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MARKETVISION® SUBSCRIPTION AGREEMENT
REGISTRATION PAGE
This MarketVision Subscription Agreement ("Agreement") is made this ay of D - , (" 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
orporation having its principal place of business as provided
below (" Subscriber") . This Agreement describes th terms and c ditions 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 Named j Email Address
Hotel Name Hotel Code
all
vStreet Address SL
City State Zip/Postcode _... j . Country
Phone Numbe Fax Number . Management Company Name
Currency on Repo US BP, etc) Go Live Date for MarlcetVision Services (enter date desired for first reports or ASAP)
BILLING INFORMATION (IF DIFFERENT FROM ABOVE)
Billing Contact Email Address
Billing Company Name
Billing Company Street Address
City State Zip/Postcode Country
Phone Number 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.
CONFIGURATION FEES (ONE TIME CHARGES)
One Time Configuration Fees Due with first Invoice $
ANNUAL SUBSCRIPTION FEES
Selected (✓) MarketVision Services Annual Subscription Fee Due
MarketVision Destination Insights $
Annual Subscription Fee Sub-Total $
Adjustments (to be entered by Rubicon) $
Total Annual Subscription Fees Due $
❑ I prefer to pay quarterly and agree to pay an annual finance charge equal to 2 .5 % of the total Subscription Fee.
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❑ I already subscribe to MarketVision, please add the above MarketVision Services to my account
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OTHER TERMS RELATED TO CONFIGURATION FEES AND SUBSCRIPTION FEES
NONE
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IN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the last date set forth below an ch Party warrants that its respective signatory
whose signature appears below is duly authorized by all necessary and appropriate corporate action ecute th' s reement on behalf of such Party. Subscriber
acknowledges that it has read and understands this Agreement, and agrees to all terms and conditions tat herein a d ttached
Rubicon Subscriber
By By
Name (printed) Name (print Ali
'--�Title Title "
Date Date t�� l
PLEASE FAX THIS ENTIRE AGREEMENT WITH ALL EXHIBITS TO ) ULIO GUERRERO AT IGUERREROa.TRAVELCLICK. COM
(321 ) 765 -8388 OFFICE & (407) 540-9433 FAX
Rubicon by TravelClicic
101 Marietta Street . Suite 3525 . Atlanta, GA 30303 . 6780553 * 1940 , 678 ,623 .5733 Fax
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
12 $4,000 0 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
published list of market competitive sets.
6 $ 3 ,000 0Select (✓) the Destination Insights Reports and markets desired from the list on the next page.
3 $2,000 0 Please indicate (✓) the number of Reports and Fee Level desired from the table on left.
2 $ 1 , 600 0
I $ 1 ,200 0
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 0 of markets to be reported .
9 $4,200 0 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 0 validity rules.
3 $2,600 0 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 0
1 $ 1 ,800
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.
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)
I 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
Vi
Select
Name ` ) 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 120-day horizon. Any overlap
Report into a month beyond 120 days will be reported for the entire additional month.
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
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, showing the variance % to last year. Compares the recent 28-day pace of demand to the
Report same 28-day period last year.
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.
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 Summarizes the distribution of market transient bookings across channels, including Room Nights, ADR and
7 Channel History Q RevPAR metrics. Provides actual performance for a trailing 12-month horizon and variance % to the prior year.
Report
MarketVision OTA
Summarizes the distribution of market transient bookings across Online Travel Agency channels, including Room
8 Channel History Q Night and ADR metrics. Provides actual performance for a trailing 12-month horizon.
Report
MarlcetVision OTA Details the daily distribution of market transient bookings across Online Travel Agency channels,
9 Channel Detail Q 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 &week horizon. Any overlap into a
Summary Report week beyond 8 weeks will be reported for the entire additional week
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.
MarketVision Details the daily market performance of transient bookings by individual transient segment, including
2 Transient Segment Q
Detail Occupancy and ADR metrics. Provides actual performance for a future 120-day horizon .
MV06201 I USD MarketVision Subscription Agreement
MARKETVISION® SUBSCRIPTION AGREEMENT
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
Agreement.
I . DEFINITIONS and interest (including all copyrights and other intellectual property rights) in the
"Competitive Set" — means the Subscriber's hotel plus up to seven (7) competitor Services and Materials (in both print and machine-readable forms) belong to Rubicon
hotels. or its third party suppliers. Neither Subscriber nor any Authorized User: (i) may
publish, broadcast; sell or otherwise redistribute Services or Materials for any purpose
"Go Live Date" — means the first date Rubicon will deliver MarketVision Services including any commercial purpose, including without limitation resale or preparing
to Subscriber and the due date for Subscriber's first invoice from Rubicon. databases of the Material for use by third parties; (ii) acquires any proprietary interest
"MarketVision Price Position" — means one or more of the reports, documents, in the Services, Materials, or copies thereof; (iii) may use the Services or Materials
online html displays, comma separated (csv) files, Microsoft Excel spreadsheets and/or retrieved from the Services in any fashion except as expressly authorized herein; (iv)
other representations containing competitive price information gathered by Rubicon may remove or obscure the copyright notice or other notices contained in the
and made available to Subscriber within the Services in accordance with the Services or Materials; or (v) may use information included in the Services or Materials
Subscribers' selection made in the MarketVision Price Position Exhibit attached for any unlawful purpose.
hereto. 3 . SERVICES AND OPERATIONS
"MarketVision Channel Position" — means one or more of the reports, Subscriber is responsible for acquiring and maintaining all equipment, computers,
documents, online html displays, comma separated (csv) files, Microsoft Excel software and communications services (such as internet access) relating to the access
spreadsheets and/or other representations containing information related to the and use of the Services, and for all expenses relating thereto (plus applicable taxes).
positioning of Subscriber and Subscribers competitors within travel distribution
channels gathered by Rubicon and made available to Subscriber within the Services in Rubicon has the right at any time and for any reason to modify or discontinue any
accordance with the Subscribers' selection made in the MarketVision Channel aspect or feature of the Services, including but not limited to its content, functionality
Position Exhibit attached hereto. or hours of availability, the equipment needed for its access or use, or Subscriber's
"MarketVision DataXchange Interface" - means one or more interfaces pricing. Rubicon reserves the right; at any time, to change the terms of this Agreement
between MarketVision Services and third party systems which have been developed by written notification to Subscriber. Such change shall go into effect at least thirty
and are supported by Rubicon. (30) days after notice of the change is published. Any use of the Services by Subscriber
after such changes go into effect shall constitute Subscribers acceptance of this
"MarketVision Demand Position" — means one or more of the reports, Agreement as modified. If Subscriber notifies Rubicon within thirty (30) days after
documents, online html displays, comma separated (csv) files, Microsoft Excel notice of a change in terms is published of Subscriber's objection to such change then
spreadsheets and/or other representations containing information related to future this Agreement will terminate at the end of the then current month and Rubicon will
and historical demand for Subscriber and aggregate of Subscriber's Competitive Set have no further liability to Subscriber and Subscriber will have no liability to Rubicon
which is gathered by Rubicon and made available to Subscriber within the Services in for payment of future fees. Subscriber will remain liable for fees accruing prior to the
accordance with the Subscribers' selection made in MarketVision Demand Position date of termination.
Exhibit attached hereto. Rubicon intends to make the Services available to the Subscriber 24 hours a day, 7
"MaricetVision Destination Insights" — means one or more of the reports, days a week. However, Rubicon reserves the right to suspend Services at any time,
documents, online html displays, comma separated (csv) , files, Microsoft Excel for scheduled or unscheduled maintenance. Rubicon agrees, when reasonably
spreadsheets and/or other representations containing information related to future practicable, to provide Subscriber at least 48 hours prior notice of any scheduled
and historical demand by market which is gathered by Rubicon and made available to maintenance.
Subscriber within the Services in accordance with the Subscribers' selection made in Rubicon uses a variety of methods (e.g., online help, email, fax and phone) to provide
MarketVision Destination Insights Exhibit attached hereto. technical support and other program usage assistance in connection with the Services.
" Price Position Rate Shop" — means a single request from a booking source for
a hotel, arrival date, length of stay and number of guests. 4. OTHER SUBSCRIBER OBLIGATIONS
"Channel Position Hotel Shop" — means a single request from a booking source Under this Agreement Subscriber agrees: (i) that the information obtained through
for a keyword, arrival date, 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 operations
of its hotel(s), and Subscriber will not share such information, in any form whatsoever,
"Channel Position Paclrage Shop" — means a single request from a booking with any third parties or any entity in the hotel industry (provided, however, that
source for an origin guests
and
n code destination airport/city code, arrival date length Subscriber may share such information with any third party owners of hotels
of stay, number of guests and number of web pages. operated or managed by Subscriber or its affiliates), (ii) to promptly notify Rubicon of
"Channel Position Rate Shop" — means collectively Channel Position Hotel any use of the Services or pricing trends that it detects in the normal course of
Shops and Channel Position Package Shops. business that appear to reflect an improper use of the Services or the data contained
"Rate Shop Pool " — means the total number of Price Position Rate Shops, Channel in the Services.
Position Hotel Rate Shops and Channel Position Package Rate Shops that are 5 . ACCESS PROCEDURES
allocated to Subscriber each month based upon the subscription selections made by
Subscriber on the MarketVision Price Position Exhibit and MarketVision Channel Subscriber agrees to complywith Rubicon's web site access procedures and practices
Position Exhibit attached hereto. (including, without limitation, security measures and notification requirements
('Access Procedures") as in effect on the date of this subscription and as may be
"Report Catalog" — means MarketVision Demand Position Reports that are supplemented or modified by Rubicon from time to time. Rubicon will provide
offered by Rubicon to the Subscriber's brand of hotels. Subscriber in writing or publish notice of such changes in Access Procedures on its
"Services" or "MarketVision Services" — means collectively one or more of internet site (www.mvrateshop.com) at least thirty (30) days prior to such changes
the following MarketVision solutions: (i) MarketVision Price Position, (ii) MarketVision going into effect if Rubicon believes that a change in Access Procedures may have a
Channel Position (iii), MarketVision Agency Position, (iv) MarketVision Demand material adverse affect on Subscriber's use of the Services; provided that Rubicon may
Position, (v) MarketVision Destination Insights or (vi) MarketVision DataXchange and immediately modify any Access Procedures upon written notice to Subscriber if
the Materials that are the output of the Services. Rubicon determines that such change is necessary to maintain the security of the
2. PERMITTED USES AND RESTRICTIONS ON USE Services.
Subject to this Agreement, Subscriber, by and through its Authorized Users, is granted Rubicon reserves the right to deny or revoke any right of access to the Services if the
a limited, non-exclusive, non-transferable license to access and use for its internal person having access has violated any of the Access Procedures or if Rubicon has
purposes only the Services in accord with Rubicon's "Access Procedures", as defined reason to believe that a person mayviolate the Access Procedures. Rubicon shall have
in Section 5. This license consists of: (a) the right to electronically display the the right to immediately terminate Subscriber's access to or use of the Services in the
information and output retrieved from the Services ("Materials") using the event of any conduct, which, in Rubicon's judgment; interferes with the operation or
MarketVision interface; (b) the right to obtain a printout of Materials via printing
use of the Services (e.g., excessive usage of the Services that disrupts the use of the
commands of the Services and to create one or more printouts of Materials Services by other users),
downloaded via downloading commands of the MarketVision interface (collectively Termination of this Agreement automatically terminates Subscriber's, and accordingly
"Authorized Printouts") and to make copies of Authorized Printouts and distribute any Authorized User's, license and authorization to use or access Services and any
Authorized Printouts and copies; and, (c) the right to retrieve via downloading content or other material contained therein. Rubicon is entitled to enforce its rights
commands of the MarketVision interface and store in machine-readable form, for hereunder by an action for damages or for specific performance, injunctive or other
internal use, the reports generated using the MarketVision interface. Subscriber may equitable relief.
not, under any condition, publish, share or distribute Materials, in any manner Login names and passwords assigned by Rubicon are personal and confidential to each
whatsoever, with any third party or the general public. Subscriber and its Authorized Users, and Subscriber shall take reasonable steps to
Modification or use of Services or Materials for any purpose or in any manner other assure that identification names and passwords are not disclosed to or used by any
than those permitted in this Agreement is a violation of Rubicon's patent, copyright, person other than the person to whom the login and password is assigned.
trade secret, trade name, trademark and/or other proprietary rights. All right; title,
MV06201 I USD MarketVision Subscription Agreement
Neither Subscriber nor any Authorized User may attempt to access any other of cause errors in the performance of the Services. Rubicon is not responsible for any
Rubicon's systems, programs or data that are not made available for public use or for such errors and such errors will not constitute a breach of the Services Performance
use by MarketVision subscribers. warranty.
6. FEES@ PAYMENTS; TAXES Rubicon does not warrant that the Services are secure, free from bugs, interruptions,
As compensation for the Services, Subscriber must pay to Rubicon the errors, or other program limitations. Subscriber acknowledges that use of the
Subscription Fee(s) as detailed for the Services selected by Subscriber in one Internet presents certain risks relating to viruses or other harmful activities.
or more of the attached Exhibits and summarized in the Fee Schedule Subscriber (and not Rubicon) assumes such risk. All warranties given or made by
Summary on the Registration Page of this Agreement. Fees for the Services Rubicon with respect to the Services (i) are for the benefit of the Subscriber of the
may be amended by Rubicon from time to time as described in Section 3 . Services only and are not transferable, and (ii) shall be null and void if Subscriber
Unless otherwise specified in the Fee Schedule, payments will be due and breaches any terms or conditions of this Agreement
payable to Rubicon annually, in advance. Subscribers may choose to remit 9. LIMITATION OF LIABILITY AND DAMAGES
MarketVision fees on a quarterly basis by agreeing to pay a finance fee equal In the event that the Services Performance warranty or the Services Availability
to two and one-half percent (2.5%) of the Subscription Fee. warranty is breached, Subscriber must notify Rubicon of such breach within thirty
Any applicable Subscription Fee adjustments provided by Rubicon shall be (30) days of the breach. The notice must identify the date of the breach and provide
detailed in the Fee Schedule Summary on the Registration Page of this a description of the breach with sufficient detail to allow Rubicon to confirm the
Agreement. occurrence of such breach. Rubicon will have no liability for claimed breaches of which
If Subscriber requests that Rubicon provide any services other than Rubicon's Subscriber fails to provide Rubicon notice as described in this paragraph.
standard Services, then such services shall be billed by Rubicon at its then standard In the event of a breach of the Services Perfonmance warranty, Rubicon's liability shall
rates unless otherwise agreed by the parties. be limited to the lesser the amount paid by Subscriber to Rubicon during the thirty
The payment of all fees and charges to Rubicon, if applicable, may be made by wire (30) days prior to notification by Subscriber to Rubicon of such Rubicon breach, or
transfer or by check Rubicon may require payment by wire transfer in the event of the amount paid by Subscriber for the defective Services.
repeated delinquent payment or the banks dishonoring one or more checks of In the event that the Services Availability warranty is breached during three (3) or
Subscriber. All fees and charges are due within thirty (30) days of the date of Rubicon's more consecutive days in any calendar month, then for each additional day during
invoice and are non-refundable. Rubicon may, at its option, impose an interest charge which such breach occurred in such month, Subscriber will receive a credit against
on any late payments at a rate of one and one-half percent ( I %%) per month or the the fees on Subscribers next invoice equal to 1 /30h of the base monthly subscription
highest rate allowed by law, whichever is less. fees paid by the Subscriber for the month during which the availability breach
Subscriber shall pay any applicable sales, use, service, occupation, personal property, occurred.
value-added and excise taxes and other fees, assessments or taxes that may be At Rubicon's option, Rubicon may either refund any amount payable by reason of a
assessed or levied by any taxing authority against Subscribers or Subscribers warranty breach or give Subscriber credit against fees otherwise payable then or in
Authorized Users' receipt of the Services. Subscriber agrees that it shall remit to the future by Subscriber. The refund or credit of such amount shall be the sole
Rubicon for payment to the appropriate taxing authorities any sales, use, value remedy of Subscriber and the sole liability of Rubicon for a breach of the Services
added or other tax required to be collected by Rubicon from Subscriber. Performance warranty or the Services Availability warranty.
7. TERM AND TERMINATION EXCEPT FOR THE ABOVE REFUND OR CREDIT, SUBSCRIBER'S EXCLUSIVE
The term of this Agreement (the "Term") shall commence on the Go Live Date REMEDY AND THE ENTIRE LIABILITY OF RUBICON AND THE
and shall continue in full force and effect for one ( 1 ) year and thereafter on a year PARTICIPATING PARTIES FOR ANY REASON SHALL BE LIMITED TO THE
to year basis until one party gives the other written notice of termination at least AMOUNT PAID BY SUBSCRIBER FOR THE SERVICES, DURING THE
thirty (30) days prior to the end of any Term or renewal Term. PRECEDING THIRTY (30) DAY PERIOD, TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, RUBICON IS NOT LIABLE FOR ANY
This Agreement may terminate prior to the expiration of the Term at the option INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE INCIDENTAL OR
of Subscriber if Rubicon is in material breach of this Agreement and fails to cure that CONSEQUENTIAL DAMAGES (INCLUDING VVITHOUT LIMITATION,
breach within thirty (30) days after Subscriber provides Rubicon written notice of the DAMAGES FOR LOST BUSINESS, LOST DATA, LOST GOODWILL, LOST
breach. REPUTATION, LOST REVENUES, LOST PROFITS OR INVESTMENT OR THE
This Agreement may terminate prior to the expiration of the Term at the option LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF
of Rubicon or Rubicon may suspend Services by written notice to Subscriber, if WARRANTY, TORT (INCLUDING WITHOUT LIMITATION, NEGLIGENCE),
Subscriber violates or breaches any of the terms, conditions or covenants of this PRODUCTS LIABILITY OR OTHERWISE, EVEN IF RUBICON OR THE
Agreement and does not remedy such violation or breach within ten ( 10) days PARTICIPATING PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF
after written notice by Rubicon to Subscriber of such violation or breach. SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO
In the event of termination or expiration of this Agreement for any reason, any HAVE FAILED OF ITS ESSENTIAL PURPOSE,
accrued payment obligations and the provisions of Sections 8 and 9 will survive. The limitations of damages or liability set forth in this Agreement are fundamental
8. LIMITED WARRANTYAND DISCLAIMER OF WARRANTIES elements of the basis of the bargain between Rubicon and Subscriber. Subscriber
acknowledges and agrees that Rubicon would not be able to provide the Services on
Rubicon represents and warrants to Subscriber that, during the Term, (1) the Services an economic basis without such limitations,
will be provided in material conformance with the description of the Services
published by Rubicon at the time Subscriber submits its registration request to 10. MISCELLANEOUS
Rubicon or as such description may be modified by Rubicon from time to time in a. Each party agrees that all non-public information and Materials reasonably
accord with Section 2 ("Services Performance"), and (ii) Rubicon will maintain treated as confidential and disclosed by either party, whether disclosed
"Services Availability" (as described below). EXCEPT AS EXPRESSLY PROVIDED IN orally, in writing or electronically and whether marked " Confidential" or
THE PRECEDING SENTENCE, THE SERVICES ARE PROVIDED "AS-IS" AND, TO not, will be considered and referred to collectively in this Agreement as
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RUBICON AND "Confidential Information" subject to the protections of this Agreement.
ITS AFFILIATES, LICENSORS, THIRD PARTY CONTENT OR DATA PROVIDERS, Confidential Information does not include information that (i) is now or
AND SUPPLIERS (COLLECTIVELY, THE "PARTICIPATING PARTIES") DISCLAIM subsequently becomes generally available to the public through no fault
ALL OTHER REPRESENTATIONS, WARRANTIES AND CONDITIONS, or breach on the part of either party; (ii) either party can demonstrate
EXPRESS OR IMPLIED OR ARISING FROM ANY COURSE OF CONDUCT OR to have had rightfully in its possession prior to disclosure to the receiving
TRADE, REGARDING THE SERVICES AND THEIR RELATED MATERIALS, party; (iii) is independently developed by either party without the use of
INCLUDING WITHOUT LIMITATION, FITNESS FOR A PARTICULAR any Confidential Information ; or (iv) either party rightfully obtains from j
PURPOSE, ERROR FREE OPERATION, UNINTERUPTED OPERATION, a third party who has the right to transfer or disclose it. For purposes
COMPLETENESS, TITLE, QUALITY, MERCHANTABILITY AND NON-
of this Agreement, the, Services and Materials shall be deemed
INFRINGEMENT. Confidential Information.
"Services Availability" is maintained so long as Services are made available by Rubicon The parties shall not disclose, publish, or otherwise disseminate Confidential
to the Subscriber for at least 22 hours each day. Services unavailability does not Information to anyone other than those of its employees with a need to know
include (i) outages associated with scheduled maintenance; provided that Subscriber or to trusted subcontractors or advisors with a need to know and who have a
is notified of scheduled maintenance at least 48 hours in advance, (ii) Subscribers duty or obligation to maintain the confidentiality of Confidential Information,
inability to access the Services due to Subscriber's inability to access the internet, (iii) Each party shall take reasonable precautions to prevent any unauthorized use,
interruptions of service due to force majeure; or (iv) interruption in Services caused disclosure, publication, or dissemination of Confidential Information. The parties
by changes to a travel distribution channel web site. accept the Confidential Information for the sole purposes described in this
Subscriber acknowledges that changes in an internet site from which Rubicon gathers Agreement; Each party shall not use Confidential Information otherwise for its
information or the lack of availability of data provided to Rubicon by third parties may own or any third party s benefit without the prior written approval of an
MV06201 I USD MarketVision Subscription Agreement
authorized representative of the disclosing party in each instance. Upon g. No Unannounced Modifications to Signature Documents. By signing and
termination of the this Agreement, or earlier upon request if there is no delivering this Agreement and/or any schedule, exhibit, appendix,
separate license granted under this Agreement, the receiving party shall either amendment, or addendum thereto, each party will be deemed to
return the Confidential Information to the other or shall certify in writing that represent to the other that the signing party has not made any changes
such information has been destroyed. The foregoing restrictions on Confidential to such document from the final draft provided to the other party for
Information shall not apply to Confidential Information that is required to be signature unless the signing party has expressly called such changes to the
disclosed in connection with any suit, action or other dispute related to the other party's attention in writing (e.g., by "redlining" the document or by
Confidential Information, or otherwise required to be disclosed as a matter of a comment memo or email) .
law. However, upon receipt of a legal demand for the production of Confidential
Information subject to this Agreement, the parry receiving such demand shall h . Except as otherwise specifically stated herein, any terms of this Agreement
give prompt notice to the other party and shall provide such other party with that by their nature extend beyond its termination shall remain in effect until
an opportunity to object before producing the Confidential Information. fulfilled after any such termination, and shall apply to the parties' respective
successors and assigns. In the event of termination or expiration of this
Confidential Information disclosed pursuantto this Agreement shall continue to Agreement for any reason, any accrued payment obligations and the
be subject to the terms of this Agreement for a period of three (3) years from provisions of Sections 8, 9, and 10 will survive.
disclosure, or with respect to trade secrets for so long as such Confidential
Information is deemed a trade secret under applicable law. i . The employees of Rubicon are not authorized to make modifications to
this Agreement, or to make any additional representations,
b . Subscriber agrees neither it, nor its officers, employees, agents, commitments, or warranties binding on Rubicon, except in a writing
subsidiaries, assigns or other third parties over whom it has a controlling signed by an authorized officer of Rubicon . If any provision of this
interest will attempt to block by any means whatsoever Rubicon's access Agreement is invalid or unenforceable under applicable law, then it shall
to Subscriber's rate data in any GDS or Internet site or any of be, to that extent, deemed omitted and the remaining provisions will
Subscriber's competitors data in any GDS or Internet site . continue in full force and effect. The validity and performance of this
Co This Agreement sets forth Rubicon's entire liability and Subscriber' s Agreement shall be governed by Georgia, USA law (without reference to
exclusive remedy with respect to the Services, and is a complete choice of law principles) , and applicable federal law,
statement of the agreement between Subscriber and Rubicon . There are 1 . Subscriber acknowledges and agrees that the Rubicon Anti-Trust Policy
no third party beneficiaries of this Agreement. Headings are included for which may be updated from time to time ("Rubicon Anti-Trust Policy")
convenience only, and shall not be considered in interpreting this governs Rubicon's performance in connection with this Agreement. A
Agreement. This Agreement does not limit any rights that Rubicon may copy of the Rubicon Anti-Trust Policy will be provided by Rubicon to
have under trade secret, trademark, copyright, patent or other laws . Subscriber upon written request.
Rubicon retains all copyrights, trademarks, patents and other intellectual
property rights in and to the Services and all modifications thereof, I<. Subscriber agrees that any third party in possession of information
whether or not made at the request, suggestion or direction of regarding the Subscriber relevant to the MarketVision Agency Position
Subscriber or with the assistance of Subscriber. (including without limitation, Pegasus and all of their subsidiaries, affiliates
and other related parties) is authorized to provide Rubicon all
d . This Agreement does not constitute and shall not be construed as information that is now or hereafter comes into such third party's
constituting a partnership or joint venture between Rubicon and possession regarding Subscriber; any affiliated entity of Subscriber; and
Subscriber. Neither party shall have the right to obligate or bind the any entity that is owned, leased, managed, franchised, or represented by
other party in any manner whatsoever. Nothing herein contained shall Subscriber.
give, or is intended to give, any rights of any kind to any third persons.
I . In no event shall either party be liable for any failure or delay in
e. A party's failure at any time to enforce any of the provisions of this performance due to causes or circumstances beyond its reasonable
Agreement or any right with respect thereto, will not be construed to control and without its fault or negligence (including, but not limited to,
be a waiver of such provision or rights, nor to affect the validity of this Acts of God, acts of the public enemy, acts of the United States of
Agreement. The exercise by a party of any rights provided by this America, or any state, territory or political division of the United States
Agreement shall not preclude or prejudice the exercise thereafter of the of America, or of the District of Columbia, fires, floods, or other natural
same or other rights under this Agreement. disaster, communication line failures, and/or freight embargoes) . The
f. If any provision of this Agreement or the application of any provision hereof party claiming such a failure or delay must promptly notify in writing the
is held invalid, the remainder of this Agreement and the application of such other party of such failure or delay.
provision shall not be affected unless the provision held invalid shall
substantially impair the benefits of the remaining portions of this Agreement.
CPI
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MV06201 I USD MarketVision Subscription Agreement
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AC CHAPEL HILL f achotels . marriott.com
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1 ' 214 West Rosemary St, Chapel Hill
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: " " " C 123 rooms .
Brand new Mariott hotel opening Fall 2017. Located two blocks from UNC and one
block from Franklin Street restaurants and bars . Outdoor pool and firepit. The
hotel 's AC Lounge will feature a signature cocktail . Enjoy a European inspired
N breakfast in the morning or tapas and light meals in the evening at AC Kitchen .
z Stay fit in well -equipped fitness room . Meeting space available for small groups .
o . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ALOFT CHAPEL HILL aloftchapelhill .com 919. 932. 7772
1001 South Hamilton Rd, Chapel Hill
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IN� 130 rooms .
Located in the East 54 mixed- use development with shops and restaurants at the
® corner of Hamilton and Raleigh Roads . Complimentary shuttle, Lofty, Monday
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1 through Friday, 7am -7pm and catch a ride to Franklin Street, downtown Chapel
Hill . Try handcrafted cocktails by the fireplace in WXYZ lounge, billiards in re: mix
1, ::E lobby, work out in the re- charge gym and splash in the saltwater indoor pool
® . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
� V THE CAROLINA INN carolinainn . com 919. 933 .2001
V 211 Pittsboro St, Chapel Hill
Q 185 rooms, including 7 luxury suites .
Beautifully appointed guestrooms with the rich traditions of gentile southern
hospitality and the contemporary features and modern amenities guests demand
. . . . . . . in a hotel today. AAA Four Diamond property is listed on the National Register of
. . . . . . .
Historic Places . Taste authentic Carolina cuisine at the Crossroads Chapel Hill
• • • • • • • Restaurant.
CHAPEL HILL
I' chapelhilluniversityinn . com 919 . 929.2171
• • • • • • ' UNIVERSITY INN 1301 Fordham Blvd, US Hwy 15- 501 at
. . . . . . .
Ephesus Church Rd , Chapel Hill
• • • • • • • 132 rooms, including 6 suites .
. . . . . . .
Sports- experience themed hotel offers restaurant and bar, room service. Local
• • " ' • • shuttle service to UNC campus, UNC hospitals and downtown . Business center,
. . . • • • •
• • • • • • • outdoor pool, free gourmet coffee 24/7, guest laundry, gas grill and picnic area .
• � " " Also extended stay rates .
COURTYARD courtyardchapelhill .com 919. 883 . 0700
• • • • • • • ifi BY MARRIOTT1 100 Marriott Way Off NC Hwy 54 East, Chapel Hill
• • • • • • • j 169 rooms, including 36 suites .
. . 0 0 a 0 .
Minutes from the University and next to the UNC Friday Center, The Bistro is open
for breakfast and dinner. Outdoor lounge with firepit. Indoor pool , spa and fitness
• • • • • • • facility. Business center and three meeting rooms .
DAYS INN daysinn . com 919. 929.3090
. . . . . . .
1312 Fordham Blvd US Hwy 15 -501 at
So
uth Elliott Rd Chapel Hil
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• • • • • • • 51 rooms, including 3 jacuzzi suites .
King and queen size beds. Microwave ovens and fridges . Hot Tub onsite.
Complimentary continental breakfast. Award -winning property close to UNC &
UNC Hospitals.
. . . . . . . IF
DURHAM V' magnusonhotels . com 919 .23Z3131
" " • ' • i 'i SKYLAND INN 5400 US Highway 70 West
. . . . . . .
D. • • • . • , urham ( Eastern Orange County)
1 31 rooms .
Easy access to Duke University and only 12 miles from UNC. Six pet-friendly acres,
• • • • outdoor saltwater pool , a playground and picnic area along with a complimentary
• • • • • continental breakfast.
44 8880 968o 2060
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THE FRANKLIN HOTEL ;j franklinhotelnc . com 919 .442 . 9000 : . . . . . . j
tl 311 West Franklin St, Chapel Hill
�i 67 rooms, including 7 penthouse
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executive suites .
Award -winning Curio Collection by Hilton , The Franklin offers well -appointed ,
spacious guest rooms, fitness center, in - room coffee and tea , business center,
complimentary internet access and nightly turn-down service plus check-in : : : : : • : i.
refreshments . Roberts Lounge and patio serves light bar menu and beverages
daily, and a fabulous breakfast awaits at Windows Restaurant. • • ' • '
HAMPTON INN & SUITES '; chapel hi llcarrborosuites . hamptoninn . com
CHAPEL HILL/ I 919 . 969 . 6988 • ' • • • '
CARRBORO ' • " • '
370 East Main St Carrboro • • • • • • • L
142 rooms, including 56 suites .
LEED Silver certified hotel located in downtown Carrboro within walking distance
to Chapel Hill and the UNC campus . Amenities include complimentary hot
breakfast, a luxurious outdoor pool with spacious deck. Fitness facility. Connecting
ground level retail and dining , and adjacent parking deck .
HOLIDAY INN EXPRESS hlexpress .com/hillsborough 919 . 644 . 7997
JJ . . . . . . .
202 Cardinal Dr, Off South Churton St
Hillsborough • • • • • '
83 rooms, including 7 suites ,
Clean , quiet rooms . Outdoor swimming pool , fitness center, 24- hour coffee in the
I
main lobby, breakfast bar, 24- hour fax and copy services . Kids (up to age 12) free, . . .
~ plus free local calls . Near downtown historic Hillsborough . Access to 1 -40 and 1 - 85 .
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. . . . . . .
HYATT PLACE chapelhill . place . hyatt . com 1919 . 929 , 9511
CHAPEL HILL 1090 US Highway 15 - 501 , Chapel Hill
n 110 rooms ,
. . . . . . .
Chapel Hill 's newest hotel located in Southern Village features five floors and 2, 005 ; ; ; ; ; ; ;
sq ft of meeting space. Guests guests can enjoy an outdoor pool located on the • • • • • • • 1 1 !
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second level , 24- hour fitness room, and a 24- hour Coffee to Cocktails bar serving
Starbucks coffee. Close to shops, restaurants and community park.
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• • • • • • • �6 MICROTEL INN & SUITES microtelinn .com 1919 . 245 . 3102
• • • • • • ' 120 Old Dogwood St, Off South Churton St
• • • • • • • Hillsborough
. • • • • • • 1 71 rooms , including 11 suites .
; Rooms are nicely furnished with chiropracto
t r-approved mattresses . Free
, continental breakfast, laundry facilities, interior corridor and electronic locks .
N QUALITY INN rl choicehotels .com/hotels/nc694 1919 . 968 . 3000
CHAPEL HILL l 1740 Fordham Blvd US Hwy 15 - 501
f? Chapel Hill .
119 rooms .
F" Guests enjoy complimentary continental hot breakfast, an outdoor swimming �.
i pool , picnic area, exercise room, business center and the convenience of the UNC
® campus . Easy access to 1 -40 and Research Triangle Park.
1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . i . . . 4 b 4 a
RESIDENCE INN marriott .com/RDUHL 1919a933 ,4848
BY MARRIOTT i 101 Erwin Rd , off US 15 - 501
Chapel Hill
® r 108 rooms, all suites .
V a
Offers complimentary daily hot breakfast buffet, Tue Thur manager's reception
V and local shuttle service. Theater/billiard room , putting green , outdoor pool &
Q spa , fitness center, in - room dining and lobby bar. All suites have 32" LCD TVs, ME
luxurious . bedding and full kitchens .
. . . . . . . . . . . . . . . . . . . . . . . . . . . , . . , . . . . . . . . . . . . . . . . . . . . . . . . ,
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9193832561
44
; SCOTTISH INN ooro .
5303 US Hwy 70, off 1 - 85 at Exit 170
Durham
43 rooms . z
• • • • • • • Surrounded by acres of unspoiled fields and woods . Free continental breakfast
and local calls . Ideal for weekend getaways or for weekday business trips .
. . . . . . .
• • • " " SHERATON it sheratonchapelhill . com 1919 . 968 .4900
h
• • • " " 41 CHAPEL HILL HOTEL l One Europa Drive, off US Hwy 15-501
MOM
Chapel Hill
too * * * *
• 168 rooms and 4 suites .
. . . . . . .
• • • • • • • " � ��- � Complimentary in- room Starbucks, 32" to 42" flat screen televisions , Sheraton �
* * * see * Sweet Sleeper beds, fitness center, outdoor pool and sun deck. Local shuttle
. . . . . . .
• • • • • " service. Restaurant, Carolina 1663, serves contemporary Southern cuisine using
• • • • • • • local ingredients .
• • • " • ' THE S1ENA HOTEL marriott . com/RDUAK 1919 . 929 . 4000
1505 East Franklin St, near Estes Dr
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� Chapel Hill
• • • • • • • Ii 79 rooms, including 12 suites .
. . . . . . .
An Italian boutique hotel , The Siena has renovated rooms, fitness equipment,
' • • • ' • ' meeting space and public area . Home to the new look II Palio, the only AAA Four
. . . . . . .
• • • • • • • Diamond Italian Restaurant in the state and afarm-to-fork Italian delight. Hotel
Siena is an 45th Autograph Collection hotel .
• • • • • • •
2 r r
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i _ ,
Serving over 70, 000 ' people annually, the Friday Conference Center is Chapel
Hill 's only full -service conference center. Event planning specialists assist clients'
With all %aspects of an event, inclueing the Center's on- site caterer, The Center's
% 25 meeting' rooms and sunlit central atrium are% all handicap accessible, on one
level ; and can be configured in a variety of ways to suit groups of different sizes,
purposes, and technological needs Full -time media technicians are available for
technology needs, including teleconferencing and videotaping .% Most meeting
11,rooms feature built=in . sound arid' projection s%ystems, touch panel controls for
lighting, as well as assisti �e listening devices and wheelchair-accessible tables ;
The 25,000 square foot center is a premier conference facilities in the Southeast:
%
100 Friday Center Drive, Chapel Hill 1919 . 962.3000 1 fridayconferencecenter.com