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CWT Technology Terms and Conditions

Last updated 1 July 2018

1. As part of the Services provided under the travel services agreement between CWT and Client (the “Agreement”), CWT shall grant Client access to certain CWT technology products and services as may be agreed by the parties pursuant to the Agreement (“CWT Technology”) CWT warrants that it has the right, title or interest to provide to Client access to CWT Technology.  All capitalized terms used herein shall have the same meaning assigned in the Agreement.

2. Client is granted a limited, revocable, non-transferable, non-sublicensable and non-exclusive right to have travelers and other authorized users (collectively “Users”) access and use CWT Technology and related documentation consistent with the scope, terms and conditions of the Agreement during the term of the Agreement.  The access and use right is subject to Client’s payment of fees pursuant to the Agreement.  Notwithstanding the foregoing, title and all proprietary rights in CWT Technology and CWT Background IPR (as defined in the Agreement) will at all times remain, the exclusive property of CWT and/or Third Party Providers.

3. Client will use CWT Technology only for the purposes and functions expressly permitted by the Agreement, solely for internal business purposes and pursuant to reasonable instructions from CWT.  Client shall not provide access to anyone other than a User and will prevent unauthorized access, use or misuse of CWT Technology and only provide Users with access to CWT Technology via the access method provided by CWT.   Client is responsible for its Users and shall ensure that each User will: (a) be responsible for the security and/or use of his or her logon identifier; (b) not disclose such logon identifier to any other person or entity; (c) not permit any other person or entity to use his/her logon identifier; and (d) use CWT Technology in accordance with the terms and conditions of the Agreement.  Client must promptly inform CWT of (a) any User who has lost or misused a login and password, (b) any User who has ceased to be employed by Client or otherwise should no longer have access to the relevant CWT Technology and (c) any unauthorized use of CWT Technology. Client shall be responsible for all actions of its Users using CWT Technology and all access to CWT Technology with any user name, password, or other login credentials of Client.

4. Client shall ensure that all Users are aware of these CWT Technology terms and conditions and any other user terms or terms of use applicable to CWT Technology available to the Client and/or User in respect of any particular CWT Technology prior to providing Users with access to CWT Technology and shall ensure that Users at all times comply with all such terms.

5. Except as expressly permitted under the Agreement, Client shall not and shall ensure its Users do not directly or indirectly: (a) access, use, sell, distribute, sublicense, broadcast, or commercially exploit  CWT Technology (b) knowingly introduce any infringing, obscene, libelous, or otherwise unlawful data or material into  CWT Technology; (c) copy, modify, or prepare derivative works based on the CWT Technology; (d) reverse engineer, decompile, disassemble, or attempt to derive source code from the CWT Technology; or (e) remove, obscure, or alter any intellectual property right or confidentiality notices or legends appearing in or on any aspect of  CWT Technology.

6.1 EXCEPT AS PROVIDED OTHERWISE IN THE AGREEMENT NEITHER CWT NOR ANY THIRD PARTY PROVIDER MAKES ANY WARRANTY, EITHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, WITH RESPECT TO ANY CWT TECHNOLOGY, WHICH ARE PROVIDED ON AN “AS IS” “AS AVAILABLE” BASIS, AND EXPRESSLY DISCLAIM, TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, ANY AND ALL IMPLIED REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED OR STATUTORY REGARDING THE CWT TECHNOLOGY INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ARISING FROM LAW, COURSE OF DEALING PERFORMANCE OR OTHERWISE OR MEETING CLIENT REQUIREMENTS, THAT THE OPERATION OF CWT TECHNOLOGY WILL BE UNINTERRUPTED OR FAULT FREE OR THAT FAULTS WILL BE CORRECTED. CLIENT ASSUMES SOLE RESPONSIBILITY FOR RESULTS OBTAINED FROM USE OF CWT TECHNOLOGY AND DECISIONS MADE OR ACTIONS TAKEN BASED ON INFORMATION, REPORTS, DELIVERABLES, AND/OR MATERIALS CONTAINED IN OR GENERATED BY CWT TECHNOLOGY.

6.2 CLIENT AGREES THAT: (A) CWT AND THIRD PARTY PROVIDERS ARE NOT AND CANNOT BE AWARE OF THE EXTENT OF ANY POTENTIAL LOSS RESULTING FROM ANY FAILURE BY CLIENT TO DISCHARGE ITS OBLIGATIONS UNDER THIS AGREEMENT; (B) CWT TECHNOLOGY HAS NOT BEEN DESIGNED TO MEET CLIENT’S INDIVIDUAL REQUIREMENTS AND CANNOT BE TESTED IN EVERY OPERATING ENVIRONMENT; (C) IT IS CLIENT’S RESPONSIBILITY TO ENSURE THE FACILITIES AND FUNCTIONS OF CWT TECHNOLOGY MEET CLIENT REQUIREMENTS AND WILL NOT CAUSE ANY ERROR OR INTERRUPTION IN THE CLIENT’S OWN SOFTWARE OR SYSTEMS; AND THEREFORE WAIVES ANY POTENTIAL CLAIMS AGAINST CWT AND ANY THIRD PARTY PROVIDER WHICH RELY ON A CONTRARY POSITION.

7. In addition to all other remedies and rights under the Agreement, CWT reserves the right to immediately suspend access to the CWT Technology in the event of (i) evidence of activities by Client or User contrary to a Travel Supplier’s relevant terms and conditions of sale or the Agreement, including without limitation, speculative, false, or fraudulent reservations or any reservation in anticipation of demand, or (ii) unauthorized use or misuse, of the CWT Technology including any breach of the Agreement and/or applicable CWT Technology terms of use, including those of any Third Party Provider.   CWT will notify Client or the affected Users as soon as possible after suspending access to CWT Technology. If the conditions giving rise to such suspension of CWT Technology are not remedied within fifteen (15) days of notice, CWT may immediately terminate access to the relevant CWT Technology.

8. Through links available on CWT Technology, Client may access third party websites over which CWT has no control or rights of ownership.  CWT shall not be held liable for the content, availability, access, accuracy, timeliness or any other aspect of the information contained in any third party website.  The inclusion in CWT Technology of information related to or contained in any third party website does not constitute an endorsement by CWT of such information.

9. CWT reserves the right to monitor usage by Users and Client, in general, (by way of audits or otherwise) for the purpose of (among others) ensuring compliance with Agreement terms. Any audit may be carried out by CWT or a third party authorized by CWT.

10. CWT Technology will be available to Client in accordance with any agreed service levels and Client may access and use CWT Technology except during: (a) scheduled maintenance by CWT; or (b) emergency maintenance; or (c) any downtime caused by a Third Party Provider CWT will use reasonable endeavours to notify Client of unavailability of CWT Technology.

11. Client acknowledges that CWT and Third Party Providers shall be entitled to modify the features and functionality of any part of CWT Technology as part of ongoing development. CWT shall use reasonable endeavours to ensure that any such modification does not adversely affect Client’s use of CWT Technology.

12. Third parties whose information, materials, technology, code, solution, software, equipment, devices and/or services (“Third Party Components”) are included or used in CWT Technology (“Third Party Providers”) may impose additional restrictions or prohibitions on certain types of usage of Third Party Components and may exclude warranties or other liabilities in applicable terms of use. Client accepts all such terms and CWT’s limited recourse to Third Party Providers for which CWT is not responsible.

13. Client may view certain Third Party Provider terms, which are incorporated by reference into this Agreement, at https://www.carlsonwagonlit.com/global/en/legal/3pterms/. Such terms are subject to change and CWT will use commercially reasonable efforts to publish and/or notify latest terms, conditions, and restrictions of relevant Third Party Providers.

14. Third Party Providers may have the right to require that CWT restrict, suspend or terminate Client’s access to that Third Party Provider’s Third Party Component.  If CWT takes any such action, it will (a) use reasonable efforts to provide Client with notice and (b) not be liable for any resulting damages Client may suffer.

15. Client may provide CWT with feedback. Client acknowledges and agrees that:

(a) Client shall not retain, acquire or assert any Intellectual Property Right or other right, title or interest in or to the feedback;
(b) CWT may have development ideas similar to the feedback;
(c) feedback does not contain confidential information or proprietary information of Client or any third party; and (d) CWT is not under any obligation of confidentiality with respect to the feedback.

If the foregoing is not legally possible, then Client grants CWT and its Affiliates an exclusive, transferable, irrevocable, free-of-charge, fully paid up, sub-licensable and perpetual right to use the feedback in any manner and for any purpose.

MODULE TCAQ - Travel Consolidator & AnswerIQ Terms and Conditions

1.1.  All terms in this Module TCAQ (“TCAQ Terms”) apply exclusively to CWT’s Travel Consolidator and AnswerIQ products which are available subject to agreement by CWT.  TCAQ Terms are not applicable to any other CWT products or services.  The CWT Technology Terms and Conditions above shall apply to Travel Consolidator and AnswerIQ products as though repeated herein. In the event of a conflict between TCAQ Terms and CWT Technology Terms and Conditions above or another term of the Agreement the TCAQ Terms shall prevail with respect to the subject matter of the conflict.

1.2. If a commercial summary is agreed in writing between Client and CWT detailing data in the custody of Client or one or more third parties which Client wishes CWT to access using CWT Technology (such as Travel Consolidator and/or AnswerIQ) (“Client Nominated Data”) Client shall grant to CWT timely access to such data. Client shall ensure that relevant third parties provide access to Client Nominated Data to CWT in a timely manner.  Any delays in authorizations and/or access to Client Nominated Data is the sole responsibility of Client.

1.3 Client grants a royalty-free, non-transferable, non-exclusive, non-revocable and worldwide license and necessary permissions for the term of this Agreement, to CWT to use the Client Nominated Data to the extent necessary to provide CWT Technology.

1.4.  Client is responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all electronic data or information and Client Nominated Data submitted by Client to CWT. Client is solely responsible for the preparation, content, accuracy, quality and review of any documents, data, or output prepared or resulting from the use of CWT Technology. Client acknowledges CWT has no control over any Client Nominated Data hosted as part of the provision of CWT Technology and does not actively monitor the content of Client Nominated Data. In the event CWT is required, on behalf of Client, to reload or amend any erroneous Client Nominated Data submitted by Client, CWT shall be entitled to charge Client for such services.

1.5. CWT shall notify Client immediately if it becomes aware of any allegation that any Client Nominated Data may be infringing and CWT shall have the right to arrange removal without consultation.

1.6. Client shall indemnify CWT, its Affiliates and each officers, directors, agent, employees, and subcontractors from and against all claims against CWT as a result of the Client’s use of allegedly or actually infringing data on CWT Technology and/or the provision to CWT of any data, information, materials, and/or documents that are allegedly or actually infringing Intellectual Property Rights.

1.7. CWT acknowledges that, as between the parties, all Client Background IPR in the Client Nominated Data are owned by Client or licensors to Client. CWT may collect and use information related to Client’s use of CWT Technology or Background IPR or Traveler data inputted into or collected by CWT Technology and any submissions on CWT Technology, for the purposes of the administration of this Agreement and, as long as such information is not identifiable to Client or any individual User, to test, develop, improve and enhance its products and services,  to create and own derivative works based on such information and for any commercial purpose in compliance with applicable laws.