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authorized representative of the disclosing party in each instance. Upon g. No Unannounced Modifications to Signature Documents. By signing and
<br /> termination of the this Agreement, or earlier upon request if there is no delivering this Agreement and/or any schedule, exhibit, appendix,
<br /> separate license granted under this Agreement, the receiving party shall either amendment, or addendum thereto, each party will be deemed to
<br /> 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
<br /> such information has been destroyed. The foregoing restrictions on Confidential to such document from the final draft provided to the other party for
<br /> Information shall not apply to Confidential Information that is required to be signature unless the signing party has expressly called such changes to the
<br /> 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
<br /> Confidential Information, or otherwise required to be disclosed as a matter of a comment memo or email) .
<br /> law. However, upon receipt of a legal demand for the production of Confidential
<br /> Information subject to this Agreement, the parry receiving such demand shall h . Except as otherwise specifically stated herein, any terms of this Agreement
<br /> 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
<br /> an opportunity to object before producing the Confidential Information. fulfilled after any such termination, and shall apply to the parties' respective
<br /> successors and assigns. In the event of termination or expiration of this
<br /> Confidential Information disclosed pursuantto this Agreement shall continue to Agreement for any reason, any accrued payment obligations and the
<br /> 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.
<br /> disclosure, or with respect to trade secrets for so long as such Confidential
<br /> Information is deemed a trade secret under applicable law. i . The employees of Rubicon are not authorized to make modifications to
<br /> this Agreement, or to make any additional representations,
<br /> b . Subscriber agrees neither it, nor its officers, employees, agents, commitments, or warranties binding on Rubicon, except in a writing
<br /> subsidiaries, assigns or other third parties over whom it has a controlling signed by an authorized officer of Rubicon . If any provision of this
<br /> interest will attempt to block by any means whatsoever Rubicon's access Agreement is invalid or unenforceable under applicable law, then it shall
<br /> 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
<br /> Subscriber's competitors data in any GDS or Internet site . continue in full force and effect. The validity and performance of this
<br /> Co This Agreement sets forth Rubicon's entire liability and Subscriber' s Agreement shall be governed by Georgia, USA law (without reference to
<br /> exclusive remedy with respect to the Services, and is a complete choice of law principles) , and applicable federal law,
<br /> statement of the agreement between Subscriber and Rubicon . There are 1 . Subscriber acknowledges and agrees that the Rubicon Anti-Trust Policy
<br /> no third party beneficiaries of this Agreement. Headings are included for which may be updated from time to time ("Rubicon Anti-Trust Policy")
<br /> convenience only, and shall not be considered in interpreting this governs Rubicon's performance in connection with this Agreement. A
<br /> Agreement. This Agreement does not limit any rights that Rubicon may copy of the Rubicon Anti-Trust Policy will be provided by Rubicon to
<br /> have under trade secret, trademark, copyright, patent or other laws . Subscriber upon written request.
<br /> Rubicon retains all copyrights, trademarks, patents and other intellectual
<br /> property rights in and to the Services and all modifications thereof, I<. Subscriber agrees that any third party in possession of information
<br /> whether or not made at the request, suggestion or direction of regarding the Subscriber relevant to the MarketVision Agency Position
<br /> Subscriber or with the assistance of Subscriber. (including without limitation, Pegasus and all of their subsidiaries, affiliates
<br /> and other related parties) is authorized to provide Rubicon all
<br /> d . This Agreement does not constitute and shall not be construed as information that is now or hereafter comes into such third party's
<br /> constituting a partnership or joint venture between Rubicon and possession regarding Subscriber; any affiliated entity of Subscriber; and
<br /> Subscriber. Neither party shall have the right to obligate or bind the any entity that is owned, leased, managed, franchised, or represented by
<br /> other party in any manner whatsoever. Nothing herein contained shall Subscriber.
<br /> give, or is intended to give, any rights of any kind to any third persons.
<br /> I . In no event shall either party be liable for any failure or delay in
<br /> 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
<br /> Agreement or any right with respect thereto, will not be construed to control and without its fault or negligence (including, but not limited to,
<br /> 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
<br /> Agreement. The exercise by a party of any rights provided by this America, or any state, territory or political division of the United States
<br /> Agreement shall not preclude or prejudice the exercise thereafter of the of America, or of the District of Columbia, fires, floods, or other natural
<br /> same or other rights under this Agreement. disaster, communication line failures, and/or freight embargoes) . The
<br /> 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
<br /> is held invalid, the remainder of this Agreement and the application of such other party of such failure or delay.
<br /> provision shall not be affected unless the provision held invalid shall
<br /> substantially impair the benefits of the remaining portions of this Agreement.
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<br /> MV06201 I USD MarketVision Subscription Agreement
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