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<br /> MARKETVISION® SUBSCRIPTION AGREEMENT i.
<br /> TERMS AND CONDITIONS
<br /> 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
<br /> 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
<br /> 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
<br /> Agreement.
<br /> DEFINITIONS Modification or use of Services or Materials for any purpose or in any manner other
<br /> "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,
<br /> competitor hotels. trade secret, trade name, trademark and/or other proprietary rights. All right, title, I:
<br /> and interest (including all copyrights and other intellectual property rights) in the
<br /> "Go Live Date" — means the first date Rubicon will deliver MarketVision Services
<br /> Services and Materials (in both print and machine-readable forms) belong to
<br /> 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)
<br /> "MarketVision Price Position" — means one or more of the reports, may publish, broadcast, sell or otherwise redistribute Services or Materials for any
<br /> documents, online html displays, comma separated (csv) files, Microsoft Excel purpose including any commercial purpose, including without limitation resale or
<br /> spreadsheets and/or other representations containing competitive price information preparing databases of the Material for use by third parties; (ii) acquires any k
<br /> 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
<br /> accordance with the Subscribers' selection made in the MarketVision Price Position Services or Materials retrieved from the Services in any fashion except as expressly
<br /> Exhibit attached hereto, authorized herein; (iv) may remove or obscure the copyright notice or other
<br /> "MarketVision Channel Position" — means one or more of the reports, notices contained in the Services or Materials; or (v) may use information included
<br /> documents, online html displays, comma separated (csv) files, Microsoft Excel in the Services or Materials for any unlawful purpose.
<br /> spreadsheets and/or other representations containing information related to the 3 . SERVICES AND OPERATIONS
<br /> positioning of Subscriber and Subscriber's competitors within travel distribution
<br /> Subscriber is responsible for acquiring and maintaining all equipment, computers,
<br /> channels gathered by Rubicon and made available to Subscriber within the Services
<br /> in accordance with the Subscribers' selection made in the MarketVision Channel software and communications services (such as Internet access) relating to the
<br /> Position Exhibit attached hereto. access and use of the Services, and for all expenses relating thereto (plus applicable
<br /> taxes). [ '
<br /> "MarketVision DataXchange Interface" - means one or more interfaces
<br /> 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
<br /> aspect or feature of the Services, including but not limited to its content
<br /> and are supported by Rubicon,
<br /> functionality or hours of availability, the equipment needed for its access or use, or
<br /> "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
<br /> documents, online html displays, comma separated (csv) files, Microsoft Excel this Agreement by written notification to Subscriber. Such change shall go into effect
<br /> 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
<br /> 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
<br /> 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
<br /> accordance with the Subscribers' selection made in MarketVision Demand Position thirty (30) days after notice of a change in terms is published of Subscribers
<br /> Exhibit attached hereto, objection to such change then this Agreement will terminate at the end of the then
<br /> "MarketVision Destination Insights" — means one or more of the reports, current month and Rubicon will have no further liability to Subscriber and
<br /> documents, online html displays, comma separated (csv) files, Microsoft Excel Subscriber will have no liability to Rubicon for payment of future fees. Subscriber will
<br /> spreadsheets and/or other representations containing information related to future remain liable for fees accruing prior to the date of termination.
<br /> 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
<br /> 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,
<br /> made in MarketVision Destination Insights Exhibit attached hereto, for scheduled or unscheduled maintenance. Rubicon agrees, when reasonably
<br /> "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
<br /> a hotel, arrival date, length of stay and number of guests. maintenance.
<br /> "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
<br /> 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
<br /> web pages. the Services.
<br /> "Channel Position Package Shop" — means a single request from a booking 4. OTHER SUBSCRIBER OBLIGATIONS
<br /> source for an origin airport/city code, destination airport/city code, arrival date, Under this Agreement Subscriber agrees: (i) that the information obtained through
<br /> 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
<br /> "Channel Position Rate Shop" — means collectively Channel Position Hotel operations of its hotel(s), and Subscriber will not share such information, in any
<br /> Shops and Channel Position Package Shops. form whatsoever, with any third parties or any entity in the hotel industry
<br /> "Rate Shop Pool" — means the total number of Price Position Rate Shops, (provided, however, that Subscriber may share such information with any third
<br /> 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
<br /> 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
<br /> 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
<br /> Channel Position Exhibit attached hereto. Services or the data contained in the Services.
<br /> "Report Catalog" — means MarketVision Demand Position Reports that are S . ACCESS PROCEDURES
<br /> offered by Rubicon to the Subscriber's brand of hotels. E
<br /> Subscriber agrees to comply with Rubicon's web site access procedures and
<br /> "Services" or "MarketVision Services" — means collectively one or more of practices (including, without limitation, security measures and notification
<br /> the following MarketVision solutions: (i) MarketVision Price Position, (ii) requirements ("Access Procedures") as in effect on the date of this subscription and
<br /> MarketVision Channel Position (iii), MarketVision Agency Position, (iv) MarketVision as may be supplemented or modified by Rubicon from time to time. Rubicon will
<br /> Demand Position, (v) MarketVision Destination Insights or (vi) MarketVision provide Subscriber in writing or publish notice of such changes in Access
<br /> DataXchange and the Materials that are the output of the Services. Procedures on its Internet site (vww.mvrateshop.com) at least thirty (30) days
<br /> prior to such changes going into effect if Rubicon believes that a thane in Access
<br /> L . PERMITTED USES AND RESTRICTIONS ON USE P g g g g
<br /> 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;
<br /> provided that Rubicon may immediately modify any Access Procedures upon
<br /> granted a limited, non-exclusive, non-transferable license to access and use for its r
<br /> 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
<br /> as defined in Section S. This license consists of: (a) the right to electronically display maintain the security of the Services.
<br /> 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
<br /> 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
<br /> 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
<br /> downloaded via downloading commands of the MarketVision interface (collectively shall have the right to immediately terminate Subscribers access to or use of the
<br /> "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
<br /> 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
<br /> commands of the MarketVision interface and store in machine-readable form, for disrupts the use of the Services by other users).
<br /> internal use, the reports generated using the MarketVision interface. Subscriber may Termination of this Agreement automatically terminates Subscriber's, and
<br /> not; under any condition, publish, share or distribute Materials, in any manner accordingly any Authorized Users, license and authorization to use or access
<br /> whatsoever, with any third party or the general public. Services and any content or other material contained therein. Rubicon is entitled to
<br /> MV06201 I USD MarketVision Subscription Agreement
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