Additional Terms and Conditions

These terms and conditions (“Terms and Conditions“) are part of and are incorporated by reference into the Agreement between the Subscriber and Travelport.

For the purposes of these Terms and Conditions:

“Agreement” means the “Travelport Subscriber Agreement”, “Subscriber Agreement”, “Customer Access Agreement”, “Subscriber Services Agreement” or similar agreement entered into between the Subscriber and the Travelport company identified in such Agreement for the purposes of granting Subscriber access to the Travelport System.

“Content Access Fee” means the content access fee(s) and charge(s) referred to as such in a Content Access Order Form.

“NDC Technology” means API technology utilizing IATA’s New Distribution Capability (NDC) standards or such successor standards as set out by IATA from time to time.

“Subscriber” means the Subscriber entity or individual identified as such in the Agreement.

“Travelport” means the Travelport company identified as such in the Agreement.

“Travelport System” means the Galileo System, Travelport System or Travelport GDS as such term is used and defined in the Agreement.

Capitalized terms used in the Agreement and not otherwise defined will have the meanings set forth in these Terms and Conditions. In the event of conflict between any provision of these Terms and Conditions and any provision of the Agreement, the provision of these Terms and Conditions will prevail in relation to the subject matter of the conflict.

Terms and Conditions – Airline Channel Content

A. Airline Channel Content

1. If Travelport agrees to provide Subscriber access to Airline Channel Content, Subscriber acknowledges and agrees that the following terms in this Section A (Airline Chanel Content) will also apply to Subscriber:

1.1. Subscriber represents and warrants that it has entered into Airline Channel Agreement(s) with the Airline Channel Participant(s) to access and book Airline Channel Content on such Airline Channel Participant(s).

1.2. Subscriber shall provide Travelport with as much advance notice as is reasonably possible of entry into a new airline channel agreement or termination or expiry of an existing Airline Channel Agreement. If Subscriber enters into a new Airline Channel Agreement, Subscriber shall comply with Travelport’s requirements relating to such new Airline Channel Content, including entering into such documentation as may be required by Travelport in its sole discretion, at least 15 days prior to new Airline Channel Content being made available to Subscriber on the Travelport System. New Airline Channel Content will first be made available to Subscriber on the first of a month.

1.3. Where applicable, an Airline Channel Participant will provide Travelport with a comprehensive list of Subscriber IATA numbers, name identifiers and PCCs (collectively “Identifiers”) and the ability to book Airline Channel Segments will be limited to those Identifiers. Subscriber will be responsible for ensuring that applicable Airline Channel Participants have a complete list of related Identifiers and the Identifiers only apply to the Airline Channel Territory.

1.4. Travelport may terminate a Subscriber’s ability to book Airline Channel Segments on any Airline Channel Participant(s) on written notice.

2. For the purpose of the Agreement:
“Airline Channel Agreement” means a written agreement between Subscriber and an Airline Channel Participant setting out, amongst other things, Subscriber’s access to Airline Channel Content and granting Subscriber the right to book Airline Channel Content.

“Airline Channel Content” means those fares and other content which Subscriber and each Airline Channel Participant have agreed between them in the relevant Airline Channel Agreement which may be booked via either ATPCO only or ATPCO and NDC Technology.

“Airline Channel Participant” means an airline Vendor with which Subscriber maintains a valid and in-force Airline Channel Agreement.

“Airline Channel Territory” means, in respect of each Airline Channel Participant, all Subscriber points of sale unless, in relation to any Airline Channel Participant, territories are referred to in the Agreement or Airline Channel Order Form, in which case it shall be limited to those specified countries for the applicable Airline Channel Participant(s).

“Airline Channel Segment” means a Segment booked on an Airline Channel Participant in the Airline Channel Territory.

Terms and Conditions – Content Access

A. Content Continuity Program Content Access

1. To the extent Subscriber participates in the Content Continuity Program with respect to Segments generated in the Travelport System, Subscriber will pay Travelport the relevant Content Access Fee set out in the Content Access Order Form for each Segment it generates on Vendors participating in the Content Continuity Program. Notwithstanding the foregoing, the Content Access Fee payable by Subscriber pursuant to this Clause will not exceed the Segment incentive payable to Subscriber for any Segment on such Vendor.

2. For the purpose of the Agreement:
“Content Continuity Program” means the program through which Travelport provides Subscriber content and protection against service fees of designated Participating Airlines including but not limited to the product formerly known as the Super Access Product. Travelport may modify the Content Continuity Program in its discretion at any time. The Content Continuity Program is only available in the United States.

“Participating Airlines” means the airlines that have opted to participate in the Content Continuity Program, which are Delta Air Lines (DL), United Airlines (UA), American Airlines (AA), Alaska Airlines (AS), JetBlue Airways (B6). Travelport may revise the list of Participating Airlines in its discretion at any time.

B. Southwest Content Access

1. To the extent Southwest Airlines (WN) expressly permits Subscriber access to its fares and other content through the Travelport System (as and in such Subscriber points of sale as notified to Travelport by Southwest Airlines), Subscriber will pay Travelport the relevant Content Access Fee set out in the Content Access Order Form for each Southwest Segment it generates in the Travelport System. Notwithstanding the foregoing, the Content Access Fee payable by Subscriber pursuant to this Clause will not exceed the Segment incentive payable to Subscriber for any Southwest Segment.

2. For the purpose of the Agreement:
“Southwest Segment” means an air Segment generated on Southwest Airlines (WN).

C. Air New Zealand Content Access

1. Travelport has secured a waiver of the Air New Zealand global distribution system surcharge for selected subscribers in Australia and New Zealand. To the extent Subscriber accesses the un-surcharged Air New Zealand content via the Travelport System, Subscriber will pay Travelport the relevant Content Access Fee set out in the Content Access Order Form for each Air New Zealand Segment it generates in the Travelport System.

2. For the purpose of the Agreement:
“Air New Zealand Segment” means an air Segment generated on Air New Zealand (NZ) for any Air New Zealand Designated Route.

“Air New Zealand Designated Route” mean an Air New Zealand flight which has both its origin and destination in New Zealand, or between New Zealand and any of: Australia; the Cook Islands; Fiji; Norfolk Island; Tonga; Western Samoa; Vanuatu; New Caledonia; Tahiti; Honolulu; or Denpasar.

D. Cuba Content Access

1. Where Subscriber elects to receive access to Cuba Content:

1.1. Travelport will grant Subscriber a limited, non-exclusive, non-transferable right to access and book Cuba Content via the PCCs and/or IATA codes identified by Subscriber to Travelport in writing from time to time.

1.2. Subscriber will comply with the Cuba Regulations and ensure it will not do or omit to do anything that may cause Travelport to violate the Cuba Regulations.

1.3. For each traveler for whom Cuba Content is booked by Subscriber, Subscriber will: (i) ensure each such traveler is an authorized traveler under the Cuba Regulations; and (ii) obtain a Cuba Certification from each such traveler in the form required by the Cuba Regulations, which may be obtained via an online process. Subscriber will retain records of each Cuba Certification for a period of not less than 5 years from the date of booking the applicable Cuba Content or the date of travel, whichever is later.

1.4. Within 5 days following Travelport’s written request, Subscriber will deliver Travelport documentation evidencing its compliance with these Cuba Content Access terms and the Cuba Regulations to Travelport’s reasonable satisfaction. Travelport may terminate Subscriber’s access to Cuba Content where Subscriber fails to provide the requested documentation under this Section D (Cuba Content Access) within 5 days of Travelport’s request.

2. For the purpose of the Agreement:
“Cuba Certification” means a certification of compliance with the Cuba Regulations, which will set forth the applicable traveler’s name and residential address and include a certification that the traveler is a citizen or permanent resident of the United States or otherwise subject to US jurisdiction and is traveling to Cuba pursuant to one of the categories of travel-related transactions authorized by the Cuba Regulations.

“Cuba Content” means products and services available through the Travelport System related to authorized travel to, from and within Cuba.

“Cuba Regulations” means the Cuban Assets Control Regulations, as more specifically set forth in 31 Code of Federal Regulations of the United States (CFR) Part 515, as amended or supplemented from time to time.

E. Optional Content Access

1. 1. Travelport may from time to time secure specific content from certain Vendor(s) (via NDC Technology or other form of connection) for selected subscribers which is subject to a Content Access Fee (“Optional Content”). To the extent Subscriber accesses Optional Content via the Travelport System, Subscriber will pay Travelport the applicable Content Access Fee. The applicable Content Access Fee and unit of measure in respect of Optional Content of each relevant Vendor (as identified using its two character IATA airline code) and/or by connection-type shall be set out in the Content Access Order Form. Travelport may amend the unit of measure used to calculate the Content Access Fee for any Optional Content with no less than 30 days’ notice.

Terms and Conditions – Products and Services

A. Travelport Hotel API – RESTful/JSON API microservices, Hotel Content Plus, or Hotel and Car Content

1. If Subscriber elects to use either the hotel capability accessible through Travelport RESTful/JSON API microservices, Hotel Content Plus, or Hotel and Car Content, Subscriber acknowledges and agrees that the following terms in this Section A (Travelport Hotel API – RESTful/JSON API microservices, Hotel Content Plus, or Hotel and Car Content) will also apply to Subscriber:

1.1. If Travelport requests Subscriber cease displaying any component of the Car and Hotel Products, Subscriber will comply with the request in the timeframe specified by Travelport.

1.2 Subscriber will not directly or indirectly: (i) download and/or host any images or source files acquired via the Image Link URL on its own platform or servers (except as otherwise permitted in this Section A (Travelport Hotel API – RESTful/JSON API microservices, Hotel Content Plus, or Hotel and Car Content)), or (ii) fail to refresh or update content and information provided by the Car and Hotel Products no less frequently than weekly via Travelport.

1.3. Subscriber will not use or allow any third party to use the Car and Hotel Products (or any information derived therefrom) to (i) transact, create, or process any bookings outside the Travelport System; (ii) develop or test software applications; (iii) develop, test, market, use, or permit any third party to use any technology, product or service, as determined by Travelport in its sole discretion; or (iv) service bookings made outside the Travelport System.

1.4. If Subscriber elects to subscribe to Image Link, Subscriber acknowledges that it will receive access to images from multiple sources, including Leonardo Content (as defined below) and images sourced by Travelport from other sources. Travelport will provide Subscriber a subscription to the Leonardo Content during the Term subject to the Leonardo Terms set forth in Clause 2 below; provided that Travelport may terminate Subscriber’s subscription if no longer made available to Travelport from Leonardo (as defined below in Clause 2) or if Leonardo increases the charges to Travelport for Leonardo Content.

1.5. Subscriber will display all images provided by Travelport associated with each hotel and use best efforts to display such images at the highest reasonable resolution.

2. In addition, by using the hotel capability accessible through Travelport RESTful/JSON API microservices, Hotel Content Plus, or Hotel and Car Content, Subscriber acknowledges and agrees to be bound by the following Leonardo Terms and will indemnify, defend and hold harmless Travelport and each Travelport group company, as well as its affiliates, and their respective officers, directors, employees, agents, successors, and assigns, from and against any claim, damages, expenses, or loss (including without limitation reasonable attorney fees) related to Subscriber’s access or use of the Image Link or failure to comply with the Leonardo Terms:

2.1. GENERAL. These terms and conditions in this Clause 2 (“Leonardo Terms”) are applicable to Subscriber’s utilization of Leonardo Content (as defined in this Clause 2) to be provided to Subscriber by Travelport pursuant to the Agreement. By and as a condition of utilizing any Leonardo Content, Subscriber agrees to these Leonardo Terms. Terms defined in these Leonardo Terms shall have the meaning ascribed to them for the purposes of these Leonardo Terms only. SUBSCRIBER’S FAILURE TO ABIDE BY THESE LEONARDO TERMS WILL RESULT IN VOIDANCE OF SUBSCRIBER’S INDEMNIFICATION ENTITLEMENT IN THE EVENT OF ANY ACTION BROUGHT AGAINST SUBSCRIBER IN CONNECTION WITH ITS USE OF LICENSED CONTENT (AS DEFINED IN THIS CLAUSE 2).

2.2. DEFINITIONS. As used in these Leonardo Terms, the following terms will have the following respective meanings:

(a) “Content Feed” means any feed of Hotel content provided by Travelport to Subscriber containing Leonardo Content (and/or URL links thereto).

(b) “Digital Brochure” means the Leonardo multi-media digital brochure that displays Leonardo Content relating and/or contextual to each Leonardo Hotel that subscribes to Leonardo’s Digital Brochure distribution service and is provided to Subscriber as part of a Content Feed.

(c) “Digital Brochure Link” means a URL link or JavaScript which when invoked or embedded in a webpage will display that Hotel’s Digital Brochure.

(d) “Hotel” means an individual hotel property.

(e) “Images” means, collectively, digital static images such as photos, logos, and static map or floor-plan images (including any accompanying textual information and metadata such as category, captions, and descriptions) depicting, relating or contextual to Hotels.

(f) “Intellectual Property” means all (i) patents, patent applications, patent disclosures, inventions (whether patentable or not) and improvements thereto, (ii) trademarks, service marks, logos, trade names, corporate names, Internet domain names, and registrations and applications for registration thereof, together with all goodwill associated therewith; (iii) copyrights and copyrightable works (including computer programs) and registrations and applications for registration thereof; (iv) computer software, data, and documentation; (v) trade secrets and confidential business information (including ideas, formulas, compositions, inventions (whether patentable or unpatentable and whether or not reduced to practice), know-how, production processes and techniques, research and development information, drawings, specifications, designs, plans, proposals, technical data, financial, marketing, and business data, pricing and cost information, business and marketing plans, and proprietary rights; (vi) waivable or assignable rights of publicity and waivable or assignable moral rights; and (vii) all other forms of intellectual property, such as data and databases.

(g) “Leonardo Content” means Images and Digital Brochures relating to Leonardo Hotels.

(h) “Leonardo Hotel” means a Hotel for which Leonardo provides Travelport with a feed of, and license to, Leonardo Content, which Travelport provides as part of a Content Feed and sub-licenses to Subscriber pursuant to these Leonardo Terms.

(i) “Leonardo” means Leonardo Worldwide Corporation, a Canadian company that, among other things, distributes and licenses Leonardo Content.

(j) “Licensed Content” means any Leonardo Content that is included as part of a Content Feed or otherwise provided by Travelport to Subscriber. For clarity, any Licensed Content that is removed by Travelport from a Content Feed, as contemplated in Clause 2.5(a)(iv) of these Leonardo Terms, will cease to be Licensed Content 20 days following such removal.

(k) “Sub-License” has the meaning ascribed thereto in Clause 2.4 of these Leonardo Terms.

(l) “Subscriber Channels” means Subscriber and any other online travel or travel related entity that is wholly owned by Subscriber and utilizes Licensed Content in accordance with these Leonardo Terms.

2.3. NOTICE OF USE OF LICENSED CONTENT TO LEONARDO.

(a) Subscriber must provide Leonardo’s insurance broker with a written email notice of its intent to use Licensed Content in accordance with these Leonardo Terms. The notice shall be sent to Leonardo’s insurance broker at Conor.Paterson@marsh.com, with a copy to Travelport at DMCA@travelport.com; and shall: (i) reference these Leonardo Terms; (ii) include the name of each Subscriber Channel which will utilize the Licensed Content; and (iii) provide the name and contact details for a Subscriber contact person.

(b) IF SUBSCRIBER FAILS TO PROVIDE SUCH NOTICE AND/OR FAILS TO NAME ANY SUBSCRIBER CHANNEL THEREIN, THEN LEONARDO SHALL NOT BE REQUIRED TO INDEMNIFY SUCH SUBSCRIBER OR SUBSCRIBER CHANNEL, AS APPLICABLE, PURSUANT TO CLAUSE 2.7 OF THESE LEONARDO TERMS AGAINST ANY CLAIM, DAMAGES, COSTS AND EXPENSES INCURRED BY SUCH SUBSCRIBER OR SUBSCRIBER CHANNEL AS A RESULT OF ANY SUIT OF A THIRD PARTY AGAINST SUCH SUBSCRIBER OR SUBSCRIBER CHANNEL ALLEGING ANY COPYRIGHT OR SIMILAR THIRD PARTY RIGHT INFRINGEMENT.

2.4. LEONARDO CONTENT SUB-LICENSE. Subject to the conditions set forth in Clause 2.5 of these Leonardo Terms, Travelport may provide to Subscriber, as part of a Content Feed, Licensed Content for use on the Subscriber Channels and, to the extent so provided, Travelport will grant Subscriber a non-exclusive, revocable, limited, royalty-free, fully paid-up, worldwide sub-license (the “Sub-License”) to use, publicly display, publicly perform, and otherwise feature, such Licensed Content on the Subscriber Channels.

2.5. SUB-LICENSE CONDITIONS.

(a) The Sub-License is subject to the following conditions:

(i) Licensed Content Hosting & Display. The Licensed Content will be hosted by Leonardo on its AWS cloud servers, and Subscriber Channels may only display the Licensed Content by linking to it. With the exception of thumbnail versions of Images and textual information and metadata, Subscriber Channels may not copy or download onto their own servers any of the Licensed Content.

(ii) Subscriber Channels Utilization of Leonardo Images. For any Hotel for which Travelport provides Subscriber with Image Licensed Content as part of the Content Feed, Subscriber Channels will either:
(A) display all such Images for such Hotel, other than duplicate Images of a smaller resolution; or
(B) display a subset of such Images; provided, however, if requested by Travelport, Subscriber will provide Travelport with an explanation of the methodology used by Subscriber Channels in selecting the Images displayed by such Subscriber Channels so that Leonardo may communicate the same to Leonardo Hotels.

(iii) Display of Digital Brochures. Where the Licensed Content for a Leonardo Hotel includes a Digital Brochure Link, Subscriber Channels may display such Hotel’s Digital Brochure as follows:
(A) By placing the Digital Brochure Link (which may be named “Hotel Digital Brochure”, “Visual Tour”, “Multimedia Tour” or similar) on the webpage in a reasonably visible position in proximity to where the Images for the applicable Hotel are displayed so an online user can click on it; and
(B) Displaying the Digital Brochure either directly within such Subscriber Channel’s web pages or as a pop-up or Lightbox page overlay.

(iv) Updating of Licensed Content. Subscriber and Subscriber Channels will update all Licensed Content (giving effect to any additions and/or deletions thereto) no less frequently than every 30 days.

(v) Licensed Content to Be Used in Conjunction with Travelport Hotel Inventory. Subscriber Channels may only use Licensed Content for a given Hotel in conjunction with the display of such Hotel’s inventory, rates and availability information provided by Travelport.

(vi) No Onward Distribution. Subscriber may not onward distribute the Licensed Content (or related URL links) to any website or channel that is not a Subscriber Channel.

(vii) Non-Competition. In any event, any Licensed Content may not be used in any manner that is directly competitive to Leonardo’s visual content distribution business or distributed to, or used for, or in the promotion of, any business which is, or any company or other entity whose business is, directly competitive to that of Leonardo.

(viii) No Other Rights to Licensed Content. Except for the Sub-License provided in Clause 2.4 of these Leonardo Terms, neither Travelport nor Leonardo will transfer or license to Subscriber or Subscriber Channels any right, title or interest in or to any Licensed Content, and nothing contained in these Leonardo Terms will be construed as conferring upon Subscriber or any Subscriber Channel, by implication, operation of law or otherwise, any other license or other right in or to such Licensed Content.

(b) If Subscriber and/or any Subscriber Channel fail to abide by the conditions of Clause 2.5(a) of these Leonardo Terms, Leonardo and/or Travelport shall have the right to require Subscriber and Subscriber Channels to delete and cease utilizing all Licensed Content.

2.6. DIGITAL MILLENNIUM COPYRIGHT ACT COMPLIANCE.

(a) Subscriber and any Subscriber Channel utilizing the Licensed Content are strongly advised to avail themselves of the copyright infringement safe harbor under the Digital Millennium Copyright Act (“DMCA”) by:
(i) Publishing an “Online Service Provider” copyright policy on its website(s) in accordance with the DMCA which will include a description of the manner in which a person or entity can submit a claim for copyright infringement to such Subscriber Channel;
(ii) Designating and registering with the U.S. Copyright Office an agent to receive notifications of claimed infringement in accordance with the DMCA; and
(iii) Complying with the requirements of the DMCA with respect to any claimed copyright infringements.

(b) IF SUBSCRIBER OR A SUBSCRIBER CHANNEL FAILS OR ELECTS NOT TO MEET THE REQUIREMENTS OF CLAUSE 2.6(a) OF THESE LEONARDO TERMS, LEONARDO SHALL NOT BE REQUIRED TO INDEMNIFY SUBSCRIBER OR SUCH SUBSCRIBER CHANNEL PURSUANT TO CLAUSE 2.7 OF THESE LEONARDO TERMS FOR ANY CLAIM, DAMAGES, COSTS AND EXPENSES INCURRED BY SUBSCRIBER OR SUBSCRIBER CHANNEL AS A RESULT OF ANY SUIT OF A THIRD PARTY AGAINST THEM ALLEGING ANY COPYRIGHT OR SIMILAR THIRD PARTY RIGHT INFRINGEMENT UNDER UNITED STATES LAW.

2.7. LEONARDO INDEMNITY. Leonardo will indemnify, hold harmless and defend Subscriber and Subscriber Channels and their respective officers, directors, employees and agents (the “Subscriber Indemnified Parties”) for, from, and against any and all claims, damages, liabilities, costs and expenses (including, without limitation, reasonable attorney’s fees) incurred by the Subscriber Indemnified Parties as a result of any suit of a third party against the Subscriber Indemnified Parties arising from any claim that any Licensed Content or the distribution and display thereof on the Subscriber Channels violates any third party right, including, without limitation, any copyright, property, or privacy right in such Licensed Content, provided, in each case, that Subscriber promptly notifies Leonardo in writing of any such claim and that Leonardo will have the right to control and defend or settle any such claim at Leonardo’s expense and with Leonardo’s choice of counsel. At Leonardo’s request, the Subscriber Indemnified Parties will cooperate with Leonardo, in defending or settling such claim and the Subscriber Indemnified Parties may join in defense with counsel of their choice at their own expense.

2.8. LEONARDO THIRD PARTY RIGHTS. BY UTILIZING ANY LEONARDO CONTENT SUBSCRIBER AGREES THAT LEONARDO SHALL BE A THIRD PARTY BENEFICIARY OF THESE LEONARDO TERMS AND, AS SUCH ENTITLED TO TAKE ANY STEPS TO ENFORCE SUCH LEONARDO TERMS IF BREACHED BY SUBSCRIBER AND/OR SUBSCRIBER CHANNELS.

2.9. GOVERNING LAW. Notwithstanding any provision in the Agreement stating otherwise, these Leonardo Terms shall be deemed to have been made in and shall be construed in accordance with the laws of the State of New York and the parties agree that any claims, disputes or questions arising out of or in relation to the Leonardo Terms may be submitted to the jurisdiction of the courts of the State of New York.

3. For the purpose of the Agreement:
“Car and Hotel Database” means the Travelport product granting Subscriber access to certain corollary information relative to car rental and hotel services distributed through the Travelport System as more specifically defined in the table below.

“Car and Hotel Products” means the Car and Hotel Database, the Image Link Annual Subscription, and all content, accesses, data, specifications, and associated products and services and information provided to Subscriber under the Agreement.

B. Cruise and Tour Product

1. If Subscriber elects to use the Cruise and Tour Product, Subscriber acknowledges and agrees that the following terms in this Section B (Cruise and Tour Product) will also apply to Subscriber:

1.1. Subscriber acknowledges that some of the services provided by Travelport in connection with the Cruise and Tour Product may be provided by Revelex, Travelport’s third party service provider(s). Subscriber grants Travelport and any of its third party service providers access to the location(s) and assigned pseudo city code designations for the purpose of creating and/or modifying passenger name records in the Travelport System.

1.2. Subscriber must promptly notify Travelport if Subscriber discovers or suspects any unauthorized use of Cruise and Tour Product, or if Subscriber knows or suspects that any TCT User ID or password has been lost or stolen or become known to any unauthorized person. If Travelport, in its sole and absolute discretion, considers a TCT User ID or password to be insecure or to have been used inappropriately, then Travelport may immediately cancel the TCT User ID or password and will provide written notice to Subscriber.

1.3. To the extent Subscriber provides access to Cruise and Tour Product to any TCT User, Subscriber is responsible for all acts and omissions of each TCT User in its access or use of Cruise and Tour Product.

1.4. Subscriber will use best efforts to (i) manage the usage of the Cruise and Tour Product Licenses and (ii) suspend any unneeded Cruise and Tour Product Licenses. If Subscriber is granted any discount for Cruise and Tour Product, Travelport will evaluate the productivity of each Cruise and Tour Product License and if (1) a Cruise and Tour Product License is not logged into for one calendar month and/or (2) a Cruise and Tour Product License is not used to make a Cruise and Tour Product Booking for two consecutive calendar months, Travelport may deactivate such Cruise and Tour Product License and may implement its automated suspension tool for deactivation. 1.5. Travelport, in its sole discretion at any time, may terminate, permit, or deny Subscriber’s or any TCT User’s access and use of Cruise and Tour Product.

2. In addition, Subscriber acknowledges and agrees that its and each TCT User’s use of Cruise and Tour Product is also subject to and conditional on the Revelex Terms of Use. Subscriber agrees that by accessing and/or using Cruise and Tour Product, or by providing Subscriber’s Cruise and Tour Product Licenses to any TCT User to access and/or use Cruise and Tour Product, Subscriber is considered a ‘user’ under, and bound by the terms and conditions of the Revelex Terms of Use. Subscriber will, and will ensure that each TCT User, complies with all Revelex Terms of Use:

2.1. License Grant. Subject to the payment of the applicable charges, and the other terms and conditions set forth in the Agreement and this Section B (Cruise and Tour Product), Travelport shall grant to Subscriber a limited, restricted, non-exclusive, non-transferable, revocable license to access Cruise and Tour Product which Revelex has authorized Travelport to resell (for the purposes of this Section B (Cruise and Tour Product), the “Licensed Services”), and certain related documentation (for the purposes of this Section B (Cruise and Tour Product), “Documentation”) solely for the use of Subscriber during the term of the Agreement.

2.2. Restrictions. Subscriber may not: (a) use the Licensed Services other than solely for Subscriber’s business purposes; (b) copy, reproduce, modify, translate, transmit, reverse engineer, disassemble or decompile or otherwise attempt to derive the source code of any Licensed Service; (c) license, sublicense, sell, resell, lease, loan, transfer, assign, distribute, rent or otherwise make available the Licensed Services to or for the benefit of any person other than Subscriber and TCT Users pursuant to the terms and conditions of this Section B (Cruise and Tour Product); (d) modify or create derivative works based upon any portion of the Licensed Service or Documentation; (e) remove, alter, obscure, destroy or attempt to circumvent any trademarks, notices, proprietary codes, means of identification, digital rights management information, or terms and conditions agreements on, in or in relation to the Licensed Services; or (f) use access to the Licensed Services for purposes of creating competing products and/or services.

2.3. Ownership. Title to the Licensed Services and Documentation remains with Travelport or Travelport’s respective licensors, as the case may be. The Licensed Services and Documentation constitute proprietary information and a trade secret of Travelport or its licensors, as applicable, whether or not any portion of the Licensed Services is or may be copyrighted or patented. One authorized user may use the Licensed Services for each license granted and copy the related Documentation for use by Subscriber in connection with the Licensed Services (for the purposes of this Section B (Cruise and Tour Product), an “Authorized User”), provided that all copies and partial copies of such Documentation shall include Travelport’s copyright notices or those of any applicable licensors or suppliers, as applicable. Except as expressly permitted in this Section B (Cruise and Tour Product) or required by law, the Subscriber may not (a) copy, reproduce, modify, alter, merge, supplement, adapt, translate, transmit, reverse engineer, reverse assemble, reverse compile, decompile, disassemble or otherwise attempt to derive the source code (or any of the underlying ideas, algorithms, models, processes, techniques, interfaces, design, architecture or know-how) of the Licensed Services, (b) distribute, publish, transfer, sublicense, sell, resell, lease, loan, transfer, assign, or otherwise make the Licensed Services or Documentation available to other persons or entities other than Authorized Users, (c) modify or create derivative works of any of the Licensed Services or Documentation, (d) remove, alter, obscure, destroy or attempt to circumvent any copyrights, trademarks notices, proprietary codes, means of identification, or digital rights management information with respect to the Licensed Services or Documentation; (e) use access to the Licensed Services for purposes of creating a competing service.

2.4. Right to Suspend Licensed Services. Travelport reserves the right, in its sole discretion, to decline provision of service to Subscriber and to immediately suspend, without notice, access to the Licensed Services of Subscriber and/or its users who (i) is in violation of the Agreement; (ii) poses a threat to the security or operation of the Licensed Services and/or the Revelex systems; (iii) posts or provides any sexually explicit or otherwise inappropriate content to the Licensed Services; or (iv) exposes Travelport or its third party service provider(s) to potential damages. In the event Travelport elects to suspend the Licensed Services pursuant to this Clause, Travelport shall use commercially reasonable efforts to provide notice to Subscriber in advance.

2.5. Term and Termination. Subscriber’s (and its TCT Users’) right to access and use Cruise and Tour Product shall not extend beyond the term of Travelport’s reseller agreement with its or its third party service provider(s). If either party materially defaults in its performance of this Section B (Cruise and Tour Product), and such default remains uncured more than thirty (30) calendar days after written notice of the default is received by the breaching party, the non-breaching party may terminate Subscriber’s (and its TCT Users’) right to access and use Cruise and Tour Product upon fifteen (15) calendar days’ prior written notice to the breaching party. Travelport may terminate Subscriber’s (and its TCT Users’) right to access and use Cruise and Tour Product for its own convenience upon sixty (60) days’ notice to Subscriber.

2.6. Compliance with Laws. Subscriber shall only use the Licensed Services and the Documentation in a manner that complies with all applicable laws, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights.

2.7. No Warranty. THE LICENSED SERVICES AND DOCUMENTATION ARE PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. TRAVELPORT AND ITS LICENSORS AND SUPPLIERS MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, AS TO THE CONTENT OF INFORMATION PASSING THROUGH THE LICENSED SERVICES AND THROUGH THE HOST COMPUTERS AND NETWORK HUBS OF TRAVELPORT’S RESPECTIVE LICENSORS AND AS TO ANY SERVICES PROVIDED TO SUBSCRIBER, OR ANY OTHER MATTER WHATSOEVER, AND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES REGARDING THE CONDITION OF THE LICENSED SERVICES, ITS MERCHANTABILITY, TITLE/NON-INFRINGEMENT, OR ITS FITNESS FOR ANY PARTICULAR PURPOSE. TRAVELPORT DOES NOT WARRANT THAT THE LICENSED SERVICES SHALL MEET ALL OF SUBSCRIBER’S BUSINESS REQUIREMENTS OR SHALL OPERATE IN A PARTICULAR COMPUTER ENVIRONMENT OR THAT THE OPERATION OF THE LICENSED SERVICES SHALL BE UNINTERRUPTED OR ERROR FREE.

2.8. Limitation of Liability. IN NO EVENT SHALL TRAVELPORT, OR ITS AGENTS, CONTRACTORS, LICENSORS, SUPPLIERS OR, TRAVLEPORT’S THIRD PARTY SERVICE PROVIDER(S) BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, LOST DATA, DELAYS, LOST PROFITS, LOSS OF REVENUE OR ANY OTHER ECONOMIC LOSS, COST OR EXPENSE ARISING FROM OR RELATED TO THE AGREEMENT, THIS SECTION B (CRUISE AND TOUR PRODUCT) AND/OR THE LICENSED SERVICES AND DOCUMENTATION, WHETHER ARISING OUT OF CONTRACT, WARRANTY, TORT, NEGLIGENCE OR OTHERWISE, EVEN IF TRAVELPORT OR THE SUBSCRIBER OR ITS AGENTS CONTRACTORS, LICENSORS OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANY OTHER CLAUSES IN THE AGREEMENT, IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF TRAVELPORT OR ITS AGENTS, CONTRACTORS, LICENSORS OR SUPPLIERS UNDER THIS SECTION B (CRUISE AND TOUR PRODUCT), WHETHER ARISING OUT OF BREACH OF CONTRACT, WARRANTY, TORT, NEGLIGENCE OR OTHERWISE, EXCEED THE PORTION OF THE REVENUES RECEIVED BY SUCH PERSON (WITHOUT DUPLICATION) UNDER THIS SECTION B (CRUISE AND TOUR PRODUCT) FOR THE DEFECTIVE LICENSED SERVICES IN THE MONTH PRECEDING THE DATE THE CAUSE OF ACTION ARISES.

2.9. Indemnification. Subscriber shall indemnify, defend and hold Travelport and its agents, contractors, licensors suppliers and Travelport’s third party service provider(s) and the officers, directors and employees and agents of each of the foregoing, harmless from any losses, damages, fines and expenses (including reasonable attorneys’ fees) arising out of or relating to Subscriber’s use of the Licensed Services.

3. For the purpose of the Agreement:
“Cruise and Tour Product” means the Travelport Cruise & Tour product, a customized, web-based shopping and booking system powered by the technology of Revelex.

“Cruise and Tour Product Booking” means a reservation using Cruise and Tour Product that is not subsequently cancelled and that is consumed by the traveler. Travelport will determine the number of Cruise and Tour Product Bookings based on Travelport’s books and records.

“Cruise and Tour Product License” means a license to access Cruise and Tour Product provided by Travelport pursuant to the Agreement.

“Revelex” means Revelex Corporation, a Florida corporation (with principal offices at 6405 Congress Avenue, Suite 120, Boca Raton, Florida 33487) focused on providing travel technology solutions.

“Revelex Terms of Use” means the terms and conditions set forth in Clause 2 of this Section B (Cruise and Tour Product) and the product and site terms of use applicable to Cruise and Tour Product incorporated into the Cruise and Tour Product website, which are incorporated into this Section B (Cruise and Tour Product). To the extent that the Revelex Terms of Use conflict with the terms of this Section B (Cruise and Tour Product), the Revelex Terms of Use will control.

“TCT User” means any employee or agent of Subscriber or any other person authorized by Subscriber to access and use Cruise and Tour Product for and on behalf of Subscriber.

“TCT User ID” means each unique user identification log-in together with the corresponding password assigned by Travelport to Subscriber to permit Subscriber’s TCT Users to access and use Cruise and Tour Product in accordance with the terms of the Agreement.