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MARKETVISION@ SUBSCRIPTION AGREEMENT
REGISTRATION PAGE
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This MarketVision Subscription Agreement ("Agreement") is made this 01 st day of Nov 2017 (" Effective Date") by and between The
Rubicon Group , Inc. , a Delaware corporation having its principal place of business at 101 Marietta St. NW, Suite 3525 , Atlanta, GA 30303 (" Rubicon ") and
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Orange County North Carolina CVB a corporation having its principal
place of business as provided below ("Subscriber") . This Agreement describes the terms and conditions under which Rubicon will provide MarketVision
Services for Subscriber and is comprised of this Registration Page, one or more attached Exhibits describing the MarketVision Services and the attached
Terms and Conditions.
SUBSCRIBER INFORMATION
Primary Contact Name Email Address
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Hotel Name Orange County North Carolina CVB Hotel Code
Hotel Street Address 200 S Cameron Street Hillsborough . Nc 27278
City Hillsborough State New Caledoni Zip/Postcode 27278 Country United States
Phone Number (919) 732-8181 Fax Number Management Company Name Orange County North Carolina CVB
Currency on Reports (USD, GBR etc) USD Go Live Date for MarketVision Services (enter date desired for first reports or ASAP) 01st Nov 2017
BILLING INFORMATION (IF DIFFERENT FROM ABOVE)
Billing Contact Email Address
Billing Company Name Orange County North Carolina CVB
Billing Company Street Address 200 S Cameron Street Hillsborough , Nc 27278
City Hillsborough State New Caledoni Zip/Postcode 27278 Country United States
Phone Number . (919) 732-8181 Fax Number
FEE SCHEDULE SUMMARY
The total annual Subscription Fees due to Rubicon for Services are provided in this Fee Schedule Summary. Any adjustments or other special terms
related to the payment of Subscription Fees are detailed below. i=
CONFIGURATION FEES ONE TIME CHARGES)
One Time Configuration Fees Due with first Invoice $
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ANNUAL SUBSCRIPTION FEES
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Selected (✓) MarketVision Services Annual Subscription Fee Due
�( MarketVision Destination Insights $2,200
Annual Subscription Fee Sub -Total $ i,
Adjustments (to be entered by Rubicon) $
Total Annual Subscription Fees Due $2,200
❑ 1 prefer to pay quarterly and agree to pay an annual finance charge equal to 2 .5 % of the total Subscription Fee.
❑ I already subscribe to MarketVision , please add the above MarketVision Services to my account
OTHER TERMS RELATED TO CONFIGURATION FEES AND SUBSCRIPTION FEES
NONE
IN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the last date set orth b low and each Party warrants that its respective
signatory whose signature appears below is duly authorized by all necessary and appropriate rate a ' on to a is Agreement on behalf of such Parry.
Subscriber acknowledges that it has read and understands this Agreement, and agrees to all t s an No
ns s d rein nd attached hereto.
Rubicon Subscr'
By B
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Name (printed) e (print , d) f 1
Title Tide tool i
Date DateTs
PLEASE FAX THIS ENTIRE AGREEMENT WITH ALL EXHIBITS TO RUBICON AT 678*62305733
Rubicon
101 Marietta Street . Suite 3525 . Atlanta, GA 30303 . 678 .553 . 1940 . 678 .623 . 5733 Fax
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MARKETVISION® DESTINATION INSIGHTS EXHIBIT
SUBSCRIPTION FEE
Number Annual Subscription Select
of Reports Fee (✓) The Subscription Fee for MarketVision Destination Insights is based upon the number of
reports that Subscriber wishes to receive (" Destination Insights Report Level") and the number f
12 $4,000 O of markets to be reported.
9 $3 ,600 0 Pricing shown in the table to the left is for competitive set information chosen from Rubicon's f
published list of market competitive , sets .
6 $ 3 ,000 Select (✓) the Destination Insights Reports and markets desired from the list on the next page.
3 $2,000 O Please indicate (✓) the number of Reports and Fee Level desired from the table on left. '
2 $ 1 , 600 O
1 $ 1 ,200 O
SUBSCRIPTION FEE - CUSTOMIZED COMPETITIVE SET
Number Annual Subscription Select
of Reports Fee The Subscription Fee for MarketVision Destination Insights is based upon the number of
reports that Subscriber wishes to receive (" Destination Insights Report Level") and the number
12 $4,600 of markets to be reported . h
9 $4,200 O Pricing shown in the table to the left is for a specific competitive set chosen by the customer.
Your competitive set must consist of a minimum of fifteen hotels and must pass anti-trust and
6 $ 3 , 600 validity rules.
3 $2,600 O Select (✓) the Destination Insights Reports and markets desired from the list on the next page.
Please indicate (✓) the number of Reports and Fee Level desired from the table on left.
2 $2,200
1 $ 1 ,800 13
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Competitive Set for Customized Destination Insights Reports (Minimum of 15)
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ADDITIONAL REPORTS AND CHANGES TO SELECTED REPORTS
Subscriber may change the reports selected from MarketVision Destination Insights Report Catalog once per quarter at no charge. Additional changes
during any quarter will completed for the Subscriber by Rubicon for a fee of $50 per report changed .
In the event Subscriber desires one or more reports in addition to the quantity available for the Destination Insights Report Level selected ("Additional
Destination Insights Reports"), the Additional Destination Insights Reports shall be made available to the Subscriber for a fee of $400 per year. Subscriber
may request or discontinue Additional Destination Insights Reports by written notice, including but not limited to an email to Rubicon's Support Desk at
mvsupporta.RubiconGroup.com . Rubicon will adjust Subscriber's invoice to reflect the addition or discontinuance of Additional Destination Insights
Reports.
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REPORT RECIPIENTS
Please provide names, email addresses, and report format for each user.
❑ Check ( ✓) here if you would like the same Report Recipients as for MarketVision Price Position .
Name Email Address Format (Please Circle)
XLS PDF HTML
2 XLS PDF HTML
3 XLS PDF HTML
4 XLS PDF HTML
5 XLS PDF HTML
MV06201 I USD MarketVision Subscription Agreement
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Name Select Description
MarketVision Reviews market performance of the transient segment by individual distribution channel. Provides actual
I Channel Summary Q performance for a trailing 120-day horizon, and demand on the books for a future Q day horizon. Any overlap
Report into a month beyond 120 days will be reported for the entire additional month .
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MarketVision Reviews market performance for each transient segment Provides actual demand performance for a trailing 120-
2 Transient Segment Q day horizon, and performance of the future 120-day horizon, based on demand currently on the books.
Summary Report f
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MarketVision Year- Reviews market demand by group and transient segments, and in total. Compares current committed occupancy to
3 over-Year Pace Q the same time last year, shoving the variance % to last year. Compares the recent 28-day pace of demand to the
Report same 28-day period last year.
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MarketVision Summarizes historical and future market key performance metrics for group and transient bookings, including
4 Market Summary Q transient segment pace details. Provides actual performance for a trailing 12-month horizon, and demand on the
Dashboard Report books for a future 12-month horizon.
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MarketVision Summarizes weekly group bookings, room blocks and committed occupancy, including weekly pace and variance
5 Group Activity Q to the prior year. Provides demand on the books for a future 52-week horizon. Any overlap into a week beyond 52
Summary Report weeks will be reported for the entire week.
MarketVision Same as the Group Activity Summary report, above, except this report is day-to-day for 365 days out rather than
6 Group Activity Q
Detail Report weekly.
MarketVision ADR and
Summarizes the distribution of market transient bookings across channels, including Room Nights,
7 Channel History Q Report RevPAR metrics. Provides actual performance for a trailing 12-month horizon and variance % to the prior year.
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MarketVision OTA
Summarizes the distribution of market transient bookings across Online Travel Agency channels, including Room
8 Channel History Q
Report Night and ADR metrics. Provides actual performance for a trailing 12-month horizon .
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9 MarketVision OTA Q Details the daily distribution of market transient bookings across Online Travel Agency channels,
Channel Detail including Occupancy and ADR metrics . Provides actual performance for a future 120- day horizon .
MarketVision Summarizes the market performance of transient bookings by individual transient segment, including weekly pace
10 Transient Activity Q and variance % to the prior year. Provides demand on the books for a future 8-week horizon. Any overlap into a
Summary Report week beyond 8 weeks will be reported for the entire additional week.
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MarketVision Summarizes the market performance of transient bookings by individual transient segment, including Room Nights,
I I Transient History Q ADR and RevPAR metrics. Provides actual performance for a trailing 12- month horizon , including variance % to the
Report prior.
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MarketVision 12 Transient Segment Q Details the daily market performance of transient bookings by individual transient segment, including
Detail Occupancy and ADR metrics . Provides actual performance for a future 120-day horizon.
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MV06201 I USD MarketVision Subscription Agreement
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MARKETVISION® SUBSCRIPTION AGREEMENT i.
TERMS AND CONDITIONS
This Agreement made by and between The Rubicon Group, Inc., (" Rubicon ") and the entity named on the Registration Page attached hereto ("Subscriber") governs the use by
Subscriber of the Rubicon's MarketVision® Services. Subscriber is responsible for the payment of all fees and expenses payable for use of the Services. Subscriber and any person
using the Services on behalf of Subscriber in accord with the license granted to Subscriber (each an "Authorized User") are responsible for compliance with all other terms of this E
Agreement.
DEFINITIONS Modification or use of Services or Materials for any purpose or in any manner other
"Competitive Set" — means the Subscriber's hotel plus up to seven (7) than those permitted in this Agreement is a violation of Rubicon's patent, copyright,
competitor hotels. trade secret, trade name, trademark and/or other proprietary rights. All right, title, I:
and interest (including all copyrights and other intellectual property rights) in the
"Go Live Date" — means the first date Rubicon will deliver MarketVision Services
Services and Materials (in both print and machine-readable forms) belong to
to Subscriber and the due date for Subscriber's first invoice from Rubicon. Rubicon or its third party suppliers. Neither Subscriber nor any Authorized User: (1)
"MarketVision Price Position" — means one or more of the reports, may publish, broadcast, sell or otherwise redistribute Services or Materials for any
documents, online html displays, comma separated (csv) files, Microsoft Excel purpose including any commercial purpose, including without limitation resale or
spreadsheets and/or other representations containing competitive price information preparing databases of the Material for use by third parties; (ii) acquires any k
gathered by Rubicon and made available to Subscriber within the Services in proprietary interest in the Services, Materials, or copies thereof; (iii) may use the
accordance with the Subscribers' selection made in the MarketVision Price Position Services or Materials retrieved from the Services in any fashion except as expressly
Exhibit attached hereto, authorized herein; (iv) may remove or obscure the copyright notice or other
"MarketVision Channel Position" — means one or more of the reports, notices contained in the Services or Materials; or (v) may use information included
documents, online html displays, comma separated (csv) files, Microsoft Excel in the Services or Materials for any unlawful purpose.
spreadsheets and/or other representations containing information related to the 3 . SERVICES AND OPERATIONS
positioning of Subscriber and Subscriber's competitors within travel distribution
Subscriber is responsible for acquiring and maintaining all equipment, computers,
channels gathered by Rubicon and made available to Subscriber within the Services
in accordance with the Subscribers' selection made in the MarketVision Channel software and communications services (such as Internet access) relating to the
Position Exhibit attached hereto. access and use of the Services, and for all expenses relating thereto (plus applicable
taxes). [ '
"MarketVision DataXchange Interface" - means one or more interfaces
between MarketVision Services and third party systems which have been developed Rubicon has the right at any time and for any reason to modify or discontinue any
aspect or feature of the Services, including but not limited to its content
and are supported by Rubicon,
functionality or hours of availability, the equipment needed for its access or use, or
"MarketVision Demand Position" — means one or more of the reports, Subscriber's pricing. Rubicon reserves the right, at any time, to change the terms of
documents, online html displays, comma separated (csv) files, Microsoft Excel this Agreement by written notification to Subscriber. Such change shall go into effect
spreadsheets and/or other representations containing information related to future at least thirty (30) days after notice of the change is published. Any use of the
and historical demand for Subscriber and aggregate of Subscriber's Competitive Set Services by Subscriber after such changes go into effect shall constitute Subscriber's
which is gathered by Rubicon and made available to Subscriber within the Services in acceptance of this Agreement as modified. If Subscriber notifies Rubicon within
accordance with the Subscribers' selection made in MarketVision Demand Position thirty (30) days after notice of a change in terms is published of Subscribers
Exhibit attached hereto, objection to such change then this Agreement will terminate at the end of the then
"MarketVision Destination Insights" — means one or more of the reports, current month and Rubicon will have no further liability to Subscriber and
documents, online html displays, comma separated (csv) files, Microsoft Excel Subscriber will have no liability to Rubicon for payment of future fees. Subscriber will
spreadsheets and/or other representations containing information related to future remain liable for fees accruing prior to the date of termination.
and historical demand by market which is gathered by Rubicon and made available Rubicon intends to make the Services available to the Subscriber 24 hours a day, 7
to Subscriber within the Services in accordance with the Subscribers' selection days a week. However, Rubicon reserves the right to suspend Services at any time,
made in MarketVision Destination Insights Exhibit attached hereto, for scheduled or unscheduled maintenance. Rubicon agrees, when reasonably
"Price Position Rate Shop" — means a single request from a booking source for practicable, to provide Subscriber at least 48 hours prior notice of any scheduled
a hotel, arrival date, length of stay and number of guests. maintenance.
"Channel Position Hotel Shop" — means a single request from a booking Rubicon uses a variety of methods (e.g., online help, email, fax and phone) to
source for a keyword, arrival date, length of stay, number of guests and number of provide technical support and other program usage assistance in connection with
web pages. the Services.
"Channel Position Package Shop" — means a single request from a booking 4. OTHER SUBSCRIBER OBLIGATIONS
source for an origin airport/city code, destination airport/city code, arrival date, Under this Agreement Subscriber agrees: (i) that the information obtained through
length of stay, number of guests and number of web pages. the use of the Services will be used only with respect to the marketing and
"Channel Position Rate Shop" — means collectively Channel Position Hotel operations of its hotel(s), and Subscriber will not share such information, in any
Shops and Channel Position Package Shops. form whatsoever, with any third parties or any entity in the hotel industry
"Rate Shop Pool" — means the total number of Price Position Rate Shops, (provided, however, that Subscriber may share such information with any third
Channel Position Hotel Rate Shops and Channel Position Package Rate Shops that party owners of hotels operated or managed by Subscriber or its affiliates), (ii) to
are allocated to Subscriber each month based upon the subscription selections promptly notify Rubicon of any use of the Services or pricing trends that it detects
made by Subscriber on the MarketVision Price Position Exhibit and MarketVision in the normal course of business that appear to reflect an improper use of the
Channel Position Exhibit attached hereto. Services or the data contained in the Services.
"Report Catalog" — means MarketVision Demand Position Reports that are S . ACCESS PROCEDURES
offered by Rubicon to the Subscriber's brand of hotels. E
Subscriber agrees to comply with Rubicon's web site access procedures and
"Services" or "MarketVision Services" — means collectively one or more of practices (including, without limitation, security measures and notification
the following MarketVision solutions: (i) MarketVision Price Position, (ii) requirements ("Access Procedures") as in effect on the date of this subscription and
MarketVision Channel Position (iii), MarketVision Agency Position, (iv) MarketVision as may be supplemented or modified by Rubicon from time to time. Rubicon will
Demand Position, (v) MarketVision Destination Insights or (vi) MarketVision provide Subscriber in writing or publish notice of such changes in Access
DataXchange and the Materials that are the output of the Services. Procedures on its Internet site (vww.mvrateshop.com) at least thirty (30) days
prior to such changes going into effect if Rubicon believes that a thane in Access
L . PERMITTED USES AND RESTRICTIONS ON USE P g g g g
Subject to this Agreement Subscriber, by and through its Authorized Users, is Procedures may have a material adverse affect on Subscriber's use of the Services;
provided that Rubicon may immediately modify any Access Procedures upon
granted a limited, non-exclusive, non-transferable license to access and use for its r
internal purposes only the Services in accord with Rubicon's "Access Procedures", written notice to Subscriber if Rubicon determines that such change is necessary to
as defined in Section S. This license consists of: (a) the right to electronically display maintain the security of the Services.
the information and output retrieved from the Services ("Materials") using the Rubicon reserves the right to deny or revoke any right of access to the Services if
MarketVision interface; (b) the right to obtain a printout of Materials via printing the person having access has violated any of the Access Procedures or if Rubicon
commands of the Services and to create one or more printouts of Materials has reason to believe that a person may violate the Access Procedures. Rubicon
downloaded via downloading commands of the MarketVision interface (collectively shall have the right to immediately terminate Subscribers access to or use of the
"Authorized Printouts") and to make copies of Authorized Printouts and distribute Services in the event of any conduct, which, in Rubicon's judgment, interferes with
Authorized Printouts and copies; and, (c) the right to retrieve via downloading the operation or use of the Services (e.g., excessive usage of the Services that
commands of the MarketVision interface and store in machine-readable form, for disrupts the use of the Services by other users).
internal use, the reports generated using the MarketVision interface. Subscriber may Termination of this Agreement automatically terminates Subscriber's, and
not; under any condition, publish, share or distribute Materials, in any manner accordingly any Authorized Users, license and authorization to use or access
whatsoever, with any third party or the general public. Services and any content or other material contained therein. Rubicon is entitled to
MV06201 I USD MarketVision Subscription Agreement
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enforce its rights hereunder by an action for damages or for specific performance, "Services Availability is maintained so long as Services are made available by
injunctive or other equitable relief Rubicon to the Subscriber for at least 22 hours each day. Services unavailability does
Login names and passwords assigned by Rubicon are personal and confidential to not include (i) outages associated with scheduled maintenance; provided that
each Subscriber and its Authorized Users, and Subscriber shall take reasonable steps Subscriber is notified of scheduled maintenance at least 48 hours in advance, (ii)
to assure that identification names and passwords are not disclosed to or used by Subscriber's inability to access the Services due to Subscriber's inability to access the
any person other than the person to whom the login and password is assigned. Internet, (iii) interruptions of service due to force majeure; or (iv) interruption in
Neither Subscriber nor any Authorized User may attempt to access any other of Services caused by changes to a travel distribution channel web site.
Rubicon's systems, programs or data that are not made available for public use or Subscriber acknowledges that changes in an internet site from which Rubicon
for use by MarketVision subscribers. gathers information or the lack of availability of data provided to Rubicon by third
parties may cause errors in the performance of the Services. Rubicon is not
6. FEES; PAYMENTS; TAXES responsible for any such errors and such errors will not constitute a breach of the
As compensation for the Services, Subscriber must pay to Rubicon the Services Performance warranty.
Subscription Fee(s) as detailed for the Services selected by Subscriber in one Rubicon does not warrant that the Services are secure, free from bugs,
or more of the attached Exhibits and summarized in the Fee Schedule interruptions, errors, or other program limitations. Subscriber acknowledges that
Summary on the Registration Page of this Agreement Fees for the Services use of the Internet presents certain risks relating to viruses or other harmful
may be amended by Rubicon from time to time as described in Section 3 . activities. Subscriber (and not Rubicon) assumes such risk. All warranties given or
Unless otherwise specified in the Fee Schedule, payments will be due and made by Rubicon with respect to the Services (i) are for the benefit of the
payable to Rubicon annually, in advance. Subscribers may choose to remit
Subscriber of the Services only and are not transferable, and (fl) shall be null and void it
MarketVision fees on a quarterly basis by agreeing to pay a finance fee equal if Subscriber breaches any terms or conditions of this Agreement
to two and one-half percent (2.5%) of the Subscription Fee.
Any applicable Subscription Fee adjustments provided by Rubicon shall be 9. LIMITATION OF LIABILITY AND DAMAGES
detailed in the Fee Schedule Summary on the Registration Page of this In the event that the Services Performance warranty or the Services Availability
Agreement. warranty is breached, Subscriber must notify Rubicon of such breach within thirty
If Subscriber requests that Rubicon provide any services other than Rubicon's (30) days of the breach. The notice must identify the date of the breach and provide
standard Services, then such services shall be billed by Rubicon at its then standard a description of the breach with sufficient detail to allow Rubicon to confirm the
rates unless otherwise agreed by the parties. occurrence of such breach. Rubicon will have no liability for claimed breaches of '
which Subscriber fails to provide Rubicon notice as described in this paragraph.
The payment of all fees and charges to Rubicon, if applicable, may be made by wire
transfer or by check. Rubicon may require payment by wire transfer in the event of In the event of a breach of the Services Performance warranty, Rubicon's liability
shall be limited to the lesser the amount paid by Subscriber to Rubicon during the
repeated delinquent payment or the bank's dishonoring one or more checks of
Subscriber. All fees and charges are due within thirty (30) days of the date of thirty (30) days prior to notification by Subscriber to Rubicon of such Rubicon
Rubicon's invoice and are non-refundable. Rubicon may, at its option, impose an breach; or the amount paid by Subscriber for the defective Services.
interest charge on any late payments at a rate of one and one-half percent ( I ''/2%)
In the event that the Services Availability warranty is breached during three (3) or
per month or the highest rate allowed by law, whichever is less. more consecutive days in any calendar month, then for each additional day during
pay y Pp p p property,
which such breach occurred in such month, Subscriber will receive a credit against
Subscriber shall a an applicable sales, use, service, occupation, personal
value-added and excise taxes and other fees, assessments or taxes that may be the fees on Subscribers next invoice equal to I /30th of the base monthly
assessed or levied by any taxing authority against Subscribers or Subscribers subscription fees paid by the Subscriber for the month during which the availability
Authorized Users' receipt of the Services. Subscriber agrees that it shall remit to breach occurred.
Rubicon for payment to the appropriate taxing authorities any sales, use, value At Rubicon's option, Rubicon may either refund any amount payable by reason of a
added or other tax required to be collected by Rubicon from Subscriber. warranty breach or give Subscriber credit against fees otherwise payable then or in
7. TERM AND TERMINATION the future by Subscriber. The refund or credit of such amount shall be the sole
remedy of Subscriber and the sole liability of Rubicon for a breach of the Services
The term of this Agreement (the "Term") shall commence on the Go Live Performance warranty or the Services Availability warranty.
Date and shall continue in full force and effect for one ( 1 ) year and thereafter
EXCEPT FOR THE ABOVE REFUND OR CREDIT, SUBSCRIBER'S EXCLUSIVE
on a year to year basis until one parry gives the other written notice of REMEDY AND THE ENTIRE LIABILITY OF RUBICON AND THE
termination at least thirty (30) days prior to the end of any Term or renewal PARTICIPATING PARTIES FOR ANY REASON SHALL BE LIMITED TO THE
Term, AMOUNT PAID BY SUBSCRIBER FOR THE SERVICES, DURING THE
This Agreement may terminate prior to the expiration of the Term at the PRECEDING THIRTY (30) DAY PERIOD, TO THE MAXIMUM EXTENT
option of Subscriber if Rubicon is in material breach of this Agreement and fails to PERMITTED BY APPLICABLE LAW, RUBICON IS NOT LIABLE FOR ANY
cure that breach within thirty (30) days after Subscriber provides Rubicon written INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE INCIDENTAL OR
notice of the breach. CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION,
This Agreement may terminate prior to the expiration of the Term at the DAMAGES FOR LOST BUSINESS, LOST DATA, LOST GOODWILL, LOST
option of Rubicon or Rubicon may suspend Services by written notice to REPUTATION, LOST REVENUES, LOST PROFITS OR INVESTMENT OR THE
Subscriber, if Subscriber violates or breaches any of the terms, conditions or LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF
covenants of this Agreement and does not remedy such violation or breach WARRANTY, TORT (INCLUDING WITHOUT LIMITATION, NEGLIGENCE),
within ten ( 10) days after written notice by Rubicon to Subscriber of such PRODUCTS LIABILITY OR OTHERWISE, EVEN IF RUBICON OR THE
violation or breach. PARTICIPATING PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF
In the event of termination or expiration of this Agreement for any reason, any SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND
accrued payment obligations and the provisions of Sections 8 and 9 will survive. TO HAVE FAILED OF ITS ESSENTIAL PURPOSE,
8. LIMITED WARRANTYAND DISCLAIMER OF WARRANTIES The limitations of damages or liability set forth in this Agreement are fundamental
elements of the basis of the bargain between Rubicon and Subscriber. Subscriber
Rubicon represents and warrants to Subscriber that, during the Term, (i) the acknowledges and agrees that Rubicon would not be able to provide the Services
Services will be provided in material conformance with the description of the on an economic basis without such limitations.
Services published by Rubicon at the time Subscriber submits its registration request 0. MISCELLANEOUS
to Rubicon or as such description may be modified by Rubicon from time to time in
accord with Section 2 ("Services Performance"), and (ii) Rubicon will maintain a. Each party agrees that all non-public information and Materials
"Services Availability" (as described below). EXCEPT AS EXPRESSLY PROVIDED reasonably treated as confidential and disclosed by either party,
IN THE PRECEDING SENTENCE, THE SERVICES ARE PROVIDED "AS-IS" AND, whether disclosed orally, in writing or electronically and whether
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RUBICON marked "Confidential" or not, will be considered and referred to
AND ITS AFFILIATES, LICENSORS, THIRD PARTY CONTENT OR DATA collectively in this Agreement as " Confidential Information" subject to
PROVIDERS, AND SUPPLIERS (COLLECTIVELY, THE "PARTICIPATING the protections of this Agreement Confidential Information does not
PARTIES") DISCLAIM ALL OTHER REPRESENTATIONS, WARRANTIES AND include information that (i) is now or subsequently becomes generally
CONDITIONS, EXPRESS OR IMPLIED OR ARISING FROM ANY COURSE OF available to the public through no fault or breach on the part of either
CONDUCT OR TRADE, REGARDING THE SERVICES AND THEIR RELATED party; (ii) either party can demonstrate to have had rightfully in its
MATERIALS, INCLUDING WITHOUT LIMITATION, FITNESS FOR A possession prior to disclosure to the receiving party; (iii) is
PARTICULAR PURPOSE, ERROR FREE OPERATION, UNINTERUPTED independently developed by either party without the use of any
OPERATION, COMPLETENESS, TITLE, QUALITY, MERCHANTABILITY AND Confidential Information ; or (iv) either party rightfully obtains from a
NON-INFRINGEMENT, third party who has the right to transfer or disclose it. For purposes of
MV06201 I USD MarketVision Subscription Agreement
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this Agreement, the, Services and Materials shall be deemed f. If any provision of this Agreement or the application of any provision hereof
Confidential Information. is held invalid, the remainder of this Agreement and the application of such
provision shall not be affected unless the provision held invalid shall
The parties shall not disclose, publish, or otherwise disseminate Confidential P P
Information to anyone other than those of its employees with a need to know substantially impair the benefits of the remaining portions of this
or to trusted subcontractors or advisors with a need to know and who have a Agreement
duty or obligation to maintain the confidentiality of Confidential Information. g, No Unannounced Modifications to Signature Documents. By signing and
Each party shall take reasonable precautions to prevent any unauthorized use, delivering this Agreement and/or any schedule, exhibit, appendix,
disclosure, publication, or dissemination of Confidential Information. The amendment, or addendum thereto, each party will be deemed to
parties accept the Confidential Information for the sole purposes described in represent to the other that the signing party has not made any changes
this Agreement Each party shall not use Confidential Information otherwise to such document from the final draft provided to the other party for
for its own or any third parts benefit without the prior written approval of signature unless the signing party has expressly called such changes to
an authorized representative of the disclosing party in each instance. Upon the other a s attention in writing e. ., b "redlining" the document
termination of the this A eement, or earlier upon request if there is no P g ( g y g j"
�' P 9 or by a comment memo or email).
separate license granted under this Agreement, the receiving party shall either
return the Confidential Information to the other or shall certify in writing that h . Except as otherwise specifically stated herein, any terms of this Agreement
such information has been destroyed. The foregoing restrictions on that by their nature extend beyond its termination shall remain in effect
Confidential Information shall not apply to Confidential Information that is until fulfilled after any such termination, and shall apply to the parties'
required to be disclosed in connection with any suit, action or other dispute respective successors and assigns. In the event of termination or
related to the Confidential Information, or otherwise required to be disclosed expiration of this Agreement for any reason, any accrued payment
obligations and the provisions of Sections 8, 9, and 10 will survive.
as a matter of law. However, upon receipt of a legal demand for the g
production of Confidential Information subject to this Agreement the parry i . The employees of Rubicon are not authorized to make modifications to
receiving such demand shall give prompt notice to the other party and shall this Agreement, or to make any additional representations,
provide such other party with an opportunity to object before producing the commitments, or warranties binding on Rubicon, except in a writing L'
Confidential Information. signed by an authorized officer of Rubicon . If any provision of this
Confidential Information disclosed pursuant to this Agreement shall continue Agreement is invalid or unenforceable under applicable law, then it shall
to be subject to the terms of this Agreement for a period of three (3) years be, to that extent, deemed omitted and the remaining provisions will
from disclosure, or with respect to trade secrets for so long as such continue in full force and effect. The validity and performance of this
Confidential Information is deemed a trade secret under applicable law. Agreement shall be governed by Georgia, USA law (without reference
b . Subscriber agrees neither it, nor its officers, employees, agents, to choice of law principles), and applicable federal law,
subsidiaries, assigns or other third parties over whom it has a j . Subscriber acknowledges and agrees that the Rubicon Anti-Trust Policy
controlling interest will attempt to block by any means whatsoever which may be updated from time to time (" Rubicon Anti-Trust Policy")
Rubicon's access to Subscriber's rate data in any GDS or Internet site governs Rubicon's performance in connection with this Agreement. A
or any of Subscriber's competitors data in any GDS or Internet site. copy of the Rubicon Anti-Trust Policy will be provided by Rubicon to
Subscriber upon written request r
C. This Agreement sets forth Rubicon's entire liability and Subscriber's
exclusive remedy with respect to the Services, and is a complete k. Subscriber agrees that any third party in possession of information
statement of the agreement between Subscriber and Rubicon . There regarding the Subscriber relevant to the MarketVision Agency Position
are no third party beneficiaries of this Agreement. Headings are (including without limitation, Pegasus and all of their subsidiaries,
included for convenience only, and shall not be considered in affiliates and other related parties) is authorized to provide Rubicon all
interpreting this Agreement. This Agreement does not limit any rights information that is now or hereafter comes into such third parry's
that Rubicon may have under trade secret, trademark, copyright, patent possession regarding Subscriber; any affiliated entity of Subscriber; and `
or other laws. Rubicon retains all copyrights, trademarks, patents and any entity that is owned, leased , managed, franchised, or represented by
other intellectual property rights in and to the Services and all Subscriber. I,
modifications thereof, whether or not made at the request, suggestion I . In no event shall either party be liable for any failure or delay in
or direction of Subscriber or with the assistance of Subscriber. performance due to causes or circumstances beyond its reasonable
d . This Agreement does not constitute and shall not be construed as control and without its fault or negligence (including, but not limited to,
constituting a partnership or joint venture between Rubicon and Acts of God, acts of the public enemy, acts of the United States of
Subscriber. Neither party shall have the right to obligate or bind the America, or any state, territory or political division of the United States
other party in any manner whatsoever. Nothing herein contained shall of America, or of the District of Columbia, fires, floods, or other
give, or is intended to give, any rights of any kind to any third persons, natural disaster, communication line failures, and/or freight embargoes) .
The party claiming such a failure or delay must promptly notify in
e. A party's failure at any time to enforce any of the provisions of this writing the other party of such failure or delay.
Agreement or any right with respect thereto, 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 shall not preclude or prejudice the exercise thereafter of
the same or other rights under this Agreement.
'i
MV06201 I USD MarketVision Subscription Agreement
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