SUBSCRIPTION AGREEMENT
TERMS & CONDITIONS

RECITALS

WHEREAS:

HotStats provides subscribers a database and reporting system that provides hotel operational market and competitor intelligence data to subscribers;

The Subscriber desires to access HotStats Reports as defined herein and receive applicable training, maintenance and support services as further described in this Agreement;

The Subscriber agrees to submit the specified operating data to HotStats (“the Data Submission”);

HotStats agrees to provide the Subscriber with access to the HotStats Reports subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, Subscriber 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:
   
   “Benchmark Report” is a report that presents key performance indicators of a Subscriber’s individually selected hotel or hotels against a Subscriber’s selected own hotels or against a qualifying CompSet of Subscriber-selected competitor hotels.
   “Business Day” means, any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in the Territory.
   
   “Business Hours” means the hours between 9:00 a.m. and 6:00 p.m. Eastern Standard Time.
   
   “CompSet” means the aggregated financial data contained in the HotStats System that is used by the subject Subscriber property for benchmarking purposes. 
   
   “Competitor” means an entity that, (i) directly or indirectly owns or controls, one or more hotel brands; or (ii) is primarily engaged, directly or indirectly, in the management, licensing, franchising or operation (as opposed to the mere passive ownership of hotels) of branded hotels in the Territory. As used herein, the term “primarily” with respect to a particular activity of an entity, means that such activity generates 75% or more of the gross revenues of all activities conducted by such entity, as measured on a particular date by reference to the trailing 12 months preceding such date.
   
   “Confidential Information” means any and all information of or regarding Subscriber including (i) attorney- client privileged materials, attorney work product, Subscriber lists, Subscriber contracts, Subscriber information, rates and pricing, information with respect to competitors, strategic plans, account information, research information, information that contains trade secrets, financial/accounting information, human resources/personnel information, benefits-related information, payroll information, marketing/sales information, contact information, information regarding businesses, plans, operations, mergers, acquisitions, divestitures, third party contracts, licenses, internal or external audits, law suits, arbitrations, mediations, regulatory compliance or other information or data obtained, received, transmitted, processed, stored, archived, or maintained by HotStats under this Agreement; (ii) compilation or summary information or data that contains or is based on Confidential Information, (iii) Subscriber Data, (iv) third party information; (v) Work Products; and (vi) information treated or defined as confidential under the Privacy Standards.
   
   “Data Reporting Rules” means the set of rules governing the anonymity and confidentiality of HotStats Subscribers’ Data Submissions in the preparation of HotStats Reports pursuant to the Rules of CompSet Formation as defined in Exhibit A and as may be required by relevant statute.
   
   “Data Submission” means the data which the Subscriber agrees to submit under this Agreement , or when referring to Third Party means other data which is submitted to HotStats under a separate HotStats Subscriber Agreement.
   
   “Database” means the systems that warehouse HotStats data and from which HotStats Reports are compiled.
   
   “External Benchmarking” The comparison of HotStats key performance indicators for a Subscriber’s hotel against a qualifying CompSet of Subscriber-selected competitor hotels.
   
   “Hotel Properties” means the set of hotels operated or owned, the hotel brands operated or owned and the hotel franchisees contracted to the Subscriber.
   
   “HotStats Reports” means the suite of data and graphical HotStats market and competitor intelligence reports which are delivered by the System and to which the Subscriber is granted rights of access by virtue of this Agreement.
   
   “Initial Term” means the initial term of this Agreement as set out in Section 13 “Term and Termination” herein.
   “Intellectual Property Rights” means all vested contingent and future intellectual property rights including but not limited to copyright, trademark, service mark, trade dress, design rights (whether registered or unregistered), patents, know-how, trade secrets, inventions, database rights, and any applications for the protection or registration of these rights and all renewals and extensions thereof existing in any part of the world whether now known or in the future created in any technology, system, invention, medium, or content, including without limitation text, print, pictures, photographs, video, Marks, logos, designs, drawings, artistic and graphical works, music, speech, computer software and documentation, any other works of authorship, and any form, method or manner of expression or communication.
   
   “Internal Benchmarking” The comparison of HotStats key performance indicators for a Subscriber’s own hotels against the Subscriber’s own individual or selected own CompSet of hotels.
   
   “Losses” means all losses, fines, penalties, liabilities, damages and claims, and all related costs and expenses (including reasonable legal fees, disbursements and costs of investigation, litigation, settlement, judgment, interest and penalties).
   
   “Order Form” means a Schedule or document outlining any Software, Subscription, or Services being ordered by Subscriber and the commercial terms of that purchase or order.
   
   "Personally Identifiable Information" means any information that can be used to distinguish or trace an individual's identity, either alone or when combined with other personal or identifying information that is linked or linkable to a specific individual including, but not limited to an individual's name, address, telephone number, e-mail address, credit card information, social security number, or other similar specific factual information. In the context of the hospitality business PII may be an individual’s personal preferences, hotel stay- related information and guest account information. PII may be stored in any media or format, including computerized or electronic records as well as paper-based files, including all copies, fragments, excerpts, whether or not such PII has been intermingled with other information or materials., PII may include any and all information that is generated, collected, stored or obtained as part of this Agreement or such information that HotStats has access to while performing its obligations and responsibilities under this Agreement.
   
   “Third Party Data” means any person or entity providing Data Submissions to HotStats that that are not from Subscriber.
   
   “Services” means the services to be provided by HotStats under this Agreement as described in the Order Form.
   
   “Software” means any software used by the Subscriber to access the Database.
   
   “Subscriber Data” means all data provided to HotStats by Subscriber including data that may be processed, stored or transmitted by HotStats in the course of providing the Services.
   
   “Subscriber Internal Business Operations” means Subscriber’s internal business operations including the operation and management of Subscriber Properties and use of professional advisors therewith.
   
   “Subscriber’s Equipment” means any electronic or data recording system onto which the Subscriber has recorded HotStats Reports in part or in whole.
   
   “Subscription Fees” means the fees payable by the Subscriber in order to access the Data as set out in the Order Form.
   
   “System” means HotStats’ computer system and any supporting software or programs through which the Database is accessed.
   “Term” means the term of this Agreement as defined in Section 14 or an Order Form.
   
   “User Login” means the combination of unique User ID, Password and Memorable Word granted exclusively to a permitted user by the System.
   
   
2. Nature of Agreement
   1. This Agreement shall govern the access and use of any and all HotStats Reports by the Subscriber.
   2. Any additional terms that apply to the use of the HotStats Reports are in the Order Form  attached hereto shall be incorporated in this Agreement. Any conflict terms in the Order Form shall take precedence over any conflicting terms herein.
3. The Data Submission.  Subscriber shall provide HotStats the Data Submission as set forth in the order Form.
   
   
4. HotStats Reports
   1. The Subscriber shall have access to the HotStats Reports through HotStats’ proprietary online reporting platform.
   2. The HotStats Reports and any other material made available to the Subscriber forms part of HotStats Data which is compiled, updated and amended using multiple data sources. HotStats may from time to time make amendments to the System, to any software or programs which form a part of the System or HotStats Data or to any other associated material or facilities under its control provided such amendments do not materially reduce the quality of the Data.
   3. HotStats will use commercially reasonable efforts to ensure Subscriber has access to the HotStats Reports on Business Days during Business Hours applicable in the Territory.
   4. 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.
5. Subscription Fees and Payment
   1. The Subscriber shall pay the Subscription Fees to HotStats as set forth in the Order Form.  Subscription Fees shall be paid within 30 days of receipt of an undisputed invoice.
   2. In the event that the Subscriber fails to pay an invoice within the required time period, HotStats shall have the right to suspend the Subscriber’s access to the Database, resuming upon receipt of cleared funds amounting to all amounts due from the Subscriber.  HotStats shall not be liable for any delays or claims arising out of the Subscriber’s inability to access the Database or the Data due to such suspension.
   3. HotStats reserves the right to change the Subscription Fees from time to time.  In the event that HotStats decides to change the Subscription Fees, HotStats will provide Subscriber 30 days’ prior written notice of such change.  Any change to the Subscription Fees shall take effect on first day after the notice period has ended.   
6. Obligations of Subscriber
   1. In the event that the Subscriber’s Hotel Properties change (for example a property is added, upgraded, downgraded or removed) during the term of this Agreement, the Subscriber shall disclose details of such changes to HotStats on a commercially reasonable basis in order to preserve accurate Data.
   2. HotStats will comply with all applicable privacy and other laws and regulations relating to protection, collection, use, and distribution of Personally Identifiable Information. HotStats will not: (a) use Personally Identifiable Information to market its services or those of a third party; or (b) sell or transfer Personally Identifiable Information to third parties; or (c) otherwise provide third parties with access thereto.
7. Restrictions on Use of HotStats Reports
   1. Subscriber 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 Subscriber 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 Subscriber shall only use the HotStats Reports in conjunction with the business activities of the Hotel Properties 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 Subscriber shall not copy, distribute or reproduce HotStats Reports without the prior written consent of HotStats except that  Subscriber may, without waiving the requirements of Section 11 (Confidentiality) copy, distribute or reproduce HotStats Reports for internal purposes and may provide a copy of HotStats Reports to professional advisers, asset managers, hotel owners and franchisees, that are affiliated with the Subscriber’s Hotel Properties.
8. Software License
   1. License.  Upon payment of the Subscription Fees applicable under this Agreement, HotStats hereby grants the Subscriber during the Term a non-exclusive, non-transferrable license to use the Software and any related documentation ("Documentation"), for the sole purpose of accessing, storing and using HotStats Reports.
   2. License Terms. The license granted by this Section 8 shall be subject to the following terms and conditions:
      1. The HotStats Reports may only be accessed by employees of the Subscriber who have been provided with a dedicated and unique User Login;
      2. the Subscriber 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
      3. the Subscriber 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 Subscriber shall not sublicense, assign, or otherwise transfer any right to access and/or use the Database and shall not sublicense, assign, or otherwise transfer any right to access and/or use the HotStats Reports and shall access the Database and 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 Subscriber may not extract, or re-utilise the contents of the Database 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 Subscriber has breached the terms of this Section or ii) if the Subscriber has obtained or caused any unauthorized access, use and/or has in any way compromised the Database or the HotStats Reports.  Such conduct shall also constitute an infringement of HotStats’ and its affiliates’ Intellectual Property Rights.
   5. Reservation of Rights. Other than any Subscriber Confidential Information, all Intellectual Property Rights subsisting in the System, the Database, 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.  In addition, all HotStats materials are subject to the confidentiality provisions in Section 11 of this Agreement.
9. Subscriber’s Access to HotStats
   1. HotStats reserves the right to disable Subscriber access at any time in the event that, in the sole discretion of HotStats, the Subscriber’s usage of the system has or is likely to cause failures, interruptions, errors, defects or any other form of disruption to the System or to the Database.
   2. In the event that HotStats is required to disable the Subscriber’s access under this Agreement, HotStats shall provide reasons in writing as soon as possible thereafter and shall provide details of any actions required on the part of the Subscriber to enable the Subscriber to resume access to the HotStats Reports.
   3. HotStats shall have the right to alter the Subscription Fees if changes made under sub-Section 9.2 result in increased costs to HotStats unless HotStats exercises its right to terminate this agreement under Section 9.4.
   4. Failure by the Subscriber to comply with the terms of this Section 9 shall give HotStats the right to terminate the Subscriber’s access to the System immediately and to terminate this Agreement in accordance with Section 14.
   5. Under no circumstances may the Subscriber access parts of the System which it is not expressly authorized to.
   6. Under no circumstances may the Subscriber allow or cause to be allowed usage of the System in contravention of any term of this Agreement.
   7.  The Subscriber shall ensure that its authorized users fully take all necessary precautions to ensure that no third party can access the system through their act or omission and to ensure no negligent or fraudulent use of their User Login.
   8. The Subscriber may not use its access to the System in any manner which may result in the System, the Database or the HotStats Reports being accessed, used, stored or redistributed through any other database, network or other distribution medium.
10. 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 System, the Database, 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, Subscriber obtains no right, title, or interest therein.
    2. The Subscriber 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.
11. Confidentiality
    1. Each Party agrees that except as otherwise stated in the Agreement:
       1. not to use, sell or otherwise make Confidential Information available to any third parties; provided, however, that either party (and any of its employees, officers, directors, representatives or other agents) may disclose to any third party to the extent required by judicial order or compulsion of law, however before making such a disclosure, the party to whom the preceding applies shall contact the other within one business day of receipt of such a request for disclosure and within three business days of such notice that party shall indicate if it wishes to challenge such disclosure;
       2. to restrict all Confidential Information to employees or agents on a "need to know" basis, shall inform employees and agents of the confidentiality requirement, and shall take reasonable precautions to prevent any disclosures; 
       3. all information that meets the applicable definition of a trade secret and retains trade secret status under applicable law, this obligation shall survive the termination of this Agreement.  For all other Confidential Information, this obligation shall survive the termination of this Agreement for a period of two (2) years; 
       4. not to make any copies of, record in any way or part with possession of any Confidential Information; and
       5. to ensure that none of its directors, officers, employees, agents or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Sections 11.1.1 to 11.1.4 above.
    2. Other than as stated in this Agreement including but not limited to Section 14.8 herein, upon termination of this Agreement or upon the request of the disclosing Party, the recipient of Confidential Information shall promptly deliver to the other Party or destroy any and all such information in its possession or under its control, and any copies made thereof which the recipient of said information may have made, except as the Parties by prior express written permission have agreed to retain.  The Parties acknowledge and agree that a breach of its obligations under this section may cause harm to the other Party for which monetary damages are not a sufficient remedy. In such event the Parties understand and agree that the non-defaulting Party 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.
    3. The provisions of this Section 11 shall continue in force in accordance with their terms, notwithstanding the termination of this Agreement for any reason.
12. Limitation of Liability and Indemnification
    1. Losses for which HotStats shall not be liable include, but are not limited to those arising out of:
       1. defects, failures or interruptions in the System or the Database; or
       2. errors or inaccuracies in the HotStats Reports or the Database.
    2. The Subscriber shall be liable for, and shall indemnify HotStats against any costs, liability, damages, loss, expenses, claims or proceedings in respect of any injury or damage whatsoever incurred either directly or indirectly as a result of:
       1. breach by the Subscriber of any of the provisions of this Agreement; or
       2. use by the Subscriber (not in accordance with this Agreement) of the System, the Database, or the HotStats Reports.
    3. In the event that the Subscriber makes any gain from any breach of this Agreement, notwithstanding any other remedies to which HotStats shall be entitled, the Subscriber  shall be required to indemnify HotStats for any loss suffered as a result of such breach and shall be required to reimburse HotStats for any such gain.
    4. NOTWITHSTANDING THE INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL HOTSTATS BE LIABLE TO SUBSCRIBER OR ANY THIRD PARTY FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, WHETHER IN TORT OR IN CONTRACT, INCLUDING LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF (A) SUBSCRIBER USING THE SYSTEM, DATABASE OR HOTSTATS REPORTS (WHETHER SUCH USE IS DIRECT OR INDIRECT), (B) ANY INTERRUPTION OF USE OF THE SYSTEM, DATABASE OR HOTSTATS REPORTS OR (C) FOR LOSS, INACCURACY OR CORRUPTION OF THE SYSTEM, DATABASE OR HOTSTATS REPORTS, EVEN IF THE HOTSTATS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    5. 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 SUBSCRIBER HAS PAID TO HOTSTATS FOR THE SERVICES AND THE SOFTWARE IN THE PAST 12 MONTHS AT THE TIME OF THE EVENT GIVING RISE TO THE LIABILITY.
13. Term and Termination.
    1. This Agreement shall commence on the date provided in the Order Form.
    2. The Initial Term and commencement date shall begin on the Effective Date and continue for a period of 12 months (“Initial Term”)
    3. The Term of this Agreement shall continue from year to year thereafter unless or until terminated by either Party providing at least one month prior written notice to the other Party prior to the expiration of any Term.
    4. All Subscription Fees are non-refundable.  HotStats reserves the right to change the fees for any subsequent term of the Agreement by providing the Subscriber 30 days’ prior written notice of any change of the fees to the Subscriber.
    5. Either Party has the right to terminate the Agreement immediately if the other:
       1. has committed a material breach of this Agreement, unless such breach is cured by the breaching Party within 45 days after written notice; or
       2. If either party is bankrupt, insolvent, or is in liquidation either voluntary or compulsory (save for the purposes of bona fide corporate reconstruction or amalgamation).
    6. The discontinuation of Data Submissions by one or more Third Party Data Contributor(s) shall not constitute a material breach of this Agreement.
    7. The Subscriber may terminate the Agreement for convenience after the initial Term with one month’s written notice.  In such event no refund of any pre-paid Subscription Fees will be payable by HotStats.  The Subscriber will also remain liable for full payments of any unpaid subscription fees for the remainder of the current Term in which the termination notice is given.
    8. In the event of any termination or expiration of this Agreement HotStats shall not be required to permanently delete the Data Submission from the Subscriber; but shall be limited in use of that data to verifying or validating the accuracy of HotStats Reports previously provided to HotStats Subscribers wheresoever required.  HotStats will retain ownership of all such Data Submission.
    9. Any and all rights and obligations of the Parties which either expressly or by their nature continue beyond the termination, cancellation or expiration of this Agreement shall survive termination.
14. 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 Subscriber to an affiliate in connection with a merger, consolidation, reorganization acquisition or transfer of all or substantially all of its assets, provided however that Subscriber shall have the right to immediately terminate the Agreement without any further liability if such assignment is made to a Competitor of the Subscriber. For all valid assignments and delegations, this Agreement shall bind and inure to the benefit of the Parties and their successors and assigns.
15. Notices
    1. All notices under this Agreement shall be in writing and shall be signed by, or on behalf of, a duly authorized officer of the Party giving the notice.
    2. Notices shall be deemed to have been duly given:
    3. when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient; or
       1. when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or
       2. on the fifth Business Day following mailing, if mailed by national ordinary mail, postage prepaid; or
       3. on the tenth Business Day following mailing, if mailed by airmail, postage prepaid.
    4. All notices under this Agreement shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.
16. Force Majeure
    Neither Party to this Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party, such Party is without fault in causing such failure or delay; and such failure or delay could not have been prevented by reasonable precautions and cannot reasonably be circumvented by such Party through the use of alternate sources, workaround plans or other means.  Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question (a Force Majeure Event).  If a Force Majeure Event occurs, the non-performing Party will be excused from any further performance or observance of the obligation(s) so affected for as long as such circumstances prevail and such Party continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. Any Party so delayed in its performance will promptly notify the other by telephone and describe at a reasonable level of detail the circumstances causing such delay (to be confirmed in writing within twenty-four (24) hours after telephonic notice).
    
    
17. Severability
    The Parties agree that, in the event a court of competent jurisdiction finds that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable to any extent, than those provisions shall be deemed severed from the remainder of this Agreement.  The remainder of this Agreement shall be valid and enforceable to the fullest extent permitted by law or equity.
    
    
18. Entire Agreement
    1. This Agreement and the Order Form set 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 Order form, save for any representation made fraudulently.
    2. Unless otherwise expressly provided elsewhere in this Agreement, this Agreement and the Order Form  may be varied only by a document signed by both of the Parties.
19. No Waiver
    The Parties agree that no failure by either Party to enforce the performance of any provision in this Agreement shall constitute a waiver of the right to subsequently enforce that provision or any other provision of this Agreement.  Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.
    
    
20. Taxes
    If required by any law, statute, or regulation, HotStats will collect from the Subscriber and remit to the appropriate authorities, any Taxes applicable to the provision of the Services.
    
    
21. 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 the laws of the State of New York, United States of America excluding any laws regarding the choice or conflict of laws.
    
    
22. Compliance with Laws
    1. HotStats agrees and warrants that the services provided will not violate any applicable law, rule, or regulation, and that HotStats possesses all permits required to comply with any applicable law, rule, regulation, ordinance, order, direction and regulation, including applicable privacy and security laws (as they may be amended from time to time) of the applicable government agencies having jurisdiction over the provision and use of the services provided.
    2. The Subscriber agrees and warrants that it possesses all permits required to comply with any applicable law, rule, regulation, ordinance, order, direction and regulation, including applicable privacy and security laws (as they may be amended from time to time) of the applicable government agencies having jurisdiction over the use of the services provided.
    3. HotStats and Subscriber each warrants that it is duly organized and in good standing under the laws of the jurisdiction in which it is organized and has the authority and power to enter into this Agreement and perform its obligations hereunder.
    4. Both Parties warrants that neither the execution of this Agreement nor that Party’s performance of its obligations under this Agreement will directly or indirectly violate or interfere with the terms of another agreement to which that Party is a party, nor will either Party enter into any agreement the execution or performance of which would violate or interfere with this Agreement.
    5. EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH HEREIN NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
23. Counterparts.
    This Agreement may be executed in counterparts and exchanged by facsimile or electronically scanned copy. Each such counterpart will be deemed to be an original and all such counterparts together will constitute one and the same Agreement.
    
    
24. Interpretation
    Neither party will be deemed the drafter of this Agreement nor shall any provision be construed against either party as the drafter
    
    
25. 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.
    
    
26. 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.