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1 <br /> n t <br /> F <br /> ip <br /> DATA AGREEMENT 'S <br /> This Data Agreement (the "Agreement" or "Data Agreement") states the terms and conditions that govern <br /> the contractual agreement between Airdna LLC having its principal place of business at 1644 Platte St . 41^ <br /> Floor , Denver CO 80202 (the "Data Provider") , and Chapel Hill/Orange County Visitors Bureau (the <br /> " Client" ) who agrees to be bound by this Agreement . <br /> WHEREAS , the Data Provider offers data services in the field of vacation rental analytics ; and <br /> WHEREAS , the Client desires to retain the services of the Data Provider to render data services laid out <br /> below according to the terms and conditions herein . <br /> NOW , THEREFORE , In consideration of the mutual covenants and promises made by the parties hereto , <br /> the Data Provider and the Client (individually , each a "Party " and collectively , the "Parties ") covenant and <br /> agree as follows : <br /> 1 . TERM . This Agreement shall begin immediately and continue until canceled by the Client . The <br /> minimum term of this agreement is 12 months . <br /> 2 . DATA SERVICES . The Data Provider agrees that it shall provide its data to the Client for data <br /> analytics (the "Data Services ") , specifically : <br /> o Monthly Market Summary Reports for the following regions : <br /> ■ Orange County <br /> ■ Chapel Hill <br /> ■ Hillsborough <br /> ■ Carrboro <br /> o Market Minder access to Orange County (Chapel Hill , Hillsborough , Carrboro) <br /> 3 . COMPENSATION . The Client agrees to pay $210/month . <br /> 4 . INTELLECTUAL PROPERTY RIGHTS IN WORK PRODUCT . The Parties acknowledge <br /> and agree that the Data Provider retains intellectual property rights over the raw data transferred . <br /> 5 . USES . The Client agrees that the data provided cannot be published in its raw form in a public <br /> setting , nor in its raw form for commercial remuneration , nor transferred to those not involved in <br /> the research work of the Client . <br /> 6 . CONFIDENTIALITY . The Data Provider shall not disclose to any third party any details <br /> regarding the Client ' s business , including , without limitation any information regarding any of the <br /> Client ' s customer information , business plans , or price points (the " Confidential Information") , <br /> (ii) make copies of any Confidential Information or any content based on the concepts contained <br /> within the Confidential Information for personal use or for distribution unless requested to do so <br /> by the Client , or (iii) use Confidential Information other than solely for the benefit of the Client . <br /> The Client may publish any insights gained from the data , but may not share the raw data files <br /> with any outside organization . <br /> 7 . DISCLAIMER . The Client undertakes to understand the methodology behind the data gathering <br /> and as such , the Data Provider holds no liability as to the accuracy of the information . The Client <br /> understands that the information is gathered based on reasonable assumptions and the Client holds <br /> that the information is a directional estimation . <br /> 8 . NO MODIFICATION UNLESS IN WRITING . No modification of this Agreement shall be <br /> valid unless in writing and agreed upon by both Parties . <br /> 9 . APPLICABLE LAW . This Data Agreement and the interpretation of its terms shall be governed <br /> by and construed in accordance with the laws of the State of California and subject to the <br /> exclusive jurisdiction of the federal and state courts located in Los Angeles County , California . <br /> IN WITNESS WHEREOF , each of the Parties has executed this Data Agreement , both Parties by its duly <br /> authorized officer , as of the day and year set forth below . <br />