access and use the applicable Subscription Services. Amadeus and Customer reserve the right to make mutually agreed changes to this MSSA and/or any Service Order without the need to obtain the consent of any Customer Licensee or any other third party.

13.15 Force Majeure. Except for Customer’s payment obligations, neither Party will be liable for any failure or delay in performance under this Agreement due to 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 (or change in Law) which would render the performance of such Party’s obligations unlawful; or any other event beyond the reasonable control of the Party whose performance is to be excused.

13.16 Joint Drafting.  The Parties, which have similar if not equal bargaining power, have participated jointly in the negotiation and drafting of the Agreement. In the event an ambiguity or question of intent or interpretation arises, the Agreement will be construed as if drafted jointly by the Parties and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.

13.17 Entire Agreement.  Notwithstanding anything to the contrary in this Agreement, signature of the Service Order or MSSA by Customer constitutes acceptance of the online terms and any posted updates, modifications, or additions thereto. Other than expressly provided herein, this Agreement constitutes the entire agreement between the Parties relating to the subject matter hereunder and supersedes all prior or simultaneous understandings, representations, discussions, negotiations, quotations, responses to requests for proposals, information or quotes (RFPs/RFIs/RFQs), Customer purchase orders, and agreements, whether written or oral. Apart from posted updates, modifications, or additions by Amadeus, no amendment to, or change, waiver or discharge of, any provision of this Agreement will be valid unless in writing and signed by an authorized representative of each Party.

Appendix 1

to the MSSA

Definitions

 

• “Amadeus” means the Amadeus entity listed as “Amadeus” in the Service Order.
• “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 clarity, non-Affiliate owners and managers of Customer Properties are not considered Affiliates under this Agreement.
• “Aggregated Statistics” is defined in Section 9.3 (Aggregated Statistics).
• “Agreement” is defined in Section 1.1 (Structure).
• “Amadeus Competitor” means any entity or organization that markets or provides travel related services.
• “Amadeus Intellectual Property” means all right, title and interest in the Services, Documentation, Amadeus deliverables and developments, System Data, Feedback and any of Amadeus’ Confidential Information or other Amadeus materials furnished or made available to any Customer Licensee 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.
• “Amadeus Personnel” means an employee (whether they are bound by a fixed-term or indefinite-term employment agreement), officer, temporary worker, trainee or volunteer directly employed by of Amadeus to perform the Services on Amadeus’ behalf and under its sole authority.
• “Amadeus Policies” or “Policies” means those policies that are applicable to the Services under an applicable Service Order, as such policies are updated by Amadeus from time to time, as further described in Section 2.5 (Policies).
• “Amadeus Security Incident” is defined in Section 10.1 (Amadeus Indemnity).
• “Anti-Bribery Law” means any anti-bribery, fraud or other similar anti-corruption Law of any relevant country, including the United States Foreign Corrupt Practices Act 1977 and the United Kingdom Bribery Act 2010.
• “Application Programming Interface” or “API” means any connection between computer systems, including between Customer’s systems and Subscription Services, or third-party connections between Customer’s systems and/or Subscription Services.
• “Average Annual Amounts” means the amount calculated by dividing the amounts paid by Customer to Amadeus as of the date the applicable claim first accrued by the total number of elapsed months of the term of the Service Order (up to its termination or expiration), and multiplying such amount by twelve to create an annualized figure.
• “Business Intelligence Data” means data stored, posted, displayed, or otherwise made available, through a Subscription Service for business intelligence services (for example, RevenueStrategy360™, Agency360®, Demand360®).
• “Change in Tax Law” means any new (or change in the application of any) Tax law, enactment, order, regulation, directive or other similar instrument.
• “Case Study” is defined in Section 13.8 (Publicity).
• “Change Order’’ is defined in the Policies.
• “Charges” is defined in Section 5.1 (Charges).
• “Confidential Information” is defined in Section 8.1 (Confidential Information).
• “Control” means at least fifty-one (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.
• “Customer” means the party listed in the Service Order as “Customer” or “Customer Legal Entity”.
• “Customer Content” means Customer’s trademarks, tradenames, logos, images, Customer Data and content provided by or on behalf of Customer in connection with the Services but does not include Feedback.
• “Customer Data” means data (whether or not constituting Personal Data) submitted by or on behalf of a Customer Licensee or User into a Subscription Service, and all processed outputs of such data by a Subscription Service, expressly excluding System Data, Business Intelligence Data and Media Data.
• “Customer Laws” means Laws applicable to Customer Licensees’ (and their Employees’) access to and use of the Services and their obligations under the Agreement, including Laws applicable to operators/providers/franchisors/franchisees of lodging accommodations.  Customer Laws include but are not limited to legally binding requirements that Customer Licensees: (a) meet disclosure and reporting requirements regarding taxes, fees, services charges and rate rules; (b) meet data controller requirements, including as to storage and processing of guest personal data in a particular jurisdiction; and (c) comply with accessibility requirements (e.g., Americans with Disabilities Act).
• “Customer Licensee” means Customer and, unless otherwise expressly specified in Service Order, any Customer Property listed in the applicable Service Order.
• “Customer Property” means each property (for example, hotel, extended stay facility, etc.) that is: (i) owned and managed by Customer or an Affiliate of Customer; (ii) owned by Customer or an Affiliate of Customer but managed by a third party, (iii) owned by a third party, is a franchisee of Customer or an Affiliate of Customer and is managed by Customer, or (iv) owned by a third party who is a franchisee of Customer or an Affiliate of Customer and managed by a third party . A list of “Customer Properties” for each Service will be set forth in the applicable Service Order.
• “Customer Property Manager” means any third-party property manager of a Customer Property.  Each Customer Property Manager must be specified in an applicable Service Order with respect each Customer Property that it manages.
• “Customer Security Incident” is defined in Section 10.2 (Customer Indemnity).
• “Customer System” means any Customer Licensee’s networks, internal website(s), servers and other equipment and software used in the conduct of a Customer Licensee’s business, including all of a Customer Licensee’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 any Customer Licensee).
• “Data Processing Addendum” means the data processing addendum applicable to Customer, which is listed in Exhibit B to the Service Order.
• “Disclosing Party” is defined in Section 8.1 (Confidential Information).
• “Dispute” is defined in Section 13.5 (Dispute Resolution).
• “Documentation” means, for each Subscription Service, specifications, user guides and help files made available by Amadeus for use with such Subscription Service, as may be updated from time to time by Amadeus.
• “Effective Date” means the date as of which this MSSA becomes effective, which shall be the effective date of the first mutually executed Service Order between the Parties.
• “Employee” means an employee (whether they are bound by a fixed-term or indefinite-term employment agreement), officer or temporary worker directly employed by a Customer Licensee.
• “Feedback” means all evaluations, ideas, feedback and suggestions made by or on behalf of Customer to Amadeus in connection with this Agreement and all Intellectual Property Rights therein.
• “ICC” is defined in Section 13.5 (Dispute Resolution).
• “Income Tax” refers any tax based upon, measured by, or calculated with respect to net income or profits or net receipts (including, but not limited to, any capital gains, minimum Tax or any Tax on items of Tax preference, but not including sales, use, real or personal property, or transfer or similar Taxes).
• “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.
• “Laws” 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.
• “Liability Cap” is defined in Section 11.2 (Limitation of Liability).
• “Media Data” means the data in Amadeus’ media accounts with third parties.
• “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.
• “MSSA Term” is defined in Section 12.1 (Term).
• “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 Data” is defined in the Data Processing Addendum.
• “Professional Services” means implementation, configuration, development work, training or consulting services that Amadeus may perform as described in a Change Order or Service Order executed by the parties.
• “Provider Laws” means Laws directly applicable to Amadeus’ performance of the Services and their obligations under the Agreement as generally provided to all customers of the applicable Subscription Service(s), but excluding any Third Party Offerings or Customer-specific requirements. Provider Laws exclude Customer Laws.
• “Receiving Party” is defined in Section 8.1 (Confidential Information).
• “Services” means, collectively, the Subscription Services and the Professional Services.
• “Service Order” means an ordering document for one or more Service that is executed hereunder by the Parties under this Agreement, and including without limitation amendments, modifications, Change Orders, supplements and addenda thereto.
• “Service Order Term” means the term of an applicable Service Order, as specified therein.
• “Subscription Services” means those activities to be performed by Amadeus to operate, maintain and support the applicable Amadeus product, as set forth in the applicable Service Order and the applicable Amadeus Policies.
• “Subscription Term” means the subscription period for Customer Licensees’ use of a Subscription Service set forth in a Service Order , as may be renewed. If a Subscription Term is not expressly identified for a Service Order, then it will be deemed to be the same term as the Service Order Term.
• “System Data” is defined in Section 9.4 (System Data).
• “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 Claim” is defined in Section 10.1(a) (General).
• “Third Party Offerings” means certain technology, software or services delivered, developed, processed or performed by third parties that interoperate with a Subscription Service, licensed or purchased independently by or on behalf of a Customer Licensee (including on a pass-through basis). For clarity, Third Party Offerings do not constitute Services under this Agreement.
• “User” means any individual person who is granted access to a Subscription Service through an account by, or at instruction of, any Customer Licensee using approved and validated credentials pursuant to Section 6.3 (Credentials) of the Agreement.
• “Withholding Tax” refers to any deduction, duty or fee levied at source of income by the party making a payment (payer) from the income due to the recipient/service provider (payee), being the amount withheld delivered directly to the competent payer government.

 

Last updated: 4 June 2025