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MARKETVISION® SUBSCRIPTION AGREEMENT
<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
<br /> Agreement.
<br /> I . DEFINITIONS and interest (including all copyrights and other intellectual property rights) in the
<br /> "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
<br /> hotels. or its third party suppliers. Neither Subscriber nor any Authorized User: (i) may
<br /> publish, broadcast; sell or otherwise redistribute Services or Materials for any purpose
<br /> "Go Live Date" — means the first date Rubicon will deliver MarketVision Services including any commercial purpose, including without limitation resale or preparing
<br /> 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
<br /> "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
<br /> 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)
<br /> other representations containing competitive price information gathered by Rubicon may remove or obscure the copyright notice or other notices contained in the
<br /> 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
<br /> Subscribers' selection made in the MarketVision Price Position Exhibit attached for any unlawful purpose.
<br /> hereto. 3 . SERVICES AND OPERATIONS
<br /> "MarketVision Channel Position" — means one or more of the reports, Subscriber is responsible for acquiring and maintaining all equipment, computers,
<br /> documents, online html displays, comma separated (csv) files, Microsoft Excel software and communications services (such as internet access) relating to the access
<br /> spreadsheets and/or other representations containing information related to the and use of the Services, and for all expenses relating thereto (plus applicable taxes).
<br /> positioning of Subscriber and Subscribers competitors within travel distribution
<br /> 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
<br /> accordance with the Subscribers' selection made in the MarketVision Channel aspect or feature of the Services, including but not limited to its content, functionality
<br /> Position Exhibit attached hereto. or hours of availability, the equipment needed for its access or use, or Subscriber's
<br /> "MarketVision DataXchange Interface" - means one or more interfaces pricing. Rubicon reserves the right; at any time, to change the terms of this Agreement
<br /> 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
<br /> and are supported by Rubicon. (30) days after notice of the change is published. Any use of the Services by Subscriber
<br /> after such changes go into effect shall constitute Subscribers acceptance of this
<br /> "MarketVision Demand Position" — means one or more of the reports, Agreement as modified. If Subscriber notifies Rubicon within thirty (30) days after
<br /> 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
<br /> 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
<br /> 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
<br /> 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
<br /> accordance with the Subscribers' selection made in MarketVision Demand Position date of termination.
<br /> Exhibit attached hereto. Rubicon intends to make the Services available to the Subscriber 24 hours a day, 7
<br /> "MaricetVision Destination Insights" — means one or more of the reports, days a week. However, Rubicon reserves the right to suspend Services at any time,
<br /> documents, online html displays, comma separated (csv) , files, Microsoft Excel for scheduled or unscheduled maintenance. Rubicon agrees, when reasonably
<br /> spreadsheets and/or other representations containing information related to future practicable, to provide Subscriber at least 48 hours prior notice of any scheduled
<br /> and historical demand by market which is gathered by Rubicon and made available to maintenance.
<br /> 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
<br /> MarketVision Destination Insights Exhibit attached hereto. technical support and other program usage assistance in connection with the Services.
<br /> " Price Position Rate Shop" — means a single request from a booking source for
<br /> a hotel, arrival date, length of stay and number of guests. 4. OTHER SUBSCRIBER OBLIGATIONS
<br /> "Channel Position Hotel Shop" — means a single request from a booking source Under this Agreement Subscriber agrees: (i) that the information obtained through
<br /> 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
<br /> of its hotel(s), and Subscriber will not share such information, in any form whatsoever,
<br /> "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
<br /> source for an origin guests
<br /> and
<br /> n code destination airport/city code, arrival date length Subscriber may share such information with any third party owners of hotels
<br /> of stay, number of guests and number of web pages. operated or managed by Subscriber or its affiliates), (ii) to promptly notify Rubicon of
<br /> "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
<br /> Shops and Channel Position Package Shops. business that appear to reflect an improper use of the Services or the data contained
<br /> "Rate Shop Pool " — means the total number of Price Position Rate Shops, Channel in the Services.
<br /> Position Hotel Rate Shops and Channel Position Package Rate Shops that are 5 . ACCESS PROCEDURES
<br /> allocated to Subscriber each month based upon the subscription selections made by
<br /> Subscriber on the MarketVision Price Position Exhibit and MarketVision Channel Subscriber agrees to complywith Rubicon's web site access procedures and practices
<br /> Position Exhibit attached hereto. (including, without limitation, security measures and notification requirements
<br /> ('Access Procedures") as in effect on the date of this subscription and as may be
<br /> "Report Catalog" — means MarketVision Demand Position Reports that are supplemented or modified by Rubicon from time to time. Rubicon will provide
<br /> offered by Rubicon to the Subscriber's brand of hotels. Subscriber in writing or publish notice of such changes in Access Procedures on its
<br /> "Services" or "MarketVision Services" — means collectively one or more of internet site (www.mvrateshop.com) at least thirty (30) days prior to such changes
<br /> 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
<br /> Channel Position (iii), MarketVision Agency Position, (iv) MarketVision Demand material adverse affect on Subscriber's use of the Services; provided that Rubicon may
<br /> Position, (v) MarketVision Destination Insights or (vi) MarketVision DataXchange and immediately modify any Access Procedures upon written notice to Subscriber if
<br /> the Materials that are the output of the Services. Rubicon determines that such change is necessary to maintain the security of the
<br /> 2. PERMITTED USES AND RESTRICTIONS ON USE Services.
<br /> 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
<br /> 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
<br /> 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
<br /> 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
<br /> information and output retrieved from the Services ("Materials") using the event of any conduct, which, in Rubicon's judgment; interferes with the operation or
<br /> MarketVision interface; (b) the right to obtain a printout of Materials via printing
<br /> use of the Services (e.g., excessive usage of the Services that disrupts the use of the
<br /> commands of the Services and to create one or more printouts of Materials Services by other users),
<br /> downloaded via downloading commands of the MarketVision interface (collectively Termination of this Agreement automatically terminates Subscriber's, and accordingly
<br /> "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
<br /> 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
<br /> 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
<br /> internal use, the reports generated using the MarketVision interface. Subscriber may equitable relief.
<br /> 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
<br /> whatsoever, with any third party or the general public. Subscriber and its Authorized Users, and Subscriber shall take reasonable steps to
<br /> 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
<br /> 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.
<br /> trade secret, trade name, trademark and/or other proprietary rights. All right; title,
<br /> MV06201 I USD MarketVision Subscription Agreement
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