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EXHIBIT 10.19
TRAVELWEB PARTICIPANT AGREEMENT
TravelWeb, Inc. (TWI) hereby offers to the below named Participant
the right to participate in TWI's TravelWeb on the following terms and
conditions:
1. Duties of TWI. (a) For publication of pages on the Internet, upon
receipt and acceptance by TWI of TWI's TravelWeb Order Form and any Change
Order, the payment by Participant of the fees as set forth therein and receipt
from Participant of all reasonable and necessary information and materials
required to process the TravelWeb Order or Change Order, TWI shall proceed to
create or modify pages of information to be published on the Internet via TWI's
TravelWeb and, subject to Participant's prior approval of the pages, shall
publish the pages on the Internet. (b) In accordance with a mutually agreed
schedule for implementation, TWI shall produce an operable interface between
Participant's reservation system and the TravelWeb Internet site which will
permit the user of a computer accessing TravelWeb to access Participant's
reservation system with the capability to make, change and cancel a
reservation.
2. Duties of Participant. (a) For the publication of pages on the Internet
via TravelWeb, Participant shall complete a TravelWeb Order Form in form and
substance as required by TWI for each publication. Participant shall provide to
TWI all reasonable and necessary materials required by TWI to process the
TravelWeb Order. TWI will submit the pages to be published to Participant for
approval and Participant may make a single request for changes at no charge. In
the event Participant wants to make further changes or wants to change any
TravelWeb Order, Participant shall execute a Change Order on a form prescribed
by TWI and shall pay the agreed charges for the changes. Participant agrees to
pay all fees and costs as set forth in each TravelWeb Order Form and Change
Order. Upon approval by Participant of the pages to be published, Participant
hereby authorizes and directs TWI to publish the pages of information on the
Internet via TWI's TravelWeb site. (b) For access to Participant's reservation
system and reservation capabilities via TravelWeb, Participant agrees to
provide all reasonable and necessary personnel, technical support, programming
and modification of its reservation system and all other reasonable and
necessary accommodations to produce a dependable and operable interface as
required by TWI which will permit a user of a computer accessing the TravelWeb
site on the Internet to make, change and cancel reservations and to make credit
card payments in connection with a reservation.
3. Fees. For maintaining the published pages on the Internet and the
management and operation of TravelWeb, Participant shall pay to TWI a monthly
maintenance fee for all or any part of a month during which pages are published
(the "Maintenance Fee") as follows:
1 - 50 properties = $3.00 per property;
51 - 200 properties = $2.75 per property;
201 - 400 properties = $2.50 per property;
over 400 properties = $1,000
For each Net TravelWeb Reservation, Participant shall pay to TWI a fee
of $2.00 (the "TravelWeb Reservation Fee"). Net TravelWeb Reservations within a
particular time period equals the number of reservations made by a user of a
computer accessing the TravelWeb site on the Internet within such time period
less the number of reservations made by a user of a computer accessing the
TravelWeb site on the Internet as to which notice of cancellation is received
via TravelWeb within such time period.
Participant shall make all payments as required by each TravelWeb Order
Form and Change Order. TWI shall invoice Participant monthly for all
Maintenance Fees and TravelWeb Reservation Fees and Participant shall pay each
invoice upon receipt and each invoice shall be past due and it shall be a
breach of this agreement if it is not paid within thirty (30) days after the
date of the invoice. All payments to TWI shall be made in U.S. Dollars. TWI may
increase the fees up to 10% of the then-existing fee once each calendar year.
4. Term. The initial term of this agreement shall be for three (3) years
from the date hereof provided that the agreement shall be automatically renewed
and extended for additional one (1) year terms thereafter unless, at least
sixty (60) days prior to expiration of the initial three (3) year term or the
expiration of any additional (1) year term, either party hereto shall give
notice of its intent not to renew and extend this agreement.
5. Property Rights. The published pages are acknowledged to be the sole
property of Participant and TWI may not use or publish any of the information
or pages in any manner other than pursuant to this agreement. Participant shall
be solely and exclusively responsible for the protection of any and all of its
intellectual property including, but not limited to the inclusion on the pages
to be published of any and all statutory or other notices customarily used or
required for purposes of providing notice of ownership or protection of
Participant's trademarks, trade names, service marks, or copyrights in
connection with the information to be placed on the published pages. TravelWeb
is the trade name and service xxxx of TWI and may not be used without the prior
written consent of TWI. All information disclosed to Participant in connection
with the creation of the interface as provided herein is confidential and
proprietary property of TWI and shall not be disclosed to any third party
without the prior written consent of TWI.
6. Disclaimer, Limitation of Liabilities and Risk of Internet Usage. TWI
WILL NOT BE RESPONSIBLE OR LIABLE FOR (i) ANY FALSIFICATIONS OR INACCURACIES IN
ANY OF THE INFORMATION PUBLISHED PURSUANT TO THIS agreement, (ii) ANY ACT OR
FAILURE TO ACT WITH RESPECT TO THE PUBLICATION OF PAGES ON THE INTERNET OR
CREATION OR FUNCTIONALITY OF THE INTERFACE UNLESS EXPRESSLY SET FORTH HEREIN,
(iii) ANY CLAIM, DAMAGE, OR LIABILITY OF ANY NATURE ARISING OUT OF A COMPUTER
OPERATOR'S ACCESS TO PARTICIPANT'S RESERVATION SYSTEM AND/OR THE MAKING,
CHANGING OR CANCELING OF A RESERVATION AND THE USE OF A CREDIT CARD OR OTHER
DEBIT DEVICE IN CONNECTION THEREWITH, OR (iv) ANY CLAIM RESULTING FROM ANY
INTERRUPTION, MALFUNCTION OR CHANGE IN THE USE OF THE INTERNET, EXCEPT TO THE
EXTENT RESULTING FROM TWI'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. ALL
WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT
LIMITATION, ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY,
GOOD AND WORKMANLIKE PRODUCT OR SERVICE OR OTHERWISE ARE DISCLAIMED BY TWI AND
WAIVED BY PARTICIPANT. PARTICIPANT ACKNOWLEDGES AND AGREES THAT ALLOWING ACCESS
TO ITS RESERVATION SYSTEM TO COMPUTERS ACCESSING THE INTERNET VIA TRAVELWEB IS
AT PARTICIPANT'S OWN RISK. Participant acknowledges and agrees that the Internet
is a communication medium over which TWI has no control and that its continued
utilization in its present form at current costs is uncertain. Therefore, if at
any time during the term of this agreement, the cost of access to the Internet
by TWI increases or there is imposed a fee or cost for access to or use of the
Internet communication lines, or there is imposed any law, governmental ruling,
or regulation the result of which increases the cost of access to or usage of
the Internet or otherwise makes it impractical, in TWI's sole discretion, to
continue to perform this agreement, TWI, may upon notice to Participant,
immediately terminate this agreement without such action constituting an event
of default. TWI shall not be liable for any breach of this agreement resulting
from an act of God, accidents, power or telecommunication outages or delays,
mechanical defects or other events beyond its control. TWI's only liability for
its errors on the published pages shall be to correct the information on the
pages within seven (7) days of notice from Participant.
7. Breach. In the event of a breach of this agreement, the non-breaching
party may terminate this agreement after providing notice to the other party of
such breach and the failure of the breaching party to cure the breach within
ten (10) days of receipt of the notice. Upon breach by Participant and failure
to timely cure TWI may immediately cease the publication of all Participant's
pages on the Internet and terminate the interface.
8. Miscellaneous. This agreement shall be interpreted in accordance with
the laws of the State of Texas and any legal proceeding arising out of this
agreement shall have venue in Dallas County, Texas. This agreement shall be
binding upon and inure to the benefit of the legal representatives, successors
and assigns of the parties hereto. This agreement and the TravelWeb Order Forms
and Change Orders contain all the provisions of any agreement between TWI and
Participant with respect to the publication of pages on the Internet and the
creation of an interface as provided herein and Participant has not relied upon
any promises or representations by TWI with respect to the subject matter
except as set forth herein.
TRAVELWEB, INC. PARTICIPANT: ITT SHERATON CORPORATION
By: /s/ XXXX X. XXXXX, III By: /s/ XXXXXXX XXXXXXX
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Xxxx X. Xxxxx, III Its: MGR. EXTERNAL CHANNEL DIST.
President -----------------------------------
Date: April 18, 1996 Date: March 11, 1996
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