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Cytric Reseller Terms

Definitions:

 

Amadeus means Amadeus IT Group, S.A.

 

Amadeus Group means Amadeus IT Group, S.A. and its affiliated companies

 

“Business Travel Agreement” means an agreement between Customer and Reseller under which Reseller agrees to provide certain travel management and related products and services, including the resale of cytric Travel Suite of Solutions, to Customer

 

“Customer” means the company which is party to and receiving products and services under the Business Travel Agreement

 

Distribution Agreement means the agreement between Reseller and an Amadeus Group entity enabling Reseller to distribute and resell Amadeus cytric Travel suite of solutions.

 

“Reseller” means the company in the CWT group which is party to and providing products and services under the Business Travel Agreement, whether defined as ‘CWT’, ‘Carlson Wagonlit Travel’ or otherwise

 

1. General. The Customer acknowledges and agrees that some or all of the services provided under this agreement may be furnished by the Amadeus Group or its licensors. The Customer agrees that it acquires no rights under the Distribution Agreement and that the Amadeus Group shall have no obligations or liability to the Customer thereunder or hereunder, including but not limited to any liability or obligation arising out of contract, warranty or otherwise, with respect to Customer’s access to and use of Amadeus cytric Travel Suite of Solutions or its related products and services. The Customer further acknowledges and agrees that, upon expiration or termination of the Distribution Agreement, the Customer’s rights hereunder to access and use the services furnished thereunder shall immediately cease.

 

2. License Grant. Reseller grants the right to the Customer to access and use Amadeus cytric Travel Suite of Solutions or any part thereof for Customer’s internal purposes. Such rights are limited in scope and enable the Customer to access and use Amadeus cytric Travel Suite of Solutions as contemplated under the Distribution Agreement, namely that such rights (i) are non-exclusive, non-transferable, revocable and non-sub-licensable; and are (ii) at all times (a) limited to the right to access Amadeus cytric Travel Suite of Solutions for the sole purpose of enabling authorized users to make travel reservations, and (b) subject to the prohibited uses referenced herein.

 

3. Use of Aggregate Data. Notwithstanding anything to the contrary herein, Amadeus or Reseller may gather, compile, commingle and use aggregate, anonymous statistical or analytical data and/or performance information about its provision and the use of Amadeus cytric Travel. Such aggregate data may be used by Amadeus or Reseller for financial, accounting, product optimization, customer support, and other internal business purposes and, provided such aggregated data does not contain any personally identifiable data of the Customers’ end users, may be marketed and sold by Amadeus or Reseller to travel service providers, travel agencies or others. Amadeus or Reseller, as applicable, retains all ownership and intellectual property rights to those aggregate statistical or analytical data and that aggregate statistical or analytical performance information. Further, nothing herein shall operate to restrict Amadeus’ rights or Reseller’s rights with respect to the marketing of Marketing Information Data Tapes (MIDT).

 

4. Third Party Beneficiary. The applicable entities within the Amadeus Group are third party beneficiaries with respect to all protections provided to the Amadeus Group under this sublicense.

 

5. Security Standards; Access Restrictions; Data. Customer shall maintain commercially reasonable security standards for its and its Authorized Users’ use of the Amadeus cytric Travel Suite of Solutions. Customer shall maintain the security of passwords and take necessary measures to limit access and use exclusively to authorized users of Customer. Customer shall take commercially reasonable measures not to provide to Amadeus via Amadeus cytric Travel Suite of Solutions any data, including data that may infringe or misappropriate the copyright, trademark, or proprietary or intellectual property right of any person.

 

6. Prohibited Uses. Customer shall not use Amadeus cytric Travel Suite of Solutions to: (a) transmit any files, data or other material that actually or potentially infringes the intellectual property rights of Reseller or Amadeus; (b) create a false identity or to otherwise attempt to mislead any person as to the identity, source or origin of any communication; (c) interfere, disrupt or attempt to use Amadeus cytric Travel Suite of Solutions to gain unauthorized access to any computer system, server, network or account for which it does not have authorization to access or at a level exceeding its authorization; (d) disseminate or transmit any virus, trojan horse or other malicious, harmful or disabling data, work, code or program; (e) copy, translate, disassemble, decompile, reverse-engineer or otherwise modify any parts of the Solution; (f) transmit any content, data or information that is unlawful, abusive, malicious, harassing, tortious, defamatory, vulgar, obscene, libellous invasive of another’s privacy right or right of publicity, or racially or ethnically objectionable; (g) infringe the intellectual property rights of any entity or person; (h) interfere with or disrupt the software or systems used to host the Amadeus cytric Travel Suite of Solutions, or other equipment or networks connected to the Amadeus cytric Travel Suite of Solutions; (i) circumvent or disclose the user authentication or security of the Amadeus cytric Travel Suite of Solutions or any host, network, or account related thereto; (j) access the Amadeus cytric Travel Suite of Solutions for the purpose of building a competitive product or service or copying its features or user interface; (k) permit access to the Amadeus cytric Travel Suite of Solutions by any person that is not an Authorized User; or (l) make any use of the Amadeus cytric Travel Suite of Solutions that violates any applicable local, state, national, international or foreign law or regulation. If any prohibited use by the Customer, continues after Reseller or Amadeus has provided it with 30 day notice of a prohibited use, Reseller or Amadeus may: (i) suspend all access rights and other services provided to such Customer; or (ii) in the event such suspension does not prevent a prohibited use, terminate this Agreement. In the event any prohibited use causes immediate material harm or significant risks, as determined by Reseller or Amadeus, to the Amadeus System or Amadeus networks or to Amadeus cytric Travel, Reseller or Amadeus may immediately suspend all access rights and other services to such Customer.

 

7. Security Requirements. Customer shall: (i) implement and maintain active firewalls to limit and control incoming and outgoing traffic on Customer’s client computer systems used to access the Amadeus cytric Travel Suite of Solutions; (ii) implement and maintain active and regularly updated anti-virus and anti-malware tools on all computers used to access the Amadeus cytric Travel Suite of Solutions; (iii) only use still supported, up-to-date and patched versions of application software, operating systems and infrastructure components, with all security updates applied as soon as possible; (iv) use strong passwords, with no sharing of credentials between individuals or reuse of the same password in multiple products or tools, meaning all employees and users of the Amadeus cytric Travel Suite of Solutions must use unique passwords for each product and service, including their work e-mail account; and (v) conduct awareness sessions for all employees and users of the Amadeus cytric Travel Suite of Solutions on how to recognize and prevent phishing attempts. Furthermore, Customer shall implement and comply with the additional information security requirements, policies or standards established by Amadeus or Reseller and communicated to Customer from time to time.

 

8. Proprietary Rights. The Customer acknowledges and agrees that Amadeus cytric Travel, the software used therein, the specific design and structure of Amadeus cytric Travel, as well as other design rights and know-how related to Amadeus cytric Travel Suite of Solutions (including any modifications or enhancements) are and shall remain the sole exclusive property of Amadeus. The Customer shall not sell, use, reveal, disclose or otherwise communicate, directly or indirectly, any part of Amadeus cytric Travel Suite of Solutions to any person, company or institution whatsoever other than for the purposes set forth herein. It is expressly understood that no title to or ownership of the intellectual property rights in or to Amadeus cytric Travel, or any part thereof, or any aspect related to or trade secret involved with Amadeus cytric Travel Suite of Solutions is hereby transferred to Reseller. The Customer shall not adapt Amadeus cytric Travel Suite of Solutions in any way or use any part thereof to create a derivative work.

 

9. Amadeus cytric Travel Suite of Solutions Evolution. Customer acknowledges that Amadeus reserves the right to change, modify or discontinue any element of Amadeus cytric Travel.

 

10. Amadeus cytric Travel Suite of Solutions Trademarks. Any and all trademarks and trade names associated with Amadeus cytric Travel Suite of Solutions belonging to Amadeus are and shall remain the exclusive property of Amadeus. Customer may not use the trademarks or trade names of Amadeus without the prior written permission of Amadeus. The Customer shall at all times comply with the trademark usage guidelines of Amadeus, as they may be amended by Amadeus from time to time and as Reseller shall have provided copies thereof to the Customer.
 

11. End users’ consent. Customer agrees that it has collected and shall maintain and handle all Customer Content in compliance with the data privacy and protection laws, rules and regulations applicable to it, including but not limited to the collection of all required consents. Further, Customer is solely responsible for determining the suitability of the Solution for Customer's business and complying with any regulations, laws, or conventions applicable to the Customer Content and Customer’s use of the Solution.