OBT TECHNOLOGY TERMS AND CONDITIONS

Last updated 31 August 2018

All capitalized terms used herein and not defined herein shall have the same meaning as given in the travel services agreement between CWT and Client (the “Agreement”).  In the event of any conflict between any provision of the Agreement and any provision of these OBT Technology Terms and Conditions, the provision of these OBT Technology Terms and Conditions shall control.   CWT reserves the right, in its reasonable discretion, to modify these OBT Technology Terms and Conditions from time to time without notice to Client.  Client is responsible for periodically reviewing these Technology Terms and Conditions and Client’s continued use of OBTTechnology after such modifications constitutes Client’s acceptance of the modifications.

1.1. As part of the Services provided under the travel services agreement between CWT and the Client (the “Agreement”), in certain countries or regions, as may be agreed by the Parties pursuant to the Agreement, CWT may grant Client access to one or more third party technology products and services (each, a “OBT Technology”) licensed by from CWT from third parties (each, a “OBT Technology Provider”). CWT warrants that it has the right to grant Client access to OBT Technology.

1.2.  If any non-controlled Affiliate engaged by CWT to provide travel management services to Client provides Client with any other tools and technology (“Non-CWT Technology”): (a) such Non-CWT Technology is outside of the scope of these OBT Technology Terms and Conditions; and (b) the terms and conditions of the provider(s) of such Non-CWT Technology apply.

2.1. Client is granted a limited, revocable, non-transferable, non-sublicensable and non-exclusive right within the geographical area(s) identified in the applicable pricing document, statement of work, amendment or other documentation related to such OBT Technology, to have Travelers and other authorized users (collectively “Users”) access and use the OBT Technology and related documentation solely for Client’s internal business purposes, consistent with the scope, terms and conditions of the Agreement during the term of the Agreement.  The foregoing access and use rights are subject to Client’s payment of fees pursuant to the Agreement.  Notwithstanding the foregoing, title and all proprietary rights to OBT Technology will at all times remain, the exclusive property of the applicable OBT Technology Providers as further set out in Section 11 hereof. 

2.2. Client will be solely responsible for providing its Users with the ability to connect to the OBT Technology.  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 in writing.

3.1. Client shall, prior to providing Users with access to any OBT Technology, ensure that all Users are aware of and shall at all times comply with these OBT Technology Terms and Conditions and any other user terms or terms of use applicable to any OBT Technology available to the Client and/or User in respect of any particular OBT Technology. Client will use OBT Technology solely for the purposes and functions expressly permitted by the Agreement and pursuant to reasonable instructions from both CWT and the OBT Technology Provider as the case may be.  Client shall not provide access to anyone other than a User and will prevent unauthorized access, use or misuse of OBT Technology and only provide Users with access to OBT Technology via the access method provided by CWT.   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 other person or entity; (c) not permit any other person or entity to use his/her logon identifier; and (d) use OBT 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 OBT Technology, and (c) any unauthorized use of the OBT Technology. Client shall be responsible for all actions of its Users using OBT Technology and all access to OBT Technology with any user name, password, or other login credentials of Client. 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 the Agreement terms. An audit may be carried out by the CWT or a third party authorized by CWT. If any audit reveals any breach of the Agreement (including without limitation, these OBT Technology Terms and Conditions), Client shall promptly comply with any and all reasonable instructions provided by CWT.

3.2. Client shall use any Travel Supplier content and data obtained from any OBT Technology 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 content or data or any compilation of any such content or data obtained from any OBT Technology.  Client’s obligations under of this section shall survive the expiration or termination of the Agreement.

3.3. Client expressly acknowledges and agrees that the OBT Technology and OBT Technology Providers may disclose certain confidential information and data of Client and/or its Users to third parties, including Travel Suppliers, in the course of and for the purpose of providing Services to the Client.

3.4.  In using any OBT Technology, 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 Client’s policies and procedures and guidelines and for resolving any disputes with its employees and agents related thereto; and (c) payment of any and all products or services (and associated service fees) ordered or purchased through the OBT Technology 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 OBT Technology will be due and payable upon receipt.  If a User uses a confirmed ticket for air transportation issued pursuant to a reservation made by the User by means of the OBT Technology and is refused carriage because of an over sale of seats or the lack of record of such reservation, the sole remedy of Client shall be as set forth in the tariff of the refusing carrier or applicable terms and conditions of the carrier's contract of carriage and/or in the applicable law, including without limitation in any applicable European directive, unless such incident is caused by the OBT Technology Provider’s negligence.

4. Except as expressly permitted under the Agreement, Client shall not directly or indirectly: (a) access, use, sell, distribute, sublicense, broadcast, or commercially exploit  any OBT Technology or any rights under the  Agreement, including without limitation any access or use of  OBT Technology for any purpose beyond the scope specified in the Agreement (e.g., for the benefit of any third parties including without limitation on a rental or sharing basis); (b) knowingly introduce any infringing, obscene, libelous, fraudulent, harassing or otherwise unlawful data or material into any OBT Technology; (c) copy, modify, or prepare derivative works based on any OBT Technology; (d) knowingly introduce any virus, malware, bug, or other surreptitious, malicious, harmful or disabling data, work, code or program into any OBT Technology or otherwise interfere with the operation of any OBT Technology; (e) reverse engineer, decompile, disassemble, or attempt to derive source code from any OBT Technology; (f) remove, obscure, or alter any intellectual property right or confidentiality notices or legends appearing in or on any aspect of any OBT Technology; or (g) claim, assert or imply any right, title, ownership or similar interest in or to any OBT Technology or any portion thereof.

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

5.2. CLIENT AGREES THAT: (A) CWT AND EACH OBT TECHNOLOGY PROVIDER ARE NOT AND CANNOT BE AWARE OF THE EXTENT OF ANY POTENTIAL LOSS RESULTING FROM ANY FAILURE BY CLIENT TO DISCHARGE ITS OBLIGATIONS UNDER THE AGREEMENT OR THESE OBT TECHNOLOGY TERMS AND CONDITIONS; (B) THE OBT 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 THE OBT TECHNOLOGY MEET CLIENT REQUIREMENTS AND WILL NOT CAUSE ANY ERROR OR INTERRUPTION IN THE CLIENT’S OWN SOFTWARE OR SYSTEMS; AND THEREFORE CLIENT WAIVES ANY POTENTIAL CLAIMS AGAINST CWT AND ANY OBT TECHNOLOGY PROVIDER WHICH RELY ON A CONTRARY POSITION.

6. In addition to all other remedies and rights under the Agreement, CWT reserves the right to immediately suspend Client’s and/or the applicable Users’ access to the OBT Technology,  in the event of (i) evidence of activities by Client or any User contrary to a Travel Supplier’s relevant terms and conditions of sale, these OBT Technology Terms and Conditions, 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 OBT Technology including any breach of the Agreement and/or these OBT Technology Terms and Conditions, including those of any OBT Technology Provider.   CWT will notify Client and the affected User(s) as soon as possible after suspending access to any OBT Technology. If the conditions giving rise to such suspension of the OBT Technology are not remedied within fifteen (15) days of notice, CWT may immediately terminate Client and/or the applicable Users’ access to the relevant OBT Technology.  In addition, OBT Technology Providers may have the right to require that CWT restrict, suspend or terminate Client’s access to the relevant OBT Technology.  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.  CWT reserves the right to immediately terminate Client’s access to any OBT Technology at any time upon written notice if CWT’s rights to such OBT Technology expire or terminate for any reason.

7. Through links available within OBT Technology, Client may access third party websites over which CWT and the OBT Technology Provider have no control or rights of ownership.  CWT and the OBT Technology Provider shall not be held liable for the content, availability, access, accuracy, timeliness or any other aspect of the content or information contained in any third party website.  The inclusion within OBT Technology of content or information related to or contained in any third party website does not constitute an endorsement by CWT or the OBT Technology Provider of such information. Client agrees that any non-compliance with any third party website terms and conditions by Client or any User may result in cancellation of reservation(s) or purchase, denial of access to any flights, hotels, automobiles or other travel services and forfeiture of any monies paid for such reservation(s) or purchase, and neither CWT nor any OBT Technology Provider shall have any liability to Client or the User therefor.

8. OBT Technology will be available to Client in accordance with any agreed service levels and Client may access and use OBT Technology except during: (a) scheduled maintenance by the OBT Technology Provider or CWT; or (b) emergency maintenance by the OBT Technology Provider or CWT; or (c) any system outages outside of the control of the OBT Technology Provider or CWT. CWT will use reasonable endeavours to notify Client and the OBT Technology Provider of any unavailability of OBT Technology of which it becomes aware, but CWT and the OBT Technology Providers make no representations regarding Client’s ability to access any OBT Technology, and shall not be liable to Client for any inability to access the OBT due to causes beyond the control of CWT or the OBT Technology provider (including without limitation errors, breakdowns and interruptions of the computer systems of the GDS, internet providers, or Travel Suppliers).

9. Client acknowledges that OBT Technology Providers shall be entitled to modify or discontinue the features and functionality of OBT Technology in whole or in part as part of ongoing development. CWT makes no representations regarding the continued availability of any part of any OBT Technology.

10. OBT Technology Providers may impose additional restrictions or prohibitions on certain types of usage of OBT Technology and may exclude warranties or other liabilities in the applicable terms of use.  Client accepts all such terms and CWT’s limited recourse to OBT Technology Providers, for which CWT is not responsible.

11.  All rights in and to any OBT Technology and any portion of such OBT Technology, belongs to and shall remain vested in the applicable OBT Technology Provider, and no ownership is assigned or transferred to Client. If Client acquires any intellectual property rights by virtue of Client’s or any User’s use of any OBT Technology or CWT’s or any OBT Technology Provider’s provision of Services, Client shall assign or procure the assignment of such intellectual property rights with full title guarantee (including by way of present assignment of future intellectual property rights) to the OBT Technology Provider as directed by CWT and/or the OBT Technology Provider. Client shall execute all such documents and do such things as CWT may consider necessary to give effect to this Section.

12.  Client may provide CWT and any OBT Technology Provider 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 and the OBT Technology Provider 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 and the OBT Technology Provider are not under any obligation of confidentiality with respect to the feedback.

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

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

If Client is granted a license by CWT to access and use Amadeus Cytric, the following terms and conditions also apply: Cytric Reseller Terms and Conditions

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

14. Third Party Beneficiary – for Amadeus Cytric, GetThere and Serko OBTs only

If Client is granted a license by CWT to access and use Amadeus Cytric, GetThere or Serko, CWT and Client agree that Amadeus, GetThere and Serko are third party beneficiaries of the Agreement to the extent that each of them are providing services to Client under the Agreement.