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DocuSign Envelope ID: E7140778-E18A-40013-13797-39021`3601 133A
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<br /> Destination Client Standard Terms and Conditions
<br /> In consideration of the mutual promises contained herein and for other good and valuable consideration,the receipt and sufficiency of which are
<br /> hereby acknowledged,STIR, Inc.and the licensee identified elsewhere in this Agreement("Licensee")agree as follows:
<br /> 1. LICENSE
<br /> 1.1 Definitions. RESULTS OF USE THEREOF.WITHOUT LIMITING THE FOREGOING,STIR DOES NOT
<br /> (a) "Agreement"means:these Standard Terms and Conditions;any additional terms WARRANT THAT THE LICENSED MATERIALS,THE SERVICES PROVIDED OR THE
<br /> specifically set out in writing in the document(s)(if any)to which these Standard Terms USE THEREOF ARE OR WILL BE ACCURATE,ERROR-FREE OR UNINTERRUPTED.
<br /> and Conditions are attached or in which they are incorporated by reference,and, if STIR MAKES NO IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY
<br /> applicable,any additional terms specifically set out in writing in any Schedule or Exhibit IMPLIED WARRANTY OF MERCHANTABILITY,NONINFRINGEMENT OR FITNESS FOR
<br /> attached hereto, ANY PARTICULAR PURPOSE OR ARISING BY USAGE OF TRADE, COURSE OF
<br /> DEALING,COURSE OF PERFORMANCE OR OTHERWISE.
<br /> (b) "Licensed Materials'means any newsletter,report,database,survey,or other similar
<br /> resource,and all lodging industry data contained therein,which has been created by STIR 2.2 Disclaimers. TO THE EXTENT PERMITTED BY APPLICABLE LAW STIR SHALL
<br /> and provided to Licensee hereunder. HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT
<br /> OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR
<br /> 1.2 Grant of License.Subject to the terms and conditions of this Agreement,and except as PUNITIVE DAMAGES EVEN IF STIR HAS BEEN ADVISED OF THE POSSIBILITY OF
<br /> may be expressly permitted or limited elsewhere in this Agreement,STIR hereby grants to SUCH DAMAGES. FURTHERMORE,STIR SHALL HAVE NO LIABILITY WHATSOEVER
<br /> Licensee a non-exclusive, non-transferable,indivisible, non-sublicensable license to use, FOR ANY CLAIM RELATING IN ANY WAY TO(i)ANY DECISION MADE OR ACTION
<br /> copy, manipulate and extract data from the Licensed Materials for its own INTERNAL TAKEN BY LICENSEE IN RELIANCE UPON THE LICENSED MATERIALS.
<br /> business purposes only,with the exception of the External Sharing Rights in section 1.3.
<br /> 2.3 Limitation of Liability.TO THE EXTENT PERMITTED BY APPLICABLE LAW STR'S
<br /> 1.3 External Sharing Rights. TOTAL LIABILITY TO LICENSEE FOR ANY REASON AND UPON ANY CAUSE OF
<br /> ACTION INCLUDING WITHOUT LIMITATION, INFRINGEMENT, BREACH OF
<br /> CONTRACT,NEGLIGENCE,STRICT LIABILITY,MISREPRESENTATIONS,AND OTHER
<br /> (a)Licensee may share data for the current month,and year-to-date,for Licensee's local TORTS,SHALL BE LIMITED TO ALL FEES PAID TO STIR BY THE LICENSEE DURING
<br /> area, with Licensee's Stakeholders. "Stakeholders' means board members, local THE TWELVE MONTH PERIOD PRECEDING THE DATE ON WHICH SUCH CAUSE OF
<br /> hoteliers,restaurants,attractions,and media in Licensee's local geographic area.Data ACTION FIRST AROSE.
<br /> may be shared on Licensee's website,in a newsletter,or in other regularly distributed
<br /> publications.Licensee shall update the data each month;old data shall be replaced with 3. MISCELLANEOUS
<br /> new figures for the previously reported month. For example,published data showing
<br /> performance for the month of October,as well as year-to-date performance during the 3.1 Term.Either party may terminate this Agreement at any time with thirty(30)days written
<br /> same time period,would be replaced with data showing same figures for the month of notice to the other party
<br /> November.Licensee shall NOT archive the old data or otherwise make it available to the 3.2 Obligations upon Termination.Within thirty(30)days of the termination or expiration
<br /> public once it has been removed from the website. of this Agreement for any reason,Licensee shall cease all use of the Licensed Materials and
<br /> (b)If Licensee shares any STIR Data in any form,STIR must be clearly and conspicuously shall return or destroy,at STR's option,all copies of the Licensed Materials and all other
<br /> identified as the source of such data by means of the following notation: SOURCE:STIR, information relating thereto in Licensee's possession or control as of such date. This
<br /> INC. REPUBLICATION OR OTHER RE-USE OF THIS DATA WITHOUT THE provision shall survive indefinitely the expiration or termination of this Agreement for any
<br /> EXPRESS WRITTEN PERMISSION OF STIR IS STRICTLY PROHIBITED.The notation reason.
<br /> shall appear immediately below or in conjunction with any and all graphs,charts or tables 3.3 Governing Law;Jurisdiction and Venue.This Agreement shall be governed by the
<br /> derived from STIR Data. Licensee shall be responsible for any breach of the foregoing substantive laws of the State of North Carolina,without regard to its or any other jurisdiction's
<br /> prohibition by any person or organization that receives STIR Data from Licensee. If laws governing conflicts of law.Action from or relating to this Agreement shall be brought
<br /> Licensee wishes to share additional data,or share data with other recipients,Licensee only in the federal or state courts having jurisdiction in North Carolina.The parties also
<br /> must execute a Republication Rights Agreement. expressly waive any objections to venue.
<br /> (c)Licensee acknowledges,understands and agrees that the STIR Data is proprietary to 3.4 Assignment.Licensee is prohibited from assigning this Agreement or delegating any of
<br /> STIR. Prior to using local market report data in its publications,advertising or marketing its duties under this Agreement without the prior written consent of STIR.
<br /> efforts as authorized above,Licensee agrees to provide STIR with a copy of the proposed
<br /> publication masthead, advertisement, or marketing plan in form and substance 3.5 Independent Relationship. The relationship between the parties is that of an
<br /> acceptable to STIR.Copies of all publications,whether they be electronic or hard copy, independent contractor. Nothing in this agreement shall be deemed to create an
<br /> containing STIR data must be emailed to destininfo@str.com. STIR and Licensee further employer/employee,principal/agent,partnership or joint venture relationship.
<br /> agree that STIR has the right to amend or change the masthead,advertisement,marketing 3.6 Notices.All notices required or permitted to be given hereunder shall be in writing and
<br /> plan or other materials to the extent STIR believes is reasonably necessary to comply with shall be deemed given i when delivered in person,at the time of such delivery;the terms and conditions hereof. 9 ) P d,o when
<br /> delivered by facsimile transmission ore-mail,at the time of transmission(provided,however,
<br /> 1.4 Copies.Except as may be expressly permitted or limited elsewhere in this Agreement, that notice delivered by facsimile transmission shall only be effective if such notice is also
<br /> Licensee may make and maintain no more than two(2)copies of any Licensed Materials. delivered by hand or deposited in the mail,postage prepaid,registered,certified or express
<br /> mail or by courier service within two (2) business days after its delivery by facsimile
<br /> 1.5 No Service Bureau Use.Except as may be expressly permitted or limited elsewhere in transmission);III)when delivered by a courier service or by express mail,at the time of
<br /> this Agreement,Licensee is prohibited from using the Licensed Materials in any way in receipt;or iv)five(5)business days after being deposited in the mail, postage prepaid,
<br /> connection with any service bureau or similar services. "Service bureau" means the registered or certified mail,addressed(in any such case)to the addresses listed on the first
<br /> processing of input data that is supplied by one or more third parties and the generation of page of this Agreement or to such other address as either party may notify the other in writing.
<br /> output data(in the form of reports,charts,graphs or other pictorial representations,or the
<br /> like)that is sold or licensed to any third parties. 3.7 Waiver.No waiver of any breach of this Agreement will be deemed to constitute a waiver
<br /> of any subsequent breach of the same or any other provision.
<br /> 1.6 No Distribution to Third Parties.Except as may be expressly permitted or limited in
<br /> this Agreement,Licensee is prohibited from distributing,republishing or otherwise making 3.8 Entire Agreement.This Agreement constitutes the entire agreement of the parties with
<br /> the Licensed Materials or any part thereof(including any excerpts of the data and any respect to its subject matter, superseding in all respects any and all prior proposals,
<br /> manipulations of the data)available in any form whatsoever to any third party,other than negotiations,understandings and other agreements,oral or written,between the parties,with
<br /> Licensee's accountants,attorneys or other professional advisors who are bound by a duty of the exception of the www.str.com Terms of Use and Privacy Policy.
<br /> confidentiality not to disclose such information. 3.9 Amendment.This Agreement may be amended only by the written agreement of both
<br /> 1.7 Reservation of Rights. Licensee has no rights in connection with the Licensed parties.
<br /> Materials other than those rights expressly enumerated in the Agreement. All rights to the 3.10 Recovery of Litigation Costs.If any legal action or other proceeding is brought for
<br /> Licensed Materials not expressly enumerated herein are reserved to STIR. the enforcement of this Agreement,or because of an alleged dispute,breach,default or
<br /> 1.8 Security and Confidentiality. Except as may be expressly permitted or limited in misrepresentation in connection with any of the provisions of this Agreement,the successful
<br /> elsewhere in this Agreement, Licensee agrees that the Licensed Materials contain or prevailing party or parties shall be entitled to recover reasonable attorneys'fees and other
<br /> confidential information and that it will distribute Licensed Materials only to those officers, costs incurred in that action or proceeding,in addition to any other relief to which it or they
<br /> directors, employees, agents, affiliates or subsidiaries who have a need to know such may be entitled.
<br /> information or who have a right to access such information under applicable law. Licensee 3.11 Notice of Unauthorized Access. Licensee shall notify STIR immediately upon
<br /> shall use commercially reasonable efforts to protect against unauthorized access to and to Licensee's becoming aware of any facts indicating that a third party may have obtained or
<br /> maintain the confidentiality of Licensed Materials.This provision shall survive indefinitely the may be about to obtain unauthorized access to the Licensed Materials, and shall fully
<br /> termination of this agreement. cooperate with STIR in its efforts to mitigate the damages caused by any such breach or
<br /> 2. DISCLAIMERS AND LIMITATIONS OF LIABILITY potential breach.
<br /> 2.1 Disclaimer of Warranties.THE LICENSED MATERIALS ARE PROVIDED TO THE 3.12 Conflicting Provisions.In the event that any provision of these Standard Terms and
<br /> LICENSEE ON AN "AS IS" AND "AS AVAILABLE" BASIS. STIR MAKES NO Conditions directly conflicts with any other provision of the Agreement,the conflicting terms
<br /> REPRESENTATIONS OR WARRANTIES OF ANY KIND,EXPRESS OR IMPLIED,WITH of such other provision shall control.
<br /> RESPECT TO THE LICENSED MATERIALS,THE SERVICES PROVIDED OR THE 3.13 Remedies.In addition to any other rights or remedies that either party may have under
<br /> applicable law for material breach of this Agreement,in the event of any material breach of
<br /> STIR Corporate Headquarters
<br /> 735 East Main Street,Hendersonville,TN 37075 USA
<br /> T:+1(615)824 8664 www.str.com
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