Data License Agreement

DATA LICENSE AGREEMENT

1. Structure. 

The terms of this Data License Agreement (“Data License Agreement”) govern each Service Order, including its exhibits, appendices and attachments. The Service Order (including its exhibits, appendices and attachments) and the Data License Agreement are collectively referred to as the “Agreement”. To the extent of any inconsistency between the Data License Agreement and any Service Order, the Service Order will control. Capitalized terms used in this Data License Agreement have the meaning set forth in Section 13 (Definitions) hereto.

2. License

2.1Amadeus hereby grants Customer the non-exclusive, revocable right and license to use the Data (as defined below), during the Term, subject to Customer’s compliance hereunder, solely for Customer’s internal purposes. Without limiting the generality of the foregoing, unless otherwise set out in the Data Sharing Guidelines in Exhibit C to the Service Order, with respect to the sharing of Data, Customer may not (i) sell, resell, distribute, publish, disclose, make available or otherwise transfer Data to any third party, including but not limited to Customer’s Affiliates; (ii) rearrange or reverse engineer the Data; (iii) incorporate the Data directly into any product or service offered to third parties; or (iv) use the Data in a service bureau or similar service; or (v) input, upload, transmit, or otherwise make available any Data or any other Confidential Information provided under this Agreement to any publicly accessible artificial intelligence tools, large language models, or similar machine learning systems, without the prior written consent of Amadeus.

2.2 Customer will notify Amadeus prior to integrating or interfacing any software or technology with any systems in which Amadeus provides the Services, or prior to performing any other operation that may impact Data or Customer’s access to Data and will obtain Amadeus’ input and consent thereto as necessary. Customer shall promptly revoke the credentials of any user who accesses or uses the Data in violation of this Agreement. Customer will be solely responsible for any damages resulting from use of any user credentials.

2.3Amadeus may suspend access to Data or take other corrective measures without liability if Customer’s access, in Amadeus’ discretion, causes a degradation to any applicable system through which Amadeus provides the Services, poses security risks or interference with use of such system by other users or customers, or if Customer uses robotic software or causes a condition which may place Amadeus or its affiliates in potential or actual breach of its agreements with other parties, or if Customer is in breach of this Agreement. Amadeus may modify any or all components or the format of the Data, provided that Amadeus will provide thirty (30) days prior written notice if the modification is materially detrimental to Customer. Notwithstanding the foregoing, Amadeus shall be permitted to provide less, but prompt, notice where such modifications are required as a result of changes in law, its contractual arrangements with third-party service providers, or data security risks.

2.4Customer shall use the Services and Data in a reasonable manner consistent with the intended purpose of the Services and this Agreement. Customer shall not use any automated means, excessive queries, scraping tools, bots, scripts, or other processes that generate request volumes exceeding reasonable usage levels or that adversely affect the performance, availability, stability, or security of the Services.

2.5If Amadeus reasonably determines that Customer’s use of the Services is excessive, abusive, inconsistent with the rights granted under this Agreement, or negatively impacts the Services, underlying systems, or other customers, Amadeus may require Customer to modify its usage practices. If Customer fails to do so within a reasonable period following notice, or where immediate action is reasonably necessary to protect the Services, systems, data, or other customers, Amadeus may suspend or limit Customer’s access to the Services, in whole or in part, until the issue has been resolved, without liability to Customer.

3. Customer Obligations AND ENDORSEMENT

3.1Customer agrees to perform its obligations under this Agreement and use the Data (i) solely in accordance with the terms and conditions of this Agreement and Amadeus’ competitive set and other data use policies, and (ii) in compliance with all applicable laws and regulations, including but not limited to privacy, antitrust and competition laws and regulations, securities laws and regulations, and applicable anti-bribery and corruption laws. Customer shall keep Amadeus promptly informed of any investigation or enforcement action by a regulatory authority with respect to “Corrupt Practice” meaning (without limitation) offering, giving, receiving or soliciting, directly or indirectly, anything of value to influence improperly the actions of another party; bribery (including facilitation or grease payments), extortion or solicitation, trading in influence, fraud, abuse of power, cartels, embezzlement and money laundering or a violation of law and shall provide all details thereof as reasonably requested by Amadeus.

3.2 Customer hereby grants Amadeus the irrevocable, non-exclusive, worldwide, sub-licensable right to: use Customer’s name, brands, logos, any provided testimonials, and any non-detrimental publicly available information about Customer (collectively and individually “Customer Information”) for the purpose of creating endorsement and public relations materials, including but not limited to case studies and similar materials.

3.3Each 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. Customer also agrees to participate in at least one case study in written and video format within the first year of Customer’s use of such Service (“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.

4. Fees AND TAXES

4.1Customer agrees to pay all fees as set forth in Exhibit A of the applicable Service Order by direct bank transfer to the bank account specified by Amadeus, within thirty (30) days of receipt of each invoice from Amadeus. Customer will pay for all wire transfer fees and bank charges in connection with this Agreement. After thirty (30) days, outstanding invoices will bear interest at a rate of the lesser of 1.5% per month or the maximum permitted by law and any collection fees related to late payments. Any failure to make timely payment of any sum due under this Agreement shall constitute a material breach of the Agreement. Amadeus may increase the fees during the Term beginning on the first anniversary of the Effective Date; provided, that, any such increase does not occur more than once during any twelve-month period.

4.2 Charges are exclusive of Taxes. 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 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. Customer is responsible for any additional costs from a Change in Tax Law. Customer’s obligation under this Section will survive the termination or expiration of this Agreement.

5. Confidentiality

5.1Each Party agrees that all information disclosed by either Party, whether or not disclosed orally, in writing or electronically and whether or not marked “Confidential”, will be considered and referred to collectively in this Agreement as “Confidential Information” and subject to the protections of this Agreement. Confidential Information includes the Data. Confidential Information does not include information that:

(a)either Party can demonstrate, through its written records, to have had rightfully in its possession prior to disclosure to the receiving Party;

(b)is independently developed by either Party without the use of any Confidential Information as substantiated by its written records;

(c)either Party rightfully obtains from a third party who has the right to transfer or disclose it without violating this Agreement or;

(d)is now or subsequently becomes generally available to the public through no wrongful act or omission of the recipient or any party acting on its behalf.

5.2 The Parties may not disclose, publish, or otherwise disseminate Confidential Information to anyone other than those of its employees with a need to know or to trusted subcontractors or advisors with a need to know and who have a duty or obligation to maintain the confidentiality of Confidential Information and may not use Confidential Information except as necessary to perform its obligations under this Agreement. Each Party must take precautions to prevent any unauthorized use, disclosure, publication, or dissemination of Confidential Information. The Parties accept the Confidential Information for the sole purposes described in this Agreement. Except with respect to the Data as licensed under Section 1 above, each Party may not use Confidential Information without the prior written approval of an authorized representative of the disclosing Party in each instance. Upon termination of this Agreement, the receiving Party must either return the Confidential Information to the other or permanently destroy/ delete the Confidential Information and certify in writing that such Information has been destroyed/ deleted. Notwithstanding the foregoing, upon receipt of a legal demand for the production of Confidential Information subject to this Agreement, the Party receiving that demand will give prompt notice to the other Party and provide the other Party with an opportunity to object before producing the Confidential Information and shall disclose only the minimum portion of Confidential Information required to ensure compliance with such legal demand. The obligations of confidentiality under this Agreement survive termination or expiration of this Agreement. This Agreement is Confidential Information and all information related to this Agreement is Confidential Information, including but not limited to the provision of Data and the business arrangement between the Parties hereunder. Notwithstanding the foregoing, Customer hereby authorizes Amadeus to publicly disclose that Customer is a customer of Amadeus (e.g., in customer lists, commercial proposals, sales presentations, conferences, press releases, etc.) together with high-level details of the services provided to Customer, and to use Customer’s brands and logos in connection with such disclosures. Notwithstanding the Term of this Agreement, the Parties agree that trade secrets, including the Data, are prohibited from being disclosed in perpetuity.

6. Term and Termination

6.1Subject to the termination and renewal provisions below, this Agreement begins on the Effective Date and continues for twelve (12) months after the Term Start Date (“Initial Term”). After the Initial Term, this Agreement will automatically renew for successive one-year periods (each a “Renewal Term” and, together with the Initial Term, the “Term”) unless one Party provides notice of non-renewal to the other Party no later than ninety (90) days’ prior to the end of the then current Term. Any delivery of the Data after the Term Start Date will not affect the duration of the Term. In this case, Amadeus will charge Customer on a pro-rata basis for the first year of the Term, meaning the Customer will be charged proportionally for the time the Data was available to them.

6.2This Agreement may be terminated by either Party upon written notice: (i) if the other Party commits a material breach of any term of this Agreement and, if such breach is remediable, fails to remedy that breach within thirty (30) days of being notified in writing to do so; or (ii) upon receipt of written notice, if either Party becomes subject to insolvency proceedings or similar proceedings, subject to applicable insolvency laws.

6.3In addition, Amadeus may terminate this Agreement: (a) upon thirty (30) days’ prior written notice to Customer for convenience; or (b) upon seven (7) days’ written notice if Amadeus is no longer able to provide the Data or Services contemplated under this Agreement. In such event, Amadeus shall provide Customer with a pro rata refund or credit for any prepaid fees attributable to the unused portion of the applicable Service. Amadeus may modify any component of the Data or Services upon thirty (30) days’ prior written notice to Customer; provided, however, that Amadeus may provide shorter notice where required due to changes in law, third-party data provider requirements, security concerns, or other circumstances beyond its reasonable control.

6.4Termination of this Agreement will not prejudice or affect any accrued rights of action or remedy of either Party. Any provision of this Agreement which contemplates performance or observance subsequent to any termination or expiry of this Agreement (including Sections 3 (Customer Obligations and Endorsement), 4 (Fees and Taxes), 5 (Confidentiality), 7(Representations and Warranties), 8 (Indemnification), 9 (Limitation of Liability), 8 (Intellectual Property Rights), 11 (Data Protection) and 12 (Miscellaneous) shall survive any termination or expiry of this Agreement. Upon termination or expiry of this Agreement for whatever reason, each Party shall pay any amounts owed to the other Party in accordance with the terms of this Agreement.

7. Representations and Warranties

7.1Amadeus hereby represents and warrants that, the Data does not infringe any patent, copyright, trademark or other intellectual property or constitute the misappropriation of a trade secret of any third party.

7.2Each Party represents and warrants that (i) it has the legal power and authority to enter into this Agreement and to perform all of its obligations hereunder, including the grant of rights set out in this Agreement; and (ii) in the performance of the Agreement, each Party and such Party’s shareholders, directors, officers, and employees, and such Party’s agents and representatives, will comply strictly with all applicable privacy, anti-bribery and anti-corruption laws.

8. Indemnification

Customer will, at its sole cost and expense, indemnify, defend and hold harmless Amadeus, its Affiliates and their respective officers, directors, employees, agents, attorneys, and contractors (collectively, the “Amadeus Parties”) from and against any and all liabilities, obligations, damages, penalties, claims, actions, liens, costs, charges, losses and expenses (including, without limitation, reasonable fees and expenses of attorneys, expert witnesses and consultants) that are payable to third parties which may be imposed upon, incurred or be asserted against Amadeus parties or subcontractors by reason of any allegation that Customer breaches Sections 2 (License), 3 (Customer Obligations and Endorsement), 5 (Confidentiality), or 10 (Intellectual Property) (collectively, “Claims”). Amadeus will allow Customer the sole control of the defense and settlement of any claim, provide prompt notice to Customer of the claim, and reasonably cooperate in the defense of any Claim at Customer’s expense. Notwithstanding the foregoing, Customer shall not enter into any settlement that adversely impacts Amadeus absent Amadeus’ prior written consent.

9. Limitation of Liability

9.1NEITHER PARTY IS LIABLE TO THE OTHER PARTY AND/OR ITS REPRESENTATIVES UNDER ANY THEORY OF LIABILITY OR ANY FORM OF ACTION FOR ANY LOST DATA, INACCURATE DATA, UNTIMELY DATA, INDIRECT DAMAGES, LOST REVENUES, LOST PROFITS, INCIDENTAL DAMAGES, PUNITIVE DAMAGES OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT, AND, EXCEPT FOR CUSTOMER’S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT OR A BREACH OF SECTION 3 (CUSTOMER OBLIGATIONS AND ENDORSEMENT) OR SECTION 8 (INDEMNIFICATION), A PARTY’S MAXIMUM LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT IS LIMITED TO THE AMOUNTS PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE DATE A PARTY FIRST RECEIVED NOTICE OF THE CLAIM GIVING RISE TO THAT LIABILITY.

9.2CUSTOMER’S SOLE REMEDY FOR BREACH OF THE WARRANTY SET FORTH IN SECTION 7.1 (REPRESENTATIONS AND WARRANTIES) SHALL BE, AT AMADEUS’ OPTION A REPLACEMENT OF THE INFRINGING SERVICES OR A REASONABLE PRORATED REFUND OF THE UNUSED PORTION OF THE FEES PAID TO AMADEUS FOR SUCH INFRINGING SERVICES.

9.3THE DATA IS PROVIDED “AS IS,” AS AVAILABLE AND WITH ALL FAULTS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, AMADEUS SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS, COVENANTS, CONDITIONS OR WARRANTIES, INCLUDING THOSE RELATED TO THE DATA INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AVAILABILITY, OR ERROR OR BUG-FREE OR UNINTERRUPTED OPERATION.

10. Intellectual Property Rights

10.1 Notwithstanding anything contained herein to the contrary, Customer agrees and acknowledges that any and all materials, documentation, databases, know-how used or developed by or on behalf of Amadeus in the provision of the Data or in fulfilment of this Agreement shall constitute Amadeus’ intellectual property. To this end, Customer will: (i) notify Amadeus of any intellectual property breach that it discovers related to the Data; (ii) not contest Amadeus’ intellectual property rights to the Data; and (iii) execute any documentation provided by Amadeus to evidence or protect such intellectual property rights.

10.2Except as expressly specified in this Section, nothing in this Agreement shall be deemed to grant to one Party, by implication, estoppel or otherwise, license rights, ownership rights or any other rights in intellectual property or Confidential Information of the other Party or its affiliates. Each Party agrees to reproduce any copyright or other legends (e.g., confidentiality, trademark, registered mark, etc.) that appear on any materials provided by the other Party, irrespective of ultimate ownership of the underlying intellectual property rights.

11. DATA PROTECTION

The Personal Data derived from the management of this Agreement including, but not limited to, contacts and signatories, and any other Personal Data deriving from the Agreement between the Parties will be processed by each Party in order to comply with the purpose of the Agreement, and its processing is legitimated by the existence of such relationship. Personal Data will not be transferred to third parties except in cases where there is a legal obligation to do so, and will be kept for as long as the relationship is maintained or for as long as necessary in order to comply with applicable Data Protection Legislation. The corresponding Data Subjects may exercise, where applicable, their right of access, the right to rectification, the right to erasure, the right to restrict processing, the right to data portability, the right to object and the right not to be subject to a decision based solely on automated processing by contacting the other Party at the address indicated in this Agreement, as well as file a complaint with the appropriate Data Protection Authority. Additional information related to such data may be found in Amadeus’ Business Partners Privacy Notice available here: Amadeus’ Business Partners Privacy Notice.

12. Miscellaneous

12.1This Agreement does not constitute and will not be construed as constituting a partnership or joint venture between Amadeus and Customer.

12.2 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 Agreement; (ii) the laws of England and Wales where Amadeus Hospitality UK Limited is the Amadeus legal entity under this Agreement; (iii) the laws of the Kingdom of Spain, where Amadeus Hospitality Europe S.L. is the Amadeus legal entity under this Agreement; (iv) the laws of Singapore, where Amadeus Hospitality Asia Pacific Pte. Ltd. is the Amadeus legal entity under this Agreement; or (v) the laws of the People’s Republic of China where Amadeus Software Technology (Shanghai) Co. Ltd. is the legal entity under this Agreement, 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.

12.3Any dispute arising out of or in connection with this Agreement (“Dispute”) will be resolved pursuant to this Section 12.3 (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:

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

b.where Amadeus Hospitality UK Limited is the Amadeus legal entity under this Agreement, 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;

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

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

e.where Amadeus Software Technology (Shanghai) Co. Ltd. is the Amadeus legal entity under this Agreement, arbitration will be administered by the Singapore International Arbitration Centre under their Arbitration Rules and the place of arbitration will be Singapore.

12.4The 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.

12.5Amadeus may subcontract or outsource the provision of all or any part of the services to its affiliates and/or third parties, provided that Amadeus shall remain responsible for the obligations, services and functions performed by those affiliates and/or third parties to the same extent as if those obligations, services and functions were performed by Amadeus.

12.6Amadeus may disclose the Confidential Information of Customer and/or its Affiliates to its Affiliates and/or subcontractors. Amadeus shall comply with the provisions of Section 5 (Confidentiality) in relation to such disclosure.

12.7Customer may not assign or delegate this Agreement without the prior written consent of Amadeus. Amadeus may assign this Agreement to one or more of its Affiliates or upon a change of control. This Agreement binds the Parties and their respective permitted successors and assigns. Any attempt to assign or delegate this Agreement in violation of this Section is null and void.

12.8Except with respect to payment obligations, neither Party is liable for any failure to perform caused by factors beyond its reasonable control, including acts of God, acts of war, terrorism or civil unrest, fire, flood, earthquakes, tornados or other catastrophes or governmental orders, strikes or labour difficulties.

12.9This Agreement constitutes the complete and exclusive agreement between the Parties concerning its subject matter, including the provision of the Data, and supersedes all prior and contemporaneous proposals, term sheets, requests for proposal (RFPs), requests for information (RFIs) , questionnaires, security assessments, audit responses, representations, understandings, communications, and other agreements, whether oral or written, relating to its subject matter. Any terms contained in such documents are expressly rejected and shall not apply unless expressly incorporated into this Agreement in a written amendment signed by both Parties. In the event of any conflict between this Agreement and any such document, this Agreement shall prevail. Responses provided by Amadeus to any RFP, RFI, questionnaire, audit request, or similar inquiry are provided for informational purposes only and do not create any contractual obligation unless expressly set out in this Agreement.

12.10Any amendment to this Agreement must be in writing and executed by the Parties, except as herein provided. No term or condition of this Agreement is waived, and no breach is excused, unless such waiver or excuse is in writing and is executed by the Party against whom such waiver or excuse is claimed.

12.11A Party’s failure at any time to enforce any of the provisions of this Agreement, will not be construed to be a waiver of such provision or rights, nor to affect the validity of this Agreement. The exercise by a Party of any rights provided by this Agreement does not preclude or prejudice the exercise thereafter of the same or other rights under this Agreement.

12.12If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be, to that extent, deemed omitted and the remaining provisions will continue in full force and effect.

12.13Amadeus may give notice to Customer by means of a general notice through the Service interface with respect to communications sent to all users of the applicable 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.

12.14 Notwithstanding anything to the contrary set forth in the Agreement, the Parties agree that Electronic Signature technology shall be used to sign this Agreement. It shall meet the validity requirements of the Agreement and such Electronic Signature confirms the relevant Party’s consent to the use of Electronic Signatures in respect thereof and to the use by the Parties of the electronic signature provider used to effect such signature (if any). Such method of Electronic Signature shall be equally conclusive of a Party’s intention to be bound by this Agreement as if signed with the manuscript signature of such party. A signed copy of this Agreement delivered by e-mail or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

13. Definitions

13.1“Affiliate” means any entity that is controlled or under the common control of a Party. For purposes of this definition, “control” means at least 51% ownership in and the direct or indirect possession of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract or otherwise.

13.2“Data” means data provided by Amadeus as part of the Services and further described in the Service Order.

13.3“Data Protection Legislation” means all laws and regulations relating to the Processing of Personal Data and privacy, including the European Union’s Regulation (EU) 2016/679 and Directive 2002/58/EC, and all laws and regulations implementing or made under them and any amendment or re-enactment of them, as applicable to each Party.

13.4“Data Subject” means an identified or identifiable natural person.

13.5“Electronic Signature” means data in electronic form which is attached to or logically associated with a contract or other record and which is used by a Party with the intent to sign the record.

13.6“Income Tax” means 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).

13.7“Personal Data” means any information that relates to a Data Subject.

13.8“Processing” of Personal Data means the use, collection, storage, processing, modification, transfer, blocking or erasure of Personal Data.

13.9“Services” means the Data, reports, platform access, APIs, professional services, and other deliverables provided by Amadeus and described in the Service Order.

13.10“Tax” or “Taxes” means 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.

13.11“Withholding Tax” means 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: October 2026