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Digital Media Standard Terms and Conditions

The legal Terms and Conditions for our Digital Media customers

Digital Media Terms and Conditions

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.W., Atlanta, Georgia 30339, United States of America (“Travelport”). These Terms are referenced in and expressly incorporated into the Travelport Master Services Agreement (“Agreement”) between Travelport and each customer who purchases Travelport’s advertising products and advertising services (“Digital Media”) for Customer’s advertising in Travelport’s Travel Commerce Platform. In these Terms, each customer who purchases Digital Media is referred to as “Customer.”

1. TERM

A. The term of the Agreement is as specified by the start and end dates, or run dates, set forth in the Agreement (“Term”), unless earlier terminated as provided in these Terms.

B. Travelport may immediately terminate the Agreement if the other party materially breaches any provision of the Agreement or these Terms and fails to cure such breach within 15 days after written notice is received by the breaching party identifying the breach. Further, notwithstanding any other provision of these Terms, if Customer fails to make any payment as provided in the Agreement or these Terms, or otherwise breaches the Agreement, Travelport may, at its sole discretion and option, immediately suspend the use of the Digital Media until Customer remedies the breach.

2. LICENSE

Travelport grants Customer a limited, non-exclusive, revocable and non-transferable license to access and use the Digital Media (and any software related to the Digital Media) during the Term. Travelport owns all right, title and interest in and to the Digital Media or has sufficient rights in order to provide the Digital Media. During the Term, Customer grants Travelport, and providers used by Travelport to deliver the Digital Media, the right to use the Customer’s trademarks, names and other content or information to the extent necessary to provide the Digital Media. Further, Customer grants Travelport permission to use the Customer’s name(s) and/or brand name(s), image (logo) or likeness for identifying the Customer as a Travelport customer in public relations, marketing, or promotional materials. Any use of the Digital Media by Customer constitutes acceptance of these terms and conditions and/or any posted updates, modifications, or additions to these terms and conditions.

3. PAYMENTS AND DISCOUNTS.

A. Upon acceptance of any Agreement by Travelport, Customer agrees to pay (i) all charges associated with such Agreement; (ii) all taxes associated with Digital Media; (iii) all fees associated with implementation of the advertisement (“Ad Processing Fees”), fees associated with the creation of advertising materials (“Ad Creative Fees”), Annual Fees, Cancellation Fees, Rush Fees or other fees, if applicable, associated with Digital Media and in the currency stated in the Agreement. Payment shall be due within 30 days of the invoice date. All Customers outside the United States and Canada must remit payment via electronic bank transfer. Customer may only dispute an invoice prior to the invoice due date and waives any right to dispute an invoice after such period has expired.

B. Any payment not received by Travelport when due will accrue interest at the rate of 1.5% per month compounded or the highest amount permitted by law, whichever is less. In addition to late payment interest, Travelport may refer any unpaid balances to a third party for collection and reserves the right to charge an administration fee of up to 25% on balances not settled within 60 days in order to reimburse Travelport for any external collection or legal costs.

C. All payments shall be based upon Travelport’s records for the delivery of or display of Customer’s Digital Media and all other transactions giving rise to a payment obligation. Travelport makes no representations regarding usage statistics, impressions, or other statistical measurements other than those expressly set forth in the Agreement. Customer acknowledges that delivery statistics, measures and formulas provided by Travelport are the official and definitive measurements of Travelport's performance on any delivery obligations provided in the Agreement. No other measurements or usage statistics (including those of Customer or any third party) will be accepted by Travelport.

D. Where Customer is a member of the Airlines Clearing House, the IATA Clearing House, or any similar payment settlement system (collectively, “Payment Systems”), Customer may elect to settle Travelport’s invoicing to Customer through a Payment System. If Customer elects to settle the Travelport invoicing through a Payment System, then all Travelport invoicing will be paid by Customer in the currency that Customer has elected to use for clearing in the Payment System. If a Customer who is a member of a Payment System utilized by Travelport elects to make direct payments and fails to adhere to the payment provisions outlined in these Terms, Travelport reserves the right to submit all past due invoices to the applicable Payment System for settlement and insist that all future invoices are collected via the Payment System. Where Customer is not a member of any of the Payment Systems utilized by Travelport, invoices issued by Travelport will be sent to Customer for payment in accordance with these Terms, but only until such time as Customer becomes a member of one of the Payment Systems utilized by Travelport.

E. Should Travelport effect settlement of the invoice through the IATA Clearing House Simplified Interline Settlement process (“SIS”), then the Customer shall be solely responsible for identifying and selecting the form of invoice that Customer will receive from SIS. Customer shall ensure that the form of SIS invoice it identifies and selects is compliant in all respects with all applicable laws, rules and regulations. Customer agrees and acknowledges that Travelport will have no liability to Customer relating to the form of any SIS invoice and that Customer is solely and completely responsible for any claims, causes of action, costs or fees arising out of or relating to the form of any SIS invoice.

F. Upon the termination of the Agreement or any component of the Agreement, for any reason, all fees and other charges for the Digital Media, whether already invoiced or invoiced upon notice of termination, will be immediately due to Travelport. Travelport will remove advertising within 10 days’ of written notice to Travelport to cancel said Agreement, but will not provide any credit or other refund to Customer. Cancellations of Digital Media will be effective at the end of the notice period, or earlier at Travelport’s discretion, and all charges will be due and payable upon cancellation.

G. From time to time Travelport will offer discounts, incentive opportunities, or other pricing that varies from Travelport’s standard rates for Digital Media. These opportunities are limited and may be subject to additional terms not set forth in these Terms.

4. GENERAL TERMS APPLICABLE TO DIGITAL MEDIA

A. Each Agreement is subject to approval and acceptance by Travelport. Acceptance of the Agreement and these Terms will be made upon the earlier of (a) written (which, unless otherwise specified, for purposes of these Terms shall include paper, fax, or email communication) approval of the Agreement by Travelport; or (b) the start date of Digital Media.

B. Customer represents and warrants that, (i) all advertising information provided to Travelport is accurate and complete, (ii) the advertising information does not violate any law, rule or regulation or infringe in any manner any copyright, patent, trademark, trade secret or other rights of any third party, and (iii) any reference to Customer’s travel services in the Digital Media will correspond with the information currently in the Travelport Travel Commerce Platform (if applicable) for such travel services, including information relating to fares or rates.

C. Travelport, in its sole discretion, may disapprove or remove any Digital Media that it considers inaccurate, inappropriate, misleading, defamatory, fraudulent or otherwise illegal. Customer represents and warrants that any advertising material submitted to Travelport (1) is accurate; (2) is not defamatory, fraudulent, obscene, misleading or otherwise illegal; (3) when viewed by a visitor on the Systems will not cause said visitor’s computer to download any software, virus, worm, “back door,” Trojan Horse, or similar harmful code; and (4) any reference to Customer’s travel services in the Digital Media will correspond with the information currently in the Travelport Travel Commerce Platform (if applicable) for such travel services, including information relating to fares or rates.

D. All Digital Media from Customer must adhere to the following basic guidelines:

Travelport reserves the right to reject any Digital Media from Customer that does not meet the above specifications and/or is not deemed acceptable according to Travelport’s quality standards, as they may be made available by Travelport from time to time.

E. Travelport reserves the right at any time and without notice to Customer to inhibit Digital Media on the Systems if reasonably deemed necessary by Travelport. For example, Travelport may inhibit the Digital Media if Customer has breached any portion of the Agreement or these Terms or if the Digital Media is contrary to law in any jurisdiction where Travelport conducts business.

F. Travelport will make reasonable efforts to notify Customer promptly if Travelport is unable to deliver the advertising committed in the Agreement. In such event, and if the Digital Media has not already commenced, Travelport shall offer Customer alternative advertising and/or extension of the Term to enable delivery of advertising committed to, which shall be set forth in writing as a modification of the Agreement.

G. Travelport will make reasonable efforts to ensure that the Customer’s Digital Media is delivered as ordered. However, there may be instances where the Digital Media is over- or under-delivered (i.e. more or less Digital Media than provided in the Agreement is provided by Travelport), to the extent delivery is based on a number of impressions to be provided. Should a net under-delivery result in a credit due to Customer pursuant to any Agreement, and if the Customer has been pre-billed by Travelport, Travelport may provide a “make-good” credit of equal value to the impression shortfall, as determined in its sole discretion. Customer has 60 days from the date they are notified of the credit to accept the credit or Customer will forfeit the value of any under-delivery. Should a net over-delivery situation occur, no additional fees will be charged to Customer.

H. Travelport may modify the Digital Media, or its Travel Commerce Platform generally, at any time as long as such modifications do not materially adversely affect delivery of Digital Media pursuant to any Agreement. Further, Travelport may enhance the components and/or functionality of the Digital Media and charge a separate fee for such enhancement, provided that Travelport shall notify Customer in writing, of any charges that may be assessed for the enhancement. Customer’s use of the enhancement following written notice shall constitute its agreement to (i) pay Travelport any applicable charges; and (ii) follow Travelport’s written procedures related thereto.

I. Customer may not resell or otherwise allow any Digital Media purchased under the Agreement to be used by any third party or to promote any third party’s products or services without prior approval from Travelport.

J. For purchases of any Digital Media product, Travelport may charge a Rush Fee for Ad Information submitted to Travelport less than three business days prior to the product deadline or start date of the campaign (whichever is sooner).

K. Travelport reserves the right to adjust a campaign start date without customer approval, when a signed agreement has been submitted to Travelport less than 3 business days prior to start date. Any missed opportunities are subject to reschedule or Cancellation Fee, as applicable.

L. Customer hereby authorizes reasonable adjustments to be made to impression allocations and ad placement as necessary to optimize delivery during the course of a campaign.

M. The delivery of an impression under the Agreement occurs when Travelport sends the impression to an intended recipient. The delivery of an impression fulfills Travelport’s obligations regarding that impression. As with all other forms of advertising, Travelport is not obligated to see that the impression is finally received by the intended recipient. Only the measures and formulas used by Travelport to measure deliveries of impressions shall be used to measure performance by Travelport under this Agreement. No other measurements or usage statistics (including those of Customer or any third party) shall have any effect on this Agreement.

N. Upon request, Travelport may provide screenshots of advertisements and campaign performance reporting, however Travelport will not be held under any obligation to provide these items to substantiate payment of services by the Customer.

5. TERMS APPLICABLE TO TRAVELPORT FEATURED PROPERTY

The following additional terms apply to any purchase of Travelport Featured Property:

A. Notwithstanding any provision in these Terms stating otherwise, upon expiration of the Term of any Digital Media purchase including Travelport Featured Property, the Agreement will automatically renew for successive one-year periods thereafter (each a “Renewal Term”), unless either party provides written notice of non-renewal to the other party at least 90 days prior to the beginning of a Renewal Term. In any notice of non-renewal made by Customer, Customer shall include the Property Name, Property ID, Chain Code and Property Address and shall send the notice electronically to Travelport to: advertising.operations@travelport.com. If Customer has purchased other Digital Media products in addition to Travelport Featured Property, only the Travelport Featured Property component of the Agreement will be subject to automatic renewal pursuant to this Section.

B. Notwithstanding any provision in these Terms stating otherwise, unless otherwise agreed between Travelport and Customer, cancellations of any Agreement including Travelport Featured Property will be effective no earlier than the end of the Term, regardless of the date when the Agreement is cancelled.

C. Notwithstanding any provision in these Terms stating otherwise, Travelport shall invoice Customer for the applicable charges set forth in the Agreement associated with Travelport Featured Property, annually or quarterly, based on the billing option selected.

D. In the event of a change in ownership of the property that is the subject of a Travelport Featured Property advertising campaign, Customer shall inform Travelport of any required changes to the text of the Featured Property advertising information, including new Property Name and new Property ID. Featured Property services will continue for the remainder of the Initial Term, or any Renewal Term, notwithstanding any change in property ownership. Travelport will not provide any credit or other benefit to Customer in connection with Customer’s Digital Media in connection with a change in property ownership. Should the advertiser fail to inform Travelport of said changes before they occur and the result is a systematic suspension of advertising campaign, Travelport will not be responsible for any credit to the advertiser associated with any campaign outage.

E. Travelport may charge a fee for any revisions to the text of advertisement information input by Customer or provided to Travelport pertaining to Travelport Featured Property.

F. The fee for Travelport Featured Property may be increased by Travelport in its sole discretion at the beginning of a Renewal Term.

6. TERM APPLICABLE TO TRAVELPORT HEADLINES.

The following additional term applies to any purchase of Travelport Headlines:

If Customer does not meet the Net Expenditure Level indicated on the Agreement associated with the purchase of Travelport Headlines, if applicable, Travelport reserves the right to apply and invoice the Short Rate Calculation to the appropriate discount level corresponding with their actual spend, according to the terms of the Agreement. All discounts are subject to ad inventory availability in the target audience in which the ad runs. The Net Expenditure Level indicated on the Agreement is net of discount and net of any ad agency commission.

7. TERM APPLICABLE TO TRAVELPORT SIGN-ON MESSAGES

The following additional term applies to any purchase of Travelport Sign-On Messages:

Sign-On Message dates referred to on the Travelport Insertion Order are considered “preferred dates” that will be delivered upon based on inventory availability. If inventory of “preferred dates” is unavailable, Travelport will make efforts with advertiser approval to reschedule Sign-On Message dates.

8. TERM APPLICABLE TO TRAVELPORT SPONSORED FLIGHTS

The following additional term applies to any purchase of Travelport Sponsored Flights:

For purchases of Travelport Sponsored Flights, Customer shall be solely responsible for delivering to Travelport the appropriate advertising material, content, information, listing data and trademarks for use by Travelport hereunder no later than 10 business days before the scheduled start date of the advertising campaign. Travelport shall be relieved of its obligation to display or transmit such materials if Customer fails to deliver the materials by the start date. Customer is responsible for the selection and accuracy of the materials.

9. TERM APPLICABLE TO TRAVELPORT ELECTRONIC DIRECT MAIL

The following additional term applies to any purchase of Travelport Electronic Mail, including but not limited to, Travelport Partner Highlights and Travelport Hotel Highlights:

Travelport Electronic Direct Mail (“EDM”) is distributed by country in compliance with applicable regulations. Email distribution counts based on current opt-ins are subject to change without notice. EDM dates referred to in the Agreement are considered “preferred dates” that will be delivered upon based on inventory availability. If inventory of “preferred dates” is unavailable, Travelport will make efforts with advertiser approval to reschedule EDM dates

10. TERM APPLICABLE TO TRAVELPORT THOR ADVANTAGE

The following additional term applies to any purchase of Travelport Thor Advantage:

Customer shall be responsible to submit all necessary advertising pieces for a campaign by deadline. In the event Travelport does not receive all necessary elements, Travelport reserves the right to reschedule or charge a Cancellation Fee.

11. TERM APPLICABLE TO CREATIVE SERVICES AND GRAPHICAL ADVERTISING

The following additional term applies to any purchase of creative services from Travelport:

Advertising materials for any campaign requiring creative design services provided by Travelport must be received at least 10 business days prior to the campaign start date. All graphical design work approval must be finalized at least 3 business days prior to campaign start date or subject to an implementation rush fee, at Travelport discretion, or Travelport may consider said creative satisfactory and shall commence the Digital Media Campaign. Additional graphical design fees can be applied for work requiring extra time or attention. All Ad Processing Fees and Ad Creative Fees are not eligible to be waived or discounted.

12. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

A. WITH RESPECT TO ANY AND ALL SERVICES PROVIDED UNDER THE AGREEMENT, TRAVELPORT DOES NOT MAKE ANY, AND HEREBY DISCLAIMS ALL, WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ARISING OUT OF ANY COURSE OF DEALING, AND ANY WARRANTY OR GUARANTEE OF INCREASED SALES VOLUME BY CUSTOMER AS A RESULT OF THE PURCHASE OF DIGITAL MEDIA.

B. CUSTOMER HEREBY WAIVES AND RELEASES TRAVELPORT, AND ITS RESPECTIVE AFFILIATES, SUBSIDIARIES, SUCCESSORS, ASSIGNS, OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES, FROM ANY AND ALL OBLIGATIONS AND LIABILITIES AND ALL RIGHTS, CLAIMS AND REMEDIES OF CUSTOMER AGAINST ANY ONE OR MORE OF THEM, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE IN CONNECTION WITH THE SERVICES PROVIDED BY TRAVELPORT HEREUNDER, UNLESS CAUSED BY OR RESULTING FROM THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF TRAVELPORT. NOTWITHSTANDING THE FOREGOING, THE TOTAL LIABILITY OF TRAVELPORT TO CUSTOMER HEREUNDER WILL BE LIMITED TO THE TOTAL AMOUNT OF CHARGES ACTUALLY PAID BY CUSTOMER TO TRAVELPORT UNDER THE AGREEMENT. IF THE PARTY SIGNING ON BEHALF OF CUSTOMER IS CUSTOMER’S AGENT, THAT AGENT REPRESENTS AND WARRANTS THAT IT HAS THE AUTHORITY TO ENTER INTO THE AGREEMENT ON BEHALF OF CUSTOMER, AND TO BIND CUSTOMER TO THE TERMS HEREIN, AND THAT CUSTOMER HAS AGREED TO BE BOUND HEREBY.

13. INDEMNIFICATION

Customer hereby agrees to indemnify and hold Travelport and its affiliates, subsidiaries, successors, assigns, officers, directors, agents and employees harmless from and against third-party liabilities, including, but not limited to, attorneys’ fees, and other expenses incident thereto, which may be threatened against, or recoverable from Travelport from any claim by any third party as a result of or arising out of or in connection with (i) an act or failure to act of Customer in connection with the Agreement or these Terms; (ii) any Customer promotion or the goods and services provided by Customer as part of any promotion; and (iii) any actions or Digital Media taken or provided at the direction of Customer.

14. GENERAL.

A. Governing Law; Jurisdiction. The Agreement and all disputes arising under or in connection with the Agreement, including actions in tort, shall be governed by the law of the state of Georgia, USA, without regard to its conflict of laws principles. All actions brought to enforce or arising out of the Agreement shall be brought in courts located within Georgia, Customer hereby consenting to jurisdiction and venue therein. Travelport may take such steps as it may consider necessary or desirable in order to enforce any judgment or order against Customer with respect to the Agreement in any jurisdiction where Customer trades or has assets.

B. Headings. The headings appearing in the Agreement have been inserted as a matter of convenience and in no way define, limit or enlarge the scope of the Agreement or any of the provisions hereto.

C. Expenses. Customer shall be liable for and agrees to reimburse Travelport for all attorneys' fees, court costs and related costs and expenses incurred by Travelport to enforce the Agreement and/or to seek remedies for the breach of the Agreement or these Terms by Customer.

D. Relationship of Parties. The Agreement is not intended to and shall not be construed to create an agency, partnership, or joint venture relationship between the Parties. This is a non-exclusive Agreement, and other services agreements may be entered into by either Party with any other person or entity.

E. Force Majeure. Except for Customer’s payment obligations hereunder, neither Travelport nor Customer will be deemed to be in default or liable for any delays if and to the extent that performance is delayed or prevented by fire, flood, earthquake, acts of war, acts of God, terrorism, court order or any other similar cause beyond the reasonable control of such party (each an event of force majeure).

F. Sale and Assignment. Customer may not assign or transfer the Agreement, or any part of the Agreement, whether by merger, asset sale, stock transfer, operation of law or otherwise, without the prior written consent of Travelport. Travelport may freely assign this Agreement to any affiliate or successor without Customer’s consent.

G. Severability. In the event that any material provision in the Agreement or these Terms is or is about to be prohibited or declared unenforceable in any jurisdiction, or becomes impractical or uneconomical to perform as a result of any impending or actual change in any applicable law, Travelport may, at its option, terminate the Agreement, amend, supersede, or delete the prohibited, unenforceable, impracticable or uneconomical provision or provisions, upon written notice to Customer.

H. No Waiver. No waiver of any provision or breach of the Agreement or these Terms will constitute a waiver of any other provision or subsequent breach.

15. ENTIRE AGREEMENT

The Agreement, along with the Terms, constitutes the entire agreement and understanding of Travelport and Customer on the subject matter hereof, and, as of the date of the Agreement, supersedes all prior agreements, whether written or oral, between Travelport and Customer concerning the subject matter hereof. Except as expressly provided in this Agreement or in the Terms, this Agreement may be modified only by written amendment or supplement signed by Travelport and Customer.

16. 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 http://www.travelport.com/digital-media-terms-and-conditions.

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