Onward Distributors Clause Samples

Onward Distributors. Except as set forth in this paragraph, Customer shall not knowingly permit any third party, other than end-user consumers who access Customer’s Web Site, access to or use of data transmitted through the UltraDirect Interface. Customer may permit Onward Distributors access to and use of data transmitted through the UltraDirect Interface, subject to Pegasus’ right to prohibit such access and use by any Onward Distributor, provided that (i) prior to permitting such access and use by an Onward Distributor, Customer provides written notice to such Onward Distributor stating that (A) such data and the systems transmitting the same are the sole and exclusive property of Pegasus, its licensors and/or the lodging establishments whose information appears in the Online Distribution Database (provided Pegasus need not be named); and (B) no right, title or interest of any kind in such systems or data is granted by Pegasus to such Onward Distributor by virtue of its access to and use of such data. [Our agreements with our affiliates make clear the data is owned by “Third Parties” and “Suppliers” but do not mention Pegasus by name] (ii) Customer uses reasonable efforts to terminate such access and use by any Onward Distributor that displays Offensive Content on any electronic system maintained and hosted by or on behalf of such Onward Distributor (iii) In consideration of Pegasus’ agreement to permit Onward Distributors access to and use of data transmitted through the UltraDirect Interface, Customer hereby agrees to indemnify, defend and hold harmless Pegasus, its directors, officers, employees, agents, successors and assigns, from and against any and all liability and every loss, cost, damage, claim, cause of action and expense (including reasonable attorneys’ fees) paid or incurred by and one or more of them arising from or attributable to such access or use by any Onward Distributor or a user of any Onward Distributor in violation of the terms of this Agreement provided such loss, cost, damage, claim, cause of action and expense is not attributable to Pegasus’ negligence or misconduct (or that of Pegasus’ affiliates).