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TripMaster 20
<br /> by CTS Software Cost Proposal
<br /> personal,non-transferable,limited license for its employees to access and use the Hosted Services and Documentation solely for Customer's internal
<br /> business purposes.
<br /> 4.3 Customer Data.As between CTS and Customer,Customer owns the Customer Data.Customer grants to CTS and its subcontractors a non-
<br /> exclusive license to copy,reproduce,store,distribute,publish,export,adapt,edit,translate,and otherwise use,disclose and process Customer Data for
<br /> any lawful purpose,including but not limited to as reasonably necessary or useful to perform and improve the Services and for the exercise of CTS'rights
<br /> under this Agreement and for scenarios including but not limited to data sharing to brokers and clearinghouses on behalf of the Customer.Customer
<br /> warrants to CTS that Customer has the right to grant the foregoing license and provide Customer Data to CTS in accordance with this Agreement.CTS may
<br /> anonymize and de-identify Customer Data so that it does not identify Customer or any individual,and cannot be used to identify Customer or any individual,
<br /> for analytical and benchmarking purposes,for the development of new products and services,and to improve CTS'products and services.
<br /> 5. FEES AND PAYMENT TERMS
<br /> 5.1 Services Fees.For the Services provided under this Agreement,Customer will pay CTS the fees in the amounts set forth in the applicable Order.
<br /> Unless otherwise set forth in the applicable Order,applicable fees will be invoiced to Customer monthly in advance.Fees are non-cancelable and non-
<br /> refundable.Unless otherwise agreed in an Order,Customer will pay all invoices net thirty(30)days from the date of the CTS invoice.All fees paid and
<br /> expenses reimbursed under this Agreement will be in United States currency. All standard fees will automatically increase by 3%per year after the one-
<br /> year anniversary of the Effective Date of the Initial Term.
<br /> 5.2 Late Fees. If any invoiced amount is not received by CTS by the due date,then,without limiting CTS'rights or remedies,those amounts will accrue
<br /> interest at a rate of 1.5%per month or the maximum allowed under state law(whichever is lower).CTS,at its option,may suspend the Services,in whole or
<br /> in part,if CTS does not receive all undisputed amounts due and owing under this Agreement within thirty(30)days after delivery of notice to Customer of
<br /> the failure to pay such overdue balances.
<br /> CTS shall be entitled to an award of its reasonable attorney's fees and collection costs in connection with Customer's breach of its payment
<br /> obligations.
<br /> 5.3 Taxes.CTS Software's invoices for fees will include any taxes,levies,duties or similar governmental assessments of any nature,including,for
<br /> example,value-added,sales,use or withholding taxes,assessable by any jurisdiction(collectively,"Taxes')unless official proof of tax-exempt status is
<br /> provided.
<br /> 5.4 No Offset.Fees and expenses due from Customer under this Agreement may not be withheld or offset by Customer against other amounts for any
<br /> reason.
<br /> 6. NON-DISCLOSURE AND
<br /> CONFIDENTIALITY
<br /> 6.1 Definition of Confidential Information."Confidential Information"means information disclosed by a party to the other party that is designated as
<br /> confidential or that reasonably should be considered confidential given the nature of the information and the circumstances of disclosure.Confidential
<br /> Information of Customer includes Customer Data;Confidential Information of CTS includes the Services and Documentation;as well as information
<br /> pertaining to business operations and strategies,and information pertaining to customers,pricing,and marketing;"Disclosing Party"refers to the party
<br /> disclosing Confidential Information hereunder,whether such disclosure is directly from Disclosing Party or through Disclosing Party's employees or agents;
<br /> and"Recipient"refers to the party receiving any Confidential Information hereunder,whether such disclosure is received directly or through Recipient's
<br /> employees or agents.Confidential Information does not include information that:(a)is already known to the Recipient without restriction on use or
<br /> disclosure prior to receipt of such information from the Disclosing Party;(b)is or becomes generally known by the public other than by breach of this
<br /> Agreement by,or other wrongful act of,the Recipient;(c)is developed by the Recipient independently of,and without reference to,any Confidential
<br /> Information of the Disclosing Party;or(d)is received by the Recipient from a third party who is not under any obligation to the Disclosing Party to maintain
<br /> the confidentiality of such information.
<br /> 6.2 Requirement of Confidentiality.The Recipient agrees that it will use the same degree of care it uses to protect the confidentiality of its own
<br /> confidential information of like kind(but not less than reasonable care)to:(a)not disclose or otherwise make available Confidential Information of the
<br /> Disclosing Party to any third party without the prior written consent of the Disclosing Party,provided that the Recipient may disclose the Confidential
<br /> Information of the Disclosing Party to its,and its affiliates',officers,employees,consultants and legal advisors who have a"need to know,"who have been
<br /> apprised of this restriction and who are themselves bound by nondisclosure obligations at least as restrictive as those set forth in this Section 6;and(b)use
<br /> the Confidential Information of the Disclosing Party only for the purposes of performing its obligations or as otherwise authorized under this Agreement.The
<br /> Recipient will promptly notify the Disclosing Party in the event it becomes aware of any loss or disclosure of any of the Confidential Information of Disclosing
<br /> Party.The obligations in this Section 6 will survive termination and continue for so long as the applicable information constitutes Confidential Information.
<br /> 6.3 Compelled Disclosure.The Recipient may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so,provided
<br /> the Recipient gives the Disclosing Party prior notice of the compelled disclosure(to the extent legally permitted)and reasonable assistance,at the
<br /> Disclosing Party's cost,if the Disclosing Party wishes to contest the disclosure.If the Recipient is compelled by law to disclose the Disclosing Party's
<br /> Confidential Information as part of a civil proceeding to which the Disclosing Party is a party,and the Disclosing Party is not contesting the disclosure,the
<br /> Disclosing Party will reimburse the Recipient for its reasonable cost of compiling and providing secure access to that Confidential Information.
<br /> 6.4 Feedback.Any feedback,comments,suggestions or proposed modifications to the Services provided by Customer to CTS may be freely used by
<br /> CTS without limitation,notice,or duty of accounting.
<br /> 7. THIRD PARTY SERVICES.
<br /> 7.1 Integration with Third Party Services. The Hosted Services may contain features designed to interoperate with products,applications,or services not
<br /> provided by CTS(collectively,each a"Third Party Service").To use such features,Customer may be required to obtain access to such Third Party Service
<br /> from its provider,and may be required to grant CTS access to Customer's account(s)on such Third Party Service.Customer shall provide,and shall cause
<br /> the provider of the Third Party Service to provide,CTS with any reasonably requested information and materials needed to integrate the Third Party Service
<br /> with the Services.
<br /> 7.2 Permissions;Disclaimer. CTS does not warrant or support Third Party Service or other third-party products or services.If Customer chooses to use
<br /> a Third Party Service with the Services,Customer grants CTS permission to allow the Third Party Service and its provider to access any data(including,
<br /> without limitation,data that may constitute Confidential Information)provided to CTS in connection with the Services as required for the interoperation of
<br /> TripMaster by CTS Software-Quote#4564 v6 9/14
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