Exhibit 10.27
GALILEO CONTRACT NO. 34209
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GALILEO(R) SERVICES DISPLAY
AND RESERVATIONS AGREEMENT
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This Agreement made and entered into as of this 24th day of November, 1998,
between GALILEO INTERNATIONAL, L.L.C., a Delaware limited liability
company, whose principal place of business is located at 0000 Xxxx Xxxxxxx
Xxxx, Xxxxxxxx, Xxxxxxxx 00000 ("GT") and ORBIT NETWORK, INC., a Delaware
corporation whose principal place of business is located at 00 Xxxxxxxxxx
Xxxxxxxxx, Xxxxxx, Xxxxxxxxxx 00000 ("Vendor").
WITNESSETH:
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WHEREAS, GI owns and markets its computerized reservations and ticketing and
other services ("Galileo Services"); and
WHEREAS, Vendor owns and operates a computer system ("Orbit System") and has
developed a computerized database ("TravelFile"); and
WHEREAS, GI has developed a Galileo Services communications capability (the
"Direct Link") which will enable Galileo Subscribers to query TravelFile and
possibly, the travel related products and services of third party vendors
(respectively "Third Party Products" and "Third Party Vendors"); and
WHEREAS, Vendor desires to participate in Galileo Services for purposes of
facilitating the display of TravelFile and Third Party Products, and, at GI's
sole option, provide booking capabilities for Third Party Products, through
Galileo Services via the Direct Link;
NOW, THEREFORE, in consideration of the premises and the mutual obligations
hereinafter set forth, GI and Vendor hereby agree as follows:
1. DEFINITIONS
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For the purpose of this Agreement and its attachment, the following words
and terms shall have the following meanings:
A. "Ancillary Services" means limited access to Galileo Services by
Vendor solely for the purpose of facilitating the display of
TravelFile or Third Party Products.
B. "TravelFile" means Vendor's computerized database, which resides on
the Orbit System, which contains listings and information about
TravelFile Advertisers' (as defined in Section 1.I below) products and
services.
D. "Direct Link" means a Galileo Services communications capability
which, when a request for information or a transaction is being made
for a TravelFile Advertisers' products or services through TravelFile,
or for Third Party Products, by a GS through Galileo Services,
simultaneously transmits the transaction data or request to the Orbit
System.
E. "Galileo Services" or "Galileo" means GI's computerized reservations
and ticketing service and other services. For purposes of this
Agreement, Galileo Services may include services of Galileo(R),
Appolo(R) and any other computerized reservation system or authorized
agent thereof with whom GI has an agreement to distribute such
services or similar service ("Related CRS"). Said parties shall not be
considered third parties under this Agreement.
F. "Galileo Subscriber" or "GS" means any authorized user of Galileo
Services or any portion thereof.
Galileo and Apollo are registered trademarks of Galileo International in the
United States and/or other countries.
G. "Third Party Vendor" means a third party, other than a TravelFile
Advertiser, who has been approved by GI and is included in Attachment
A, who has contracted with Vendor to provide access to its travel-
related products and services through the Direct Link to Galileo
Subscribers.
H. "Third Party Products" means information and the travel related
products and services of the Third Party Vendors as set forth in
Attachment A hereto.
I. "TravelFile Advertiser" means a third party entity who has contracted
with Vendor to list its travel related products or services through
TravelFile, where such products or services directly benefit the
consumer and are generally considered destination related. For the
purposes of this Agreement, a vendor whose services are listed in
TravelFile does not have to be under contract with the Vendor to be
included in a TravelFile vendor listing.
2. RESPONSIBILITIES OF VENDOR
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A. Vendor, at its own cost, shall coordinate TravelFile Services with
Galileo Services to provide as advantageous and uniform reservations
services to all GSs as it provides through other computerized
reservations systems.
B. Vendor shall be responsible for ensuring that the contents of
TravelFile Services provided by it under this Agreement are current
and accurate.
C. Vendor is responsible for continually maintaining TravelFile,
including, but not limited to, the appropriate maintenance of rates,
charges, procedures, availability, and marketing information, pursuant
to the following guidelines:
(i) All data is to be logically indexed by Vendor;
(ii) All data is to be stored by Vendor in a "user friendly" format
requiring a minimum of input by GS to retrieve;
(iii) All data must be displayed in a literate, easily discernible
manner; and
(iv) Data must be maintained by Vendor in a timely manner and all
obsolete data must be deleted.
D. Vendor's use of the Direct Link shall be limited to the provision of
TravelFile to GSs through Galileo Services, or the provision of Third
Party Products approved by GI and included in Attachment A to this
Agreement. This does not include the acceptance of bookings, unless
terms related to the acceptance of bookings are specifically outlined
in Attachment A hereto. The data provided by Vendor through TravelFile
shall be of a quality and content at least equal to that provided by
Vendor through other computerized reservations systems.
E. Vendor shall be responsible for all of its costs associated with the
advertising, promotion and marketing of the availability of TravelFile
to others, including GSs. Vendor may use the GI service marks
"Galileo" and "Apollo" in promotional materials, provided that GI's
written approval for each such use is first obtained and Vendor
complies with any and all conditions GI may impose to protect the use
of GI's service marks. Vendor must state in all such materials that
"Galileo and Apollo are registered trademarks or service marks of
Galileo International".
F. Vendor is solely responsible for processing and responding to
questions and correspondence from GSs, consumers and others regarding
TravelFile or Third Party Products provided pursuant to this
Agreement.
G. Vendor shall make available to GI the same improvements, enhancements
or additions to TravelFile offered by Vendor to other end users of
other computerized reservations systems.
H. If Vendor participates in two or more computerized reservations
systems by offering TravelFile, then Vendor agrees not to recommend to
others any other systems over Galileo Services and it shall not
disparage Galileo Services in any way.
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I. Vendor shall pay one hundred percent (100%) of the costs associated
with the provision of telecommunications circuit(s) for the Direct
Link between Galileo and the Orbit System and Vendor shall pay GI for
such charges within thirty (30) days after the date of each monthly
invoice. In addition to monthly line charges, these communications
costs include all charges for installation, deinstallation, circuit
moves, circuit upgrades, and protocol changes. In the event Vendor
requires GI hardware (terminals, printers, etc.), such hardware shall
be contracted for under a separate Ancillary Services Agreement.
J. Upon execution of this Agreement, Vendor shall establish, and Vendor
shall enforce consistently and non-discriminatorily during the term of
this Agreement, objective and verifiable standards of quality and
performance of all of Vendor's travel information suppliers whose
products and services are reflected in TravelFile.
K. Vendor shall be responsible for all Third Party Product and TravelFile
Advertiser data and shall be subject to the same responsibilities as
defined in this Agreement as if the data were its own.
L. Following execution of this Agreement Vendor reserves the right to
contract with additional third party vendors and, if approved by GI,
the Agreement shall be amended to add such approved third party vendor
to Attachment A. Vendor agrees to terminate the display of any
transmission of Third Party Vendor data immediately unless such Third
Party Vendor is indicated on the Attachment A to this Agreement, or an
agreement has been reached between Vendor and GI to offer said service
and this Agreement is amended to indicate same.
M. Vendor shall provide GI with thirty (30) days prior written notice in
the event of termination of any Third Party Vendor listed on
Attachment A.
3. RESPONSIBILITIES OF GI
----------------------
A. During the term of and in accordance with this Agreement, GI shall
provide GSs with access to TravelFile and Third Party Products through
Galileo Services via the Direct Link.
B. GI shall communicate procedures to GSs which allow them to access
TravelFile through Galileo Services.
C. GI shall inform GSs of TravelFile and Third Party Products, as made
available under this Agreement; however, GI shall have no liability of
any kind whatsoever to any party as a result of or in any way
associated with the contents or accuracy of TravelFile or Third Party
Products provided by Vendor through Galileo Services.
D. GI reserves the right to request that Vendor discontinue display of
information in TravelFile or Third Party Products which, in GI's
reasonable judgment, fail to conform to acceptable standards of
practice and service or to the terms of this Agreement; provided,
however, GI shall give Vendor thirty (30) days prior written notice in
order that Vendor may remedy such defects in said standards.
Notwithstanding the provisions of the previous sentence, GI reserves
the right, upon notifying Vendor, to request Vendor to immediately
delete any subject matter which it reasonably considers to be
inappropriate, misleading or defamatory.
E. Except for those duties set forth herein, GI assumes no responsibility
for any other duties in connection with Vendor's services or any
TravelFile Advertiser or Third Party Products, including without
limitation, providing written confirmations of reservations,
confirmation number call-backs, answering complaints or any other form
of customer follow-up or contact.
F. GI may advertise, promote and market the availability of TravelFile or
Third Party Products provided to others pursuant to this Agreement,
including GSs. GI may use Vendor's tradename "TravelFile" in such
advertising, promotional and marketing efforts provided that Vendor's
written approval for each such use is first obtained and GI complies
with any and all conditions Vendor may impose to protect the use of
Vendor's tradename. GI must state in all such materials that
"TravelFile is a registered trademark of Orbit Network".
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4. FEES AND PAYMENTS
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A. Vendor agrees to pay for services covered by this Agreement as set
forth on Attachment A hereto.
B. Vendor shall reimburse GI for one hundred percent (100%) of the
installation charges and recurring monthly cost of the
telecommunications services referred to in Article 2.I and any fees
associated with de-installation and circuit moves.
C. GI shall invoice Vendor for all fees and charges hereunder. The
determination of Vendor's total invoiced fees and charges shall be
based solely on Galileo's records. All payments required under this
Agreement are due within thirty (30) days after receipt of invoice;
failure to pay invoices in timely fashion shall subject Vendor to a
late payment charge of one and one-half percent (1 1/2%) of the
delinquent balance per month compounded or the maximum rate permitted
by law, whichever is less. Notwithstanding, if Vendor disputes any
invoiced fees or charges, Vendor shall pay the entire invoice within
the timeframe set forth herein and shall identify such dispute in
writing within sixty (60) days from the date of invoice. GI shall
investigate such dispute, and if GI determines that such dispute is
valid, GI shall credit Vendor in the amount of the dispute found to be
valid.
D. GI reserves the right to increase or decrease the charge for any
service provided pursuant to this Agreement under thirty (30) days
prior written notice to Vendor. Among other things, this includes the
right to introduce charges for existing or new services provided
pursuant to this Agreement and the right to change the method by which
charges are calculated or assessed.
5. TERM
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This Agreement shall commence on August 1, 1998 (the "Commencement Date")
and, subject to the provisions of this Article, shall continue in full
force and effect for fifteen (15) months from the Commencement Date. Prior
to the end of such fifteen month term, the parties shall re-evaluate the
relationship between the parties to determine the feasibility of extending
this Agreement or negotiate a new agreement.
6. PROMOTION, ADVERTISING AND PUBLICITY
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GI and Vendor, from time to time, may promote and advertise the services
provided for under this Agreement in accordance with programs developed in
cooperation with each other. Promotions under this Agreement relating to
Vendor and its services, which include, but are not limited to, the use of
Vendor's trademarks, service marks, or logos, shall be subject to prior
written approval of Vendor. Promotions under this Agreement relating to GI
and its services, which include, but are not limited to, the use of GI's
trademarks, service marks, or logos, shall be made only upon written
approval of GI.
7. SUBSCRIBER LISTING
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Vendor agrees that any GS listing which may be provided to Vendor, at GI's
discretion and upon the payment of its prevailing rates, is proprietary to
and is the trade secret of GI, and Vendor shall treat such listing as
confidential. Any such listing is deemed to be confidential information
subject to the provisions of Article 14. Vendor shall permit only those of
its officers, directors, agents and employees with a need to know to have
access to the listing in the performance of their duties under this
Agreement, and to take all reasonable measures necessary to ensure that its
officers, directors, agents and employees are informed of and comply with
these confidentiality requirements.
8. ENHANCEMENTS OR MODIFICATIONS OF GALILEO SERVICES OR FUNCTIONS
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A. GI retains the right to enhance or modify Galileo Services at GI's
discretion during the term of this Agreement. Any enhancement or
modification of Galileo Services may be offered by GI to Vendor at any
time after acceptance of this Agreement. Any such enhancement or
modification may be provided at
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GI's sole discretion as available, pursuant to a written supplement to
this Agreement and subject to charges, terms and conditions mutually
acceptable to GI and Vendor.
B. At any time during the term of this Agreement, GI may at its
discretion offer to Vendor computerized functions in addition to
Galileo Services. Any such additional function may be provided at GI's
sole discretion as available, pursuant to a written Agreement and
subject to charges, terms and conditions mutually acceptable to GI and
Vendor.
9. TAXES AND FEES
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A. In addition to any other charges or sums payable to GI under this
Agreement, Vendor shall pay when due, or, at GI's election, reimburse
and indemnify and hold GI and its owners harmless from and against,
all sales, use, excise, franchise, withholding, real property, and
other taxes and any and all domestic and foreign duties or import,
export or license fees, howsoever designated (together with any
related interest or penalties not arising from fault on the part of
GI), now or hereafter imposed by any local or foreign taxing
authority, or governmental agency or other similar bodies arising out
of or in connection with this Agreement. Vendor shall reimburse GI for
all such taxes, fees and charges within thirty (30) days of receipt of
GI's invoice therefor. Notwithstanding the foregoing Vendor shall not
be responsible for any taxes payable or based on GI's net income.
B. Notwithstanding Article 9.A above, unless otherwise agreed in writing
in advance by the parties hereto, GI shall be responsible for the
filing of all personal property tax returns and shall pay all taxes
indicated thereon. Vendor shall reimburse GI for all such taxes, fees
and charges within thirty (30) days of receipt of GI's invoice
therefor.
C. Upon the request of GI, Vendor shall provide reasonable assistance to
GI in the filing of any documents or the making of any statement in
connection with the recovery of any taxes referred to in this Article.
D. Vendor shall reimburse GI upon demand for all expenses (including
without limitation all costs, expenses, losses, legal and accountant's
fees and disbursements, penalties and interest) incurred by GI in
making payment, protesting payment or endeavoring to obtain refund of
any such taxes, fees or other charges.
10. TITLE
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A. Title and full and complete ownership rights to all GI-owned or
developed software contained in Galileo Services used in the
performance of this Agreement shall remain with GI. Vendor understands
and agrees that such software constitutes trade secrets and GI's
proprietary information whether any portion thereof is or may be
validly copyrighted or patented. In addition, any data processing
documentation, supplied to Vendor in any form by GI, with respect to
the operation of Galileo Services, and any and all copies thereof, are
for the exclusive use of Vendor and shall not be disclosed or made
available to any other person, firm, corporation or governmental
entity in any form or manner whatsoever, except as provided in Article
14. Vendor expressly acknowledges and agrees that, notwithstanding
anything to the contrary herein, all passenger name record ("PNR"),
passenger information, and other data and information entered into
Galileo Services is owned by GI and GI has sole discretion concerning
such information.
B. Title and full and complete ownership rights to all Vendor-owned
information provided to GI by Vendor hereunder shall remain with
Vendor. Such information may be disclosed or made available to GSs,
other travel agents and the general public solely to facilitate the
display of Vendor's services as provided hereunder, and may not be
disclosed or made available, any other form or manner whatsoever, to
any other person, firm, corporation or governmental agency.
11. NON-EXCLUSIVITY
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Vendor and GI understand and agree that this is a non-exclusive Agreement
and that similar agreements may be entered into by either party with any
other person or entity.
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12. ASSIGNMENT
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Neither party may assign or otherwise transfer any of its rights or
obligations under this Agreement to any third party without the prior
written consent of the other party, which consent shall not be unreasonably
withheld. Notwithstanding the foregoing, GI may assign this Agreement
without Vendor's consent to a corporate affiliate or successor of it. Any
violation of this provision shall be cause for immediate termination of
this Agreement or, at the option of the non- assigning party, the
non-assigning party may declare the assignment of any of the rights or
obligations under the Agreement null and void ab initio.
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13. CHANGE IN OWNERSHIP
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GI may terminate this Agreement immediately, without liability, upon
written notice, if, after the date of this Agreement any third party
acquires control of or a controlling interest in Vendor.
14. CONFIDENTIALITY
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A. Except in any proceeding to enforce any of the provisions of this
Agreement, neither party (the "User") shall, without the prior written
consent of the other party (the "Owner"), publicize or disclose to any
third party, either directly or indirectly: (1) this Agreement or any
of the terms or conditions of this Agreement; or (ii) any confidential
or proprietary information or data, either oral or written, received
from and designated as such by the Owner (hereinafter collectively
"Confidential Information").
B. If either party is served with a subpoena or other legal process
requiring the production or disclosure of any Confidential
Information, then that party, before complying, shall immediately
notify the Owner and shall use its best efforts to permit the Owner a
reasonable period of time to intervene and contest disclosure or
production.
C. If the user breaches this Article 14, then the Owner may terminate
this Agreement immediately, upon written notice to the User.
D. Upon termination of this Agreement, each party must return any and all
Confidential Information received from the other party. The provisions
of this Article shall continue in force in accordance with their
terms, notwithstanding the termination of this Agreement for any
reason.
15. FORCE MAJEURE
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Except for any payment obligations, neither party shall be deemed to be in
default or liable for any delays in the event and to the extent that
performance thereof is delayed or prevented by acts of God, public enemy,
war, civil disorder, fire, flood, explosion, riot, labor disputes, work
stoppage or strike, unavailability of equipment, any act or order or any
governmental authority, or any other cause, whether similar or dissimilar,
beyond its control.
16. INDEPENDENT CONTRACTORS
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This Agreement is not intended to and shall not be construed to create or
establish any agency, partnership or joint venture relationship between the
parties hereto.
17. TERMINATION FOR CAUSE
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A. If either party (the "Defaulting Party") becomes insolvent, if the
other party (the "Insecure Party") has evidence that the Defaulting
Party is not paying its bills when due without just cause; if the
Defaulting Party takes any step leading to its cessation as a going
concern, or if the Defaulting Party either causes or suspends
operations for reasons other than a strike, then the Insecure Party
may immediately
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terminate this Agreement on notice to the Defaulting Party unless the
Defaulting Party immediately gives adequate assurance of the future
performance of this Agreement by establishing an irrevocable letter of
credit -- issued by a U.S. bank acceptable to the Insecure Party, on
terms and conditions acceptable to the Insecure Party, and in an
amount sufficient to cover all amounts potentially due from the
Defaulting Party under this Agreement -- that may be drawn upon by the
Insecure Party if the Defaulting Party does not fulfill its
obligations under this Agreement in a timely manner.
B. If bankruptcy proceedings are commenced with respect to either party
(the "Bankrupt") and if this Agreement has not otherwise terminated,
then the other party (the "Other Party") may suspend all further
performance of this Agreement until the Bankrupt assumes or rejects
this Agreement pursuant to Section 365 of the Bankruptcy Code or any
similar or successor provision. Any such suspension of further
performance by the Other Party pending the Bankrupt's assumption or
rejection shall not be a breach of this Agreement and shall not affect
the Other Party's right to pursue or enforce any of its rights under
this Agreement or otherwise.
C. If either party (the "Defaulting Party") fails to observe or perform
any of its obligations under this Agreement, and such failure
continues for a period of thirty (30) days after written notice to the
Defaulting Party by the other party thereof (except in the case of any
payments due, where the period to cure such nonpayment shall be five
(5) days after notice), then, without prejudice to any other rights or
remedies the other party may have, this Agreement shall terminate
without further notice as of the expiration date of such notice
period. Notwithstanding anything to the contrary herein, in the event
Vendor is the Defaulting Party, then GI may, at its sole option and
without prejudice to any other of its rights or remedies, reduce or
restrict provision of services provided under the Agreement without
termination of the Agreement.
18. NON-WAIVER, POST-TERMINATION RIGHTS
-----------------------------------
The right of either party to require strict performance and observance of
any obligations under this Agreement shall not be affected in any way by
any previous waiver, forbearance or course of dealing. Exercise by either
party of its right to under this Agreement shall not affect or impair its
right to bring suit for any default or breach of this Agreement. All
obligations of each party that have accrued before termination or that are
of a continuing nature shall survive termination.
19. INVALIDITY, SEVERABILITY
------------------------
In the event that any material provision in this Agreement is or is about
to be prohibited or declared unenforceable in any jurisdiction, or becomes
impractical or uneconomical to perform as a result of any impending or
actual change in any applicable law, GI shall, at its option, have the
right to terminate this Agreement, or to amend, supersede, or delete the
prohibited, unenforceable, impracticable or uneconomical provision or
provisions, upon written notice to Vendor. If any provision of this
Agreement is held invalid or otherwise unenforceable, the enforceability of
the remaining provisions shall not be impaired thereby.
20. INDEMNIFICATION
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A. Vendor shall indemnify and hold harmless GI, its owners, officers,
directors, employees, and agents from all liabilities, damages,
losses, claims, suits, judgments, costs, and expenses, including costs
and reasonable attorneys' fees, directly or indirectly incurred by GI
from any claims by third parties arising out of or in connection with
Vendor's failure of performance of its obligations under this
Agreement.
B. To the extent of its obligations under Article 21, GI shall indemnify
and hold harmless Vendor, its officers, directors, employees and
agents from and against any and all liabilities, damages, losses,
claims, suits, judgments, costs, and expenses, including costs and
reasonable attorneys' fees, directly or indirectly incurred by Vendor
from any claims by third parties arising out of or in connection with
GI's failure of performance of its obligations under this Agreement.
C. Vendor shall indemnify and hold harmless GI, its owners, officers,
directors, employees, and agents from all liabilities, damages,
losses, claims, suits, judgments, costs, and expenses, including costs
and
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reasonable attorneys' fees, directly or indirectly incurred by GI from
any claims by third parties arising out of or in connection with
Galileo Subscribers' acts or omissions in selling the services or
products of Vendor or any Third Party Vendor or TravelFile Subscriber.
D. Each party shall indemnify and hold harmless the other party, its
officers, directors, employees, and agents from all liabilities,
damages, losses, claims, suits, judgments, costs, and expenses,
including costs and reasonable attorneys' fees, directly or indirectly
incurred by the other party from claims by third parties arising out
of or in connection with the indemnifying party's products or services
supplied in connection with this Agreement.
E. If, pursuant to this Agreement, either party (the "Provider") provides
computer services to the other party (the "User") or permits the User
to use its logo, service marks, or trademarks, then the Provider shall
indemnify and hold harmless the User from all liabilities, damages,
losses, claims, suits, judgments, costs, and expenses, including costs
and reasonable attorneys' fees, directly or indirectly incurred by the
User arising out of or in connection with any claim that the use of
the Provider's computer services, logo, service marks, or trademarks
infringes any existing patent, copyright, trademark, or property
right.
21. REPRESENTATIONS AND WARRANTY
----------------------------
A. GI REPRESENTS AND WARRANTS THAT:
(i) IT IS THE OWNER OR LICENSEE OF THE SOFTWARE USED IN GALILEO
SERVICES; AND
(ii) IT HAS THE RIGHT TO PROVIDE GALILEO SERVICES TO VENDOR.
B. VENDOR'S REMEDIES FOR BREACH OF THE WARRANTIES SET FORTH IN PARAGRAPH
21.A OF THIS AGREEMENT SHALL BE SOLELY LIMITED TO REPLACEMENT OF THE
SOFTWARE CAUSING THE BREACH OF WARRANTY.
C. EACH PARTY HERETO REPRESENTS THAT:
(i) THE INDIVIDUAL SIGNING THIS AGREEMENT OR ANY AMENDMENT TO THIS
AGREEMENT, ON BEHALF OF VENDOR OR GI, AS THE CASE MAY BE, IS, OR
AT THE MATERIAL TIME SHALL BE, DULY AUTHORIZED TO EXECUTE THIS
AGREEMENT OR AMENDMENT ON BEHALF OF VENDOR OR GI, AS THE CASE MAY
BE, AND HAS FULL POWER AND AUTHORITY TO BIND VENDOR OR GI, AS THE
CASE MAY BE, TO THE TERMS AND CONDITIONS HEREOF; AND
(ii) THIS AGREEMENT CONSTITUTES A LEGAL, VALID, AND BINDING AGREEMENT
OF VENDOR OR GI, AS THE CASE MAY BE, ENFORCEABLE IN ACCORDANCE
WITH ITS TERMS.
D. THE WARRANTIES AND REMEDIES SET FORTH IN ARTICLES 21.A AND 21.B ARE
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EXCLUSIVE AND GI MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED,
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INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY
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OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO GALILEO SERVICES
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OR SOFTWARE.
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E. EXCEPT FOR THE INDEMNIFICATION SET FORTH IN ARTICLE 20.B COVERING A
BREACH OF THE EXCLUSIVE WARRANTIES SPECIFIED HEREIN, EXCEPT FOR A
BREACH OF THE EXCLUSIVE WARRANTIES SPECIFIED IN ARTICLE 21.A AND
EXCEPT FOR THE RIGHT TO RECEIVE THE EXCLUSIVE REMEDY SPECIFIED IN
ARTICLE 21.B, VENDOR HEREBY WAIVES AND RELEASES GI FROM ANY AND ALL
OTHER OBLIGATIONS AND LIABILITIES AND ALL RIGHTS, CLAIMS AND REMEDIES
IT MAY HAVE AGAINST GI, EXPRESS OR IMPLIED, ARISING BY LAW OR
OTHERWISE DUE TO ANY DEFECTS, ERRORS, MALFUNCTIONS OR INTERRUPTIONS OF
SERVICE TO GALILEO SERVICES OR THE SOFTWARE, INCLUDING ANY LIABILITY,
OBLIGATION, RIGHT, CLAIM OR REMEDY
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IN TORT OR FOR LOSS OF REVENUE OR PROFIT OR ANY OTHER DIRECT,
INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES.
F. EACH PARTY ACKNOWLEDGES THAT, IN ENTERING INTO THIS AGREEMENT,
IT DOES NOT DO SO ON THE BASIS OF, AND DOES NOT RELY ON, ANY
REPRESENTATION, WARRANTY OR OTHER PROVISION EXCEPT AS EXPRESSLY
PROVIDED IN THIS AGREEMENT.
22. EXPENSES
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In the event of a breach of this Agreement, the prevailing party in any
action to enforce the terms of this Agreement shall be entitled to
reimbursement of its reasonable expenses in such enforcement, including
reasonable attorney's fees.
23. GOVERNING LAW
-------------
This Agreement and all disputes arising under or in connection with this
Agreement, including actions in tort, shall be governed by the internal
laws of the State of Illinois without regard to its conflicts of laws
principles. All actions brought to enforce or arising out of this Agreement
shall be brought in federal or state courts located with the County of
Xxxx, State of Illinois, Vendor hereby consenting to personal jurisdiction
and venue therein. GI shall be entitled to take such steps as it may
consider necessary or desirable in order to enforce any judgment or order
against Vendor with respect to this Agreement in any jurisdiction where
Vendor trades or has assets.
24. NOTICES
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All notices, requests, demands or other communications given or required
hereunder shall be in writing in the English language and shall be sent by
first class mail, registered or certified mail, postage prepaid, or by
overnight or express mail, facsimile or telex to the relevant party at its
address as set forth below or to such other address as such party shall
designate in writing for that purpose.
If to GI: If to Vendor:
Galileo International Orbit Network
0000 Xxxx Xxxxxxx Xxxx 00 Xxxxxxxxxx Xxxxxxxxx
Xxxxxxxx, Xxxxxxxx 00000 Xxxxxx, Xxxxxxxxxx 00000
Attn: LEGAL - Contract Notices Attn: Legal Department
Notice sent via electronic means shall be effective immediately if sent on
a business day prior to 5:00 p.m. local time of the recipient. All other
notices shall be effective the first business day after transmission.
25. NON-ENGLISH VERSIONS
--------------------
If any non-English versions of this Agreement are created, then in the
event of a conflict between this English version and any non-English
version, this English version shall prevail.
26. ENTIRE AGREEMENT
----------------
A. This Agreement, including Attachment A, constitutes the entire
agreement and understanding of the parties on the subject matter
hereof, and, as of the effective date, supersedes Covia Agreement No.
19488 and all other prior agreements, whether written or oral, between
the parties concerning the subject matter hereof, excluding amounts
due GI or any of its predecessors that may have accrued under a prior
agreement between the parties. Any such prior amounts shall be deemed
an obligation of this Agreement for which all provisions herein shall
apply.
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B. This Agreement may be modified only by further written agreement
signed by all of the parties to this Agreement, except as otherwise
expressly provided herein.
IN WITNESS WHEREOF, Vendor and GI have executed this Agreement as of the day and
year first above written.
ORBIT NETWORK, INC. GALILEO INTERNATIONAL, L.L.C.
By /s/ F. Xxxxxxx Xxxxxx By /s/ Xxxx X. Xxxxxx
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Name F. Xxxxxxx Xxxxxx Name Xxxx X. Xxxxxx
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Title President Title Vice President, Sales & Marketing
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Date Date November 24, 1998
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ATTACHMENT A Galileo Contract No. 34209
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1. Vendor agrees to pay GI a monthly fee of $7,500.00 USD for the provision of
TravelFile to Galileo Subscribers using the Apollo system.
2. Vendor agrees to pay GI the applicable fees, as set forth in Table I below,
for Third Party Products made available to GSs through the Direct Link.
Such Third Party Products will be permitted only with written approval by
GI and may require an additional fee to be paid to GI by Vendor or said
Third Party Vendor, as indicated below.
Table I
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Subject to Separate Booking
Third Party Vendor Product to be Distributed Agreement with GI Allowed Fee
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Solarnet Datebase of Tours No No $500.00 USD Per
month
Eurostar Eurostar Passenger No Yes $1.00 USD Per
Service reservations Net Passenger
Segment*
* For a period of twelve (12) months after the effective date of this Agreement,
GI will provide the first 2,500 Eurostar Net Passenger Segments booked each
month at no charge to Vendor. Each Net Passenger Segment booked exceeding 2,500
per month will be charged at the rate of $1.00 USD per Net Passenger Segment.
This introductory offer only applies to Eurostar.
Vendor shall provide GI with a monthly report detailing the number of Net
Passenger Segments (passengers x rail segments) transacted through Galileo
Services via the Direct Link. Such report shall include for each booking: agency
pseudo city code, country of booking agency, date of booking, content of each
name field, and the number of rail segments. GI shall have the right to audit
Vendor's records pertaining to such bookings. Vendor agrees to submit its
monthly report within thirty (30) days after the end of each month to:
GALILEO INTERNATIONAL
0000 XXXX XXXXXXX XXXX
XXXXXXXX, XXXXXXXX 00000 X.X.X.
ATTN: TRAVEL DIRECTOR MANAGER, Xxxxx Xxxx
GI reserves the right to examine Vendor's books at reasonable times and upon
reasonable notice to the extent necessary to verify the data specified above or
to the extent necessary to supplement incomplete or missing data required under
this Agreement. If GI discovers any discrepancies in Vendor's data, GI reserves
the right to request that Vendor makes appropriate adjustments in any payments
based upon such audit.
