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IT Tools Terms and Conditions

 

A. IT Tools
 

1. For the provision of particular Services provided under the travel services agreement between CWT and Client (the “Agreement”), CWT shall grant Client access to certain IT tools (the “IT Tools”), and warrants that it has the right to provide to Client access to the IT Tools.  All capitalized terms used herein shall have the same meaning as given in the Agreement.
 

2. Client will have a limited, revocable, non-transferable and non-exclusive right to have Travelers and other authorized users (“Users”) access and use the IT Tools and related documentation solely for Client’s internal business purposes consistent with the terms and conditions of the Agreement during the term of the Agreement.  Notwithstanding the foregoing, title and full and complete ownership rights to the IT Tools and any related trademark, trade secret, copyright or other proprietary rights are, and will remain, the exclusive property of CWT and/or third party IT Tool providers or licensors. 


3. Client will use the IT Tools solely for the purposes and functions expressly permitted by the Agreement and pursuant to reasonable instructions.  Client will prevent unauthorized use or misuse of the IT Tools.  In particular, Client 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 person or entity; (c) not permit any other person or entity to use his/her logon identifier; and (d) use the IT Tools 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 IT Tool.


4. Except as expressly permitted under the Agreement, Client shall not directly or indirectly: (a) access, use, sell, distribute, sublicense, broadcast, or commercially exploit the IT Tools or any rights under the Agreement, including without limitation any access or use of the IT Tools on a service bureau basis or for any processing services beyond the scope specified in the Agreement (e.g., for any third parties on a rental or sharing basis); (b) knowingly introduce any infringing, obscene, libelous, or otherwise unlawful data or material into the IT Tools; (c) copy, modify, or prepare derivative works based on the IT Tools; (d) reverse engineer, decompile, disassemble, or attempt to derive source code from the IT Tools; or (e) remove, obscure, or alter any intellectual property right or confidentiality notices or legends appearing in or on any aspect of the IT Tools.


5. Except as provided otherwise in the Agreement, CWT makes no warranty, either express or implied, written or oral, with respect to any IT Tools, which are provided “as is”, and CWT expressly disclaims any and all implied warranties of merchantability, fitness for a particular purpose.


6. In addition to all other remedies and rights under the Agreement, CWT reserves the right immediately to suspend access to the IT Tools, after notice to Client, in the event of (i) documented evidence of activities by Client 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 IT Tools.  If the conditions giving rise to such suspension of the IT Tools are not remedied within fifteen (15) days of receipt of written notice, then CWT may immediately terminate access to the relevant IT Tool and pursue all other remedies and rights to which it is entitled.


7. Through links available on the CWT Portal, 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 the CWT Portal of information related to or contained in any third party website does not constitute an endorsement by CWT of such information.


8. Any mobile applications provided by CWT and downloaded by travelers are subject to additional terms and conditions of use as set out in the relevant application.



B. Third Party Online Booking Tools (OBTs)

In certain countries, CWT may make available third party online booking tools (OBTs).  If one or more OBTs are made available to Client by CWT, CWT grants OBT sublicenses to Client for the geographical scope identified in the applicable pricing or statement of work on the following terms and conditions.  OBTs are provided on an ‘As is’ basis and while CWT agrees to have recourse to an OBT in regards to OBT issues for Client, Client’s recourse to CWT in regards to OBT issues for Client shall be of equivalent extent to (no greater or less than) that available to CWT with the OBT in respect of OBT issues for Client. 


1. Operation of OBTs

In using the OBT, Client accepts sole liability for: (a) all changes and/or cancellations of services by its Users, including, but not limited to, lost tickets and fraud; (b) ensuring that any purchases hereunder are made in accordance with its policies and procedures and guidelines and for resolving any disputes with its employees and agents related thereto; (c) payment of any and all products or services (and associated service fees) ordered or purchased through the OBT including, but not limited to, agent-assisted booking services, any purchases made using Client’s centralized or group credit card including, but not limited to, purchases by its employees or agents (former or current), or purchases made for guests where guest bookings are allowed, including purchases made fraudulently.  Any airline-issued debit memos resulting from airline tariff violations by Client’s use of the OBTs will be due and payable upon receipt.  


2. Client Use of Data

Client will use the Travel Supplier data obtained from the OBT solely in connection with its own air carrier, hotel, car, and other travel reservations (including schedule and fare quotations) and internal record keeping activities.  Except for its own internal business purposes, Client will not publish, disclose, or otherwise make available to any third party any such data or compilation of fare data obtained from the OBT.  Obligations under this section shall survive the expiration or termination of the Agreement.


3. Access to and Hosting of Sites

Client will be solely responsible for providing its Users with the ability to connect to the OBT.  CWT shall have no obligation to provide to Client or to support any Internet or network communications connections of any type unless expressly agreed upon.


4. Availability

CWT and the third party OBT providers shall use commercially reasonable efforts to keep the OBT available subject to scheduled downtime for maintenance purposes, unscheduled maintenance, and systems outages.  Although CWT will use commercially reasonable efforts to take any actions it deems appropriate to remedy and avoid such circumstances, CWT shall not be liable to Client for inability to access the OBT due to causes beyond the control of CWT or the OBT providers.


5. Aggregation of Data – for Amadeus e-Travel OBT only

If Client is granted a sublicense to Amadeus e-Travel Client, as part of the grant of sub-license hereunder, accepts Amadeus’ rights to gather, compile, co-mingle and use aggregate statistical or analytical data and/or performance information about the provision, and use, of the Amadeus e-Travel OBT by Client solely on an anonymous basis and solely for financial, accounting, product optimization, customer support, and other internal business purposes as such purposes relate to the provision of the OBTs.  Provided such aggregated data does not contain any personally identifiable data of Client’s end users, such data may be marketed and sold by Amadeus to travel service providers, travel agencies or others.  Amadeus 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 with respect to the marketing of Marketing Information Data Tapes (MIDT).


6. Adoption of Reseller Terms - for Amadeus Cytric OBT Only.

If Client is granted a sublicense to Amadeus Cytric, this sublicense shall be on the the following terms and conditions:

Cytric Reseller Terms and Conditions

Client agrees that the Cytric Reseller Terms are incorporated as part of this Agreement and represents and warrants that it shall at all times comply with the Cytric Reseller Terms. 


7. Third Party Beneficiary – for Get There OBT only

If Client is granted a sublicense to Get There, CWT and Client agree that GetThere is a third party beneficiary of the Agreement to the extent that GetThere is providing services under the Agreement.