These Travelport Partner Insights Trial and Evaluation Terms and Conditions (“Terms”) are issued by Travelport, LP, a Delaware limited partnership with offices at 300 Galleria Parkway, S.E., Atlanta, GA 30339, United States ( “Travelport”). These Terms are expressly incorporated into the Travelport Partner Insights Trial (the “Agreement“) acknowledged and completed by each customer (“Customer“) who elects to receive test access to the Test Product (as defined below). By filling out and submitting the Opt-In Form and, further, by utilizing the Test Product (defined below), Customer expressly accepts these Terms and agrees to be bound by them.
1. Defined Terms. As used in these Terms, the terms listed below have the following meanings:
“Authorized User” means an employee or agent of Customer who can access and use the Test Product for and on behalf of Customer.
“Selection Criteria” means the relevant points of sale, destinations, and other restrictions selected by Customer in the Opt-In Form.
“Test Period” means the six (6) week period, or longer or shorter at the sole discretion of Travelport, commencing on the date of Customer’s access to the Test Product, unless terminated earlier in accordance with these Terms.
“Test Product” means a trial version of either Travelport Destination Insights, Travelport Traveler Insights or Travelport Air Search Insights for the Selection Criteria.
“Travelport Destination Insights” means an analytics portal that provides statistics and performance metrics relative to air booking data that is generated by travel agencies focused on traveler destination.
“Travelport Traveler Insights” means an analytics portal that provides statistics and performance metrics relative to air booking data that is generated by travel agencies focused on traveler origin.
“Travelport Air Search Insights” means an analytics portal that provides statistics and performance metrics relative to Air Search Request data that is generated by travel agencies connected to the Travelport GDS.
2. Grant of Access
Subject to the terms and conditions of the Agreement (including these Terms), Travelport grants Customer a non-exclusive, non-transferable, royalty-free, limited right to access and use the Test Product during the Test Period for the purposes specified in the Agreement. All rights, title and ownership in the Test Product and any documentation provided therewith shall at all times remain with Travelport. Customer further agrees not to disclose any documentation, software, files, statistics, insight, data or other confidential or proprietary information concerning the Test Product without the prior written consent of Travelport to any persons or entities other than Customer’s employees who have a need for such documentation or information.
3. Customer Responsibilities
A. Customer will provide the necessary software, hardware, and communications necessary for access to and use of the Test Product by the Authorized Users.
B. Customer will not disclose, copy or otherwise reproduce the Test Product or any Travelport documentation, software and files connected with or relating to the Test Product, including any files provided by Travelport.
C. Customer will review with Travelport its likes and dislikes, including any defects, problems or errors that it encounters with the Test Product, including recommendations of enhancements to the Test Product. Customer will also allow representatives of Travelport to monitor its employees’ use of the Test Product. Any Customer feedback is voluntarily given, and notwithstanding any other agreement to the contrary, Travelport is free to use the feedback without obligation or restriction of any kind.
D. Customer agrees to completely and thoroughly read and assumes all responsibility for understanding the information contained in all instruction documentation provided by Travelport for the Test Product, including, but not limited to, on-line instructions, instruction manuals, and instruction documentation. Customer acknowledges and agrees that Travelport will not provide any help-desk support for the Test Product to Customer although reasonable assistance will be provided to Customer.
E. Customer will not modify or undertake any development work whatsoever in connection with the Test Product including but not limited to the creation of any application, tool, software or program intended to work with or integrate with the Test Product (and regardless of whether such development is for commercial or Customer’s in-house purposes).
F. Customer shall take all necessary precautions to protect the Travelport global distribution system and the Test Product.
4. Travelport Responsibilities
Travelport will provide the website link and credentials for use of the Test Product during the Test Period. Customer shall be solely responsible for necessary hardware and software to support its own access to the Test Product. Travelport shall not be responsible for any costs associated with installation, support or maintenance of the Test Product.
5. Waiver of Claims
Customer understands and acknowledges that the Test Product may have imperfections and that it is being installed for testing purposes only. Accordingly, Customer agrees to release and hold harmless Travelport from any liabilities or expenses that Customer may incur on account of the installation or use of the Test Product.
6. WARRANTY DISCLAIMER; LIMITATION ON LIABILITY
TRAVELPORT DISCLAIMS AND CUSTOMER HEREBY WAIVES ALL WARRANTIES WITH RESPECT TO THE TEST PRODUCT, EXPRESSED OR IMPLIED INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR INTENDED USE, ANY WARRANTY OF COMPATIBILITY BETWEEN THE TRAVELPORT GLOBAL DISTRIBUTION SYSTEM OR SOFTWARE PROVIDED BY TRAVELPORT AND CUSTOMER OWNED EQUIPMENT OR SOFTWARE, OR ANY LIABILITY IN NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE. CUSTOMER AGREES THAT TRAVELPORT SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUES, EVEN IF ADVISED OF THE RISK OF SUCH DAMAGES IN ADVANCE.
7. Miscellaneous
A. Customer will not sell, assign, license, sub-license, franchise or otherwise convey in whole or in part to any third party the Agreement or the services provided pursuant to the Agreement without the prior written consent of Travelport.
B. This is a non-exclusive agreement. Similar agreements may be entered into by either party with any other person or entity.
C. Any prior agreements, understanding, negotiations or communications, written or otherwise concerning the subject matter hereof, are deemed superseded by the Agreement. The Agreement may be modified only by a further written agreement executed by an authorized representative of the parties hereto or as otherwise expressly stated in the Agreement.