MARKET REPORT
TERMS & CONDITIONS

RECITALS

WHEREAS:

HotStats provides Licensees a reporting system that provides hotel operational market data to subscribers;

The Licensee desires to access HotStats Reports as defined herein;

NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, Licensee and HotStats agree to the following terms and conditions. 

1. Definitions
   In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:
   
   “Licensed Materials” means the reports, databases or other information provided in  accordance with this Agreement to the Licensee
   
   “CompSets” means the aggregated financial data contained in a HotStats Market Report that is provided to the Licensee.
   
   “Market Report” is a report that presents key performance indicators of a qualifying compset of Licensee-selected   competitor hotels.
   
   “Order Form” means a Schedule or document outlining any Market Reports being ordered by Licensee and the commercial terms of that purchase or order.
   
   
2. Nature of Agreement
   1. This Agreement shall govern the access and use of any and all HotStats Reports by the Licensee.
   2. Any additional terms that apply to the use of the HotStats Reports are attached in the Order Form or Schedules attached hereto shall be incorporated in this Agreement.
3. HotStats Reports
   1. The Licensee shall have access to the HotStats Reports described in the Order Form.
   2. The HotStats Reports and any other material made available to the Licensee forms part of HotStats Data which is compiled, updated and amended using multiple data sources.
   3. Although HotStats utilizes best business practices to verify the accuracy of its the HotStats Data, HotStats does not verify or warrant nor otherwise corroborate the accuracy of any data or ratios used to produce or actually provided in HotStats Reports.
4. Fees and Payment
   1. The Licensee is liable for the fees as set forth in the Order Form. Fees shall be paid in advance.
5. Restrictions on Use of HotStats Reports
   1. Licensee may not download, store, sell, redistribute or use the HotStats Reports in any manner or for any purpose whatsoever except as stated in this Agreement.
   2. In the absence of the express written consent of HotStats to do so, the Licensee may not under any circumstances use the HotStats Reports:
      1. to compile a database;
      2. to commercially reproduce or redistribute HotStats Reports in any form or fashion including, but not limited to, through any media, commercial network, cable or satellite system; or
      3. in any fashion which may infringe or otherwise prejudice the proprietary rights of HotStats or its subscriber(s).
   3. The Licensee shall only use the HotStats Reports in conjunction with the business activities as defined in this Agreement. Use of HotStats Reports for other purposes shall not be permitted without the prior written consent of HotStats and may violate the law.
   4. The Licensee shall not copy, distribute or reproduce HotStats Reports without the prior written consent of HotStats except that Licensee may, without waiving the requirements of Clause 11 (Confidentiality) copy, distribute or reproduce HotStats Reports for internal purposes and may include the Report or extracts from it in the delivery of Professional Services reporting.
6. License
   1. Upon payment of the Subscription Fees applicable under this Agreement, HotStats hereby grants the Licensee a non-exclusive, non-transferrable license to use the Licensed Materials.
   2. License Terms. The license granted by this Clause 6 shall be subject to the following terms and conditions:
      1. The Licensee may not store the HotStats Reports on a server or any other form of networked storage device which can be accessed by any third parties who are not otherwise authorized to have such access; and
      2. The Licensee shall not make the HotStats Reports available for shared access without the prior written consent of the HotStats.
   3. License Restrictions.
      1. No Sublicense. The Licensee shall not sublicense, assign, or otherwise transfer any right to access and/or use the HotStats Reports and shall use the HotStats Reports only in the manner stated in this Agreement.
      2. No Resale. Unless it is expressly authorized to do so by this Agreement, the Licensee may not extract, or re-utilise the contents of the HotStats report for any commercial purposes including, but not limited to, the resale or redistribution of the HotStats Reports.
   4. License Termination. HotStats reserves the right to terminate this license immediately if i) HotStats, in its sole discretion, determines that Licensee has breached the terms of this Clause or ii) if the Licensee has obtained or caused any unauthorized access, use and/or has in any way compromised the integrity of the HotStats Reports. Such conduct shall also constitute an infringement of HotStats’ and its affiliates’ Intellectual Property Rights.
   5. Reservation of Rights. The HotStats Reports and any other related materials are and shall remain the property of HotStats and shall include, but are not limited to all data and information (including without limitation, computer software, computer database, computer software documentation, specifications, design drawings, reports, blueprints and the like) generated by HotStats in the execution of its obligations under this Agreement.
7. Intellectual Property
   1. In addition to the rights of the HotStats as stated herein and unless otherwise expressly indicated, all Intellectual Property Rights subsisting in the HotStats Reports and any other related materials are and shall remain the property of HotStats and shall include, but are not limited to
      • (a) derivative works created to the foregoing, even if the derivative works were created as part of the services provided, and
      • (b) the materials identified as materials of HotStats, which may consist of materials developed in the course of providing services under the Agreement. Except as specifically provided in this Agreement, Licensee obtains no right, title, or interest therein.
   2. The Licensee acknowledges and agrees that a breach of its obligations under this clause may cause harm to HotStats for which monetary damages are not a sufficient remedy. In such event the Parties understand and agree that HotStats shall be entitled to seek to obtain from a court of appropriate jurisdiction immediate injunctive or other equitable relief to which it may be entitled under the circumstances in addition to other remedies allowed under this Agreement and under applicable law.
8. Limitation of Liability and Indemnification
   1. The parties agree that the liability of Hotstats under this agreement hereunder shall be limited to direct damages not to exceed the total amount of subscription fees that Licensee has paid to Hotstats for the services in delivering the Market Report.
9. Assignment
   Neither Party shall assign, transfer, sub-contract, or in any other manner make over to any third party the benefit and/or burden of this Agreement without the prior written consent of the other, such consent not to be unreasonably withheld.  Notwithstanding the foregoing, HotStats may assign this Agreement or any interest herein, or delegate any obligation hereunder without the prior written consent of Licensee to an affiliate in connection with a merger, consolidation, reorganization acquisition or transfer of all or substantially all of its assets, provided however that Licensee shall have the right to immediately terminate the Agreement without any further liability if such assignment is made to a Competitor of the Licensee. For all valid assignments and delegations, this Agreement shall bind and inure to the benefit of the Parties and their successors and assigns.
   
   
10. Entire Agreement
    This Agreement sets forth the entire agreement and understanding between the Parties and supersedes all prior oral or written agreements, understandings or arrangements relating to the subject matter of this Agreement. Neither Party shall be entitled to rely on any agreement, understanding or arrangement not expressly set forth in this Agreement or its Schedules, save for any representation made fraudulently.
    
    
11. Governing Law and Jurisdiction
    This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith or disputes arising hereunder) shall be governed by, and interpreted pursuant to English law.
    
    
12. Remedies
    Unless otherwise expressly set forth in this Agreement, all remedies available to either Party for breach of this Agreement are cumulative and may be exercised concurrently or separately, are in addition to any other rights and remedies provided by law, and the exercise of any one remedy will not be deemed an election of such remedy to the exclusion of other remedies.
    
    
13. Survival
    The terms and provisions of this Agreement that by their sense and context are intended to survive the performance thereof or hereof by either Party or both Parties hereto shall so survive the completion of performance and termination or expiration of this Agreement, including but not limited to terms and provisions concerning Confidentiality, Personally Identifiable Information, Indemnification, Insurance, and Limitations of Liability and making of any and all payments due hereunder.
    
    
14. Relationship of the Parties
    Both Parties agree that they are independent entities. Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between the Parties. Each Party is responsible for the supervision, management, direction, employment costs, and payment of compensation of its own employees.