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These terms and conditions (“Terms”) are issued by Travelport, LP, a limited partnership organized under the laws of the State of Delaware, USA, with offices located at 300 Galleria Parkway, S.E., Atlanta, Georgia 30339, United States of America and Travelport International Operations Limited, registered in England & Wales (Company Registration No. 09726717) whose registered office is at Axis One, Axis Park, 10 Hurricane Way, Langley, Berkshire, SL3 8AG, United Kingdom (collectively, “Travelport”). These Terms are referenced in and expressly incorporated into the Travelport Data Insights Products and Services Order Form (“Order Form”) between Travelport and each customer who purchases Travelport’s data insights products and services (“Data Insights Products”).  In these Terms, each customer who purchases Data Insights Products is referred to as “Customer.”

1. Definitions.

For purposes of these Terms, the following words and terms will have the meanings set forth below.

Air Search Insights” means an analytics portal that provides statistics and performance metrics relative to air search request data generated by Travelport travel agencies.

Data Protection Laws” means all applicable laws, regulations, regulatory requirements, and codes of practice in connection with the use, processing and disclosure of Personal Data (as defined below).

Rich Content and Branding Insights” means an analytics portal that provides statistics and performance metrics relative to the performance of Customer’s Rich Content and Branding (as defined in Customer’s applicable airline distribution agreement with Travelport).

Selected Product(s)” means the Data Insights Product(s) purchased by Customer as set forth in the Order Form.

Selection Criteria” means the applicable restrictions set forth under the “Number of Users”, “Applicable Points of Sale,” “Applicable Destinations,” and “Other Applicable Restrictions” headings in the Products and Services table in the Order Form, which apply to Customer’s access to Travelport Destination Insights.

Term” means, collectively, the Initial Term and Renewal Term(s) set forth in the Order Form.

Travelport Destination Insights” means an analytics portal that provides statistics and performance metrics relative to air booking data that is generated by travel agencies.

User” means an employee or agent of Customer who can access and use the Selected Product(s) for his/her professional needs as identified to Travelport in writing.  Initial Users must be identified by Customer in writing within 14 days of the Effective Date and any changes to Users require at least 28 days’ prior written notice to Travelport.

2. Access Rights for Selected Product(s)

(A) Subject to the terms of the Order Form and these Terms, Travelport grants Customer a limited, revocable, non-exclusive, non-transferable right to access and use, and permits each User to access and use, the Selected Product(s) for the Selection Criteria (if applicable) solely for purposes of operating its own travel business.  Customer is responsible for all acts and omissions of each User in their use of or access to the Selected Product(s).  Any use of or access to the Selected Product(s) by Customer or its Users prior to the Effective Date is subject to the terms of the Order Form as if the use and/or access occurred on or after the Effective Date.

(B) Travelport (or its authorized third party licensor, if any) retains at all times all right, title and interest in and to the Selected Product(s) and any intellectual property rights in respect thereof.  Customer acknowledges that the information provided via the Selected Product(s) includes information of third-party suppliers and is provided by those third-party suppliers and not Travelport.  Travelport may, at its sole discretion, immediately suspend or limit access to specific content, data or other information provided to Customer under the Order Form.  In such case, Travelport has no liability for any loss, cost, claim, damage, expense or other harm suffered by Customer as a result of such suspension or limitation.

(C) Customer will: (i) prevent any unauthorized access to the Selected Product(s); (ii) only use and operate (and will ensure that its Users use and operate) the Selected Product(s) strict accordance with the terms of the Order Form (e.g., not for non-business uses, not for resale purposes or purposes of otherwise providing products or services to third parties, training non-Users in the use of the Selected Product(s) or other unauthorized uses designated by Travelport in writing); (iii) not undertake or allow any activity that has (or is likely to have) an adverse effect on the Selected Product(s) or the provision of the Selected Product(s) to other users; and (iv) not copy, reproduce, duplicate, modify, enhance, dissemble, reverse assemble, reverse compile or reverse engineer the Selected Product(s) (or any of its/their parts).  Travelport reserves the right to deny access to the Selected Product(s) at any time to any individual that fails to comply with the terms of the Order Form.

(D) Travelport may collect, process and use data accessible through the Selected Product(s). Customer agrees that such data may be used, processed and stored by Travelport and its third-party partners for purposes of providing access to and use of the Selected Product(s), and to conduct analysis or related services.

(E)  Travelport may enhance, modify or replace (collectively, “Update”) the Selected Product(s) (or any of its/their parts) at any time in its sole discretion.  If Customer uses an Update, its use will constitute its agreement to abide by any Travelport terms and conditions associated with such use.

3. Data Protection

The parties acknowledge that in order to perform the purpose and obligations set out in the Order Form, they must transfer Personal Data containing business contact details of Customer’s Users between them.  The parties, as a Data Controller, shall each comply with the relevant Data Protection Laws, including without limiting the generality of the foregoing, implementing appropriate technical and organizational measures to protect the Personal Data.  Where required, Customer shall obtain all necessary permissions from and inform each Data Subject accordingly to allow Travelport to process (including transfer) and use the Personal Data: (i) to the extent permitted under the Data Protection Laws; (ii) as set out in the Travelport privacy policy (https://www.travelport.com/privacy) and (iii) to the extent necessary to fulfil the obligations set out in this Order Form.  Customer shall provide notification to each Data Subject, in accordance with the Data Protection Laws, that it is a Data Controller and advise each Data Subject that it is the primary point of contact for any Data Subject requests.  As used in this Section, “Data Controller,” “Data Subject,” and “Personal Data” have the meanings set out in the European Union’s General Data Protection Regulation (Regulation (EU) 2016/679).

4. Confidentiality

(A)  The Selected Product(s) is/are the proprietary information and trade secret(s) of Travelport or its licensors.  Customer will not disclose any documentation, software, files, statistics, insights, data or other confidential or proprietary information concerning the Selected Product(s) without the prior written consent of Travelport to any third party other than Customer’s employees who have a need for such documentation or information.

(B)  Except upon the prior written consent of each party, the parties agree not to disclose any of the terms of the Order Form to any third party save as may be required by any governmental, judicial, or other regulatory body.

(C)  Customer agrees Travelport may disclose publicly that Customer is a customer of the Selected Product(s) and grants Travelport and its affiliates the right to use Customer’s name and logo in its or its affiliates’ marketing, sales, and public relations materials to identify Customer as a customer of the Selected Product(s).

5. Indemnification

Customer will indemnify and hold harmless Travelport from and against any and all third party losses, costs, damages, claims, demands, expenses and liabilities, including reasonable attorneys’ fees, costs and related expenses, arising directly or indirectly out of any breach of the Order Form by Customer; or any act, error or omission of Customer in connection with its use of or access to the Selected Product(s).

6. Limitation on Liability

The Selected Product(s) (and each of its/their parts) is/are provided “as is” without warranty or representation of any kind and may not be adequate for Customer’s specific needs or purposes.  To the fullest extent permitted by law, Travelport (i) excludes all warranties, terms, conditions, guarantees and representations, whether express or implied; and (ii) will have no liability to Customer or any third party under the Order Form (whether arising in contract, tort (including negligence), breach of statutory duty or otherwise) for indirect, incidental, special, consequential, punitive, exemplary, or other damages of any nature (including without limitation loss of use, revenue, profit, or data), even if advised of the possibility of such damages.

7. Charges

(A) Customer will pay Travelport all fees and taxes set forth in the Order Form, without setoff or counterclaim.  Recurring fees (if any) commence upon the Selected Product(s) being operational. Travelport will invoice Customer for all amounts payable in accordance with the applicable billing mode set forth in the Order Form in advance in U.S. dollars. All amounts payable hereunder (plus taxes and other governmental assessments applicable to the provision of the Selected Product(s) by Travelport) are due within 30 days after invoice date.  Customer will make payment in U.S. dollars, unless otherwise mutually agreed by the parties.  Where the parties agree payment of an invoice by Customer may be made in a currency other than U.S. dollars, the exchange rate used will be the prevailing rate issued by the U.K. Financial Times on the last business day of the preceding month immediately before the date of the invoice.  Any past due amounts will accrue interest at a rate not to exceed 2% per month compounded or the maximum rate permitted by law, whichever is less.  Travelport reserves the right to change any of the fees and charges set forth in the Order Form upon 30 days’ prior written notice to Customer.  Travelport may on 30 days’ prior written notice introduce new charges, and Travelport may change the method by which charges are calculated or assessed.

(B)  For clarity, all sums payable under this Order Form are exclusive of any sales, use or value added tax or other similar applicable taxes or duties. Where any amount of sales, use or value added tax or other similar tax has to be applied and paid, Travelport shall issue a valid tax invoice stating all of the mandatory requirements set by applicable tax law.

8. Termination for Material Breach; Suspension of Selected Product(s)

If Customer materially breaches any of its duties or obligations under the Order Form (including without limitation the failure to make any payment as provided under the Order Form), then Travelport may terminate the Order Form at any time thereafter, effective immediately upon written notice of termination to Customer, without prejudice to any other rights or remedies that Travelport may have.  Further, if Customer fails to make any payment as provided under the Order Form or otherwise breaches the terms of the Order Form, Travelport may, at its sole discretion and option, immediately suspend the use of the Selected Product(s) until Customer remedies the breach.

9. Effect of Termination

In the event of termination of this Order Form for any reason: (a) Customer’s right to access and use of the Selected Product(s) will automatically terminate; (b) the respective obligations of each party under this Order Form will automatically terminate (provided that any termination of this Order Form shall not affect any liabilities or rights accruing prior to the effective date of such termination, or that are of a continuing nature); (c) Travelport will disconnect Customer from the Selected Product(s); (d) Customer and any of its Users will immediately cease using and de-install the Selected Product(s); (e) all Users will immediately cease to have access to the Selected Product(s); and (f) all fees and other charges for and in respect of the Selected Product(s), whether already invoiced or invoiced upon notice of termination, will be immediately due to Travelport.

10. General

(A)  Governing Law; Jurisdiction. The Order Form and all disputes arising under or in connection with the Order Form will be governed by the laws of the State of Georgia without regard to its conflict of laws principles.  All actions brought to enforce or arising out of the Order Form will be brought in federal or state courts located within the State of Georgia, and the parties consent to personal jurisdiction and venue therein.

(B)  Relationship of Parties. The Order Form is a non-exclusive agreement and is not intended to and will not be construed to create an agency, partnership, or joint venture relationship between the parties.

(C)  Notices. Any notice permitted or required hereunder must be sent to: Travelport, LP, 300 Galleria Parkway, S.E., Atlanta, Georgia 30339, United States, ATTN:  Legal Department – Contract Notices.

(D)  Sale and Assignment. Customer may not assign or transfer the Order Form, or any part of the Order Form, whether by merger, asset sale, stock transfer, operation of law or otherwise, without the prior written consent of Travelport, which consent will not be unreasonably withheld.

(E)  Severability. If any material provision in the Order Form is or is about to be prohibited or declared invalid or unenforceable in any jurisdiction, Travelport may, at its option, terminate the Order Form, or amend, supersede, or delete the prohibited, unenforceable, impracticable or uneconomical provision or provisions, upon written notice to Customer.

(F)  No Waiver. No waiver of any provision or breach of the Order Form will constitute a waiver of any other provision or subsequent breach.

11. Entire Agreement

The Order Form, together with these Terms, constitutes the entire agreement and understanding of Travelport and Customer on the subject matter hereof, and, as of the Effective Date, supersedes all prior agreements, whether written or oral, between Travelport and Customer concerning such subject matter.

12. Modification of Terms

Travelport may amend these Terms from time to time, at its sole discretion.  Such changes will be made available through Travelport’s website at the location designated for these Terms, currently www.travelport.com/data-insights-terms-and-conditions.

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