QUORE® SOFTWARE SUBSCRIPTION AGREEMENT

This is a legal software-as-a-service (SAAS) AGREEMENT effective as of [[Month Day, Year]] ("the Effective Date") between Quore Systems, LLC, a Tennessee limited liability company having a principal office at 2000 Meridian Blvd. Suite 200, Franklin TN 37067 ("Quore"), and [[Hotel Full Legal Name]], a [[State]] company having a principal office at [[Hotel Address]], [[City]], [[State]] and [[Zip]] ("Client"), (collectively "the Parties"). This Agreement is entered into pursuant to and governed by the terms and conditions of the Master Services Agreement between Six Continents Hotels, Inc. ("IHG") and Quore dated June 3rd 2016, which are incorporated herein by reference and attached hereto as Exhibit B. The parties agree to be bound by the terms and conditions of the Master Services Agreement. For purposes of this Subscription Agreement, all references to IHG in the Master Services Agreement are to be deemed references to the undersigned Client and vice versa, except with respect to those references to IHG in the Master Services Agreement, which by their nature and intent, can only mean "IHG". In the event of any conflict between the terms of this Agreement and the Master Services Agreement, the terms of the Master Services Agreement shall govern;

WHEREAS, Quore is in the business of designing, developing, installing and maintaining software products, and providing access to such products, for the hospitality industry;

WHEREAS, Quore has developed and is in possession of software and associated hardware devices that provide for and facilitate management, scheduling, communications, documentation and other services related to various aspects of hotel operations, including but not limited to: on-demand maintenance, preventative maintenance (PM), room management, pool/spa operations, inventory management, inspections, guest satisfaction logs, budget balance sheets, housekeeping tasks, employee performance metrics and/or additional related functions ("the Software");

WHEREAS, the Software includes numerous features that constitute intellectual property owned by Quore and which are subject to protection under the laws of the United States and foreign countries where applicable, including but not limited to copyright, patent, design, trademark, trade dress and trade secret protection;

WHEREAS, Client desires to gain access to Quore's software on a subscription basis for use at certain hotel properties owned and/or managed by Client listed in Exhibit A attached hereto;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. ENGAGEMENT

• 1.1. Engagement. Client hereby engages Quore to provide to Client internet-based subscription access to the Software developed and owned by Quore. The Software shall be used by Client only in connection with the business operations of the Hotels listed on Exhibit A attached to this Agreement. Client shall be allowed to operate the Software in order to store certain of Client's information and Data related to operation of the Hotels listed on Exhibit A on Quore's servers and/or on third-party servers or cloud application providers to be selected by Quore. Quore hereby accepts such engagement on the terms and conditions set forth herein. The Software shall be accessed and used only by Client through a Quore-designated access portal.

2. DEFINITIONS

• 2.1. "Data" shall mean any electronically stored information.
• 2.2. "Effective Date" shall mean the date the last one of the Parties has signed this Agreement.
• 2.3. "Enhancements" shall mean modifications, improvements, additions, or any other revisions to the Software made during the Subscription Period.
• 2.4. "End Date" shall mean the mutually agreed-upon date that access to the Software will end for each Hotel listed in Exhibit A.
• 2.5. "Hotels" shall mean the properties identified in Exhibit A for which access to the Software is granted during the Subscription Period.
• 2.6. "Software" shall mean the software made accessible by Quore to Client.
• 2.7. "Start Date" shall mean the mutually agreed-upon date that access to the Software will begin for each Hotel listed in Exhibit A. The Start Date may vary among Hotels, and some Hotels may have a later Start Date than other Hotels.
• 2.8. "Subscription Fee" shall mean the mutually agreed-upon price payable to Quore for providing access to the Software during the Subscription Period.
• 2.9. "Subscription Period" shall mean the period during which Client is granted access to the Software under this Agreement. The Subscription Period for each Hotel shall begin on the Start Date and end on the End Date identified for that Hotel identified in Exhibit A, unless otherwise specified.

3. GRANT OF LICENSE

• 3.1. Grant of License. Subject to the terms herein, Quore hereby grants to Client, and Client accepts a non-transferable, non-exclusive license to access and use the Software during the Subscription Period. The license granted herein shall be for use by Client only at the Hotels only.
• 3.2. No Sublicense Rights. Client does not have the right to sublicense the Software or any portion or component thereof, or any of Quore's intellectual property rights granted hereunder, or any other rights or obligations under this Agreement, in whole or in part, to any other third party, including any of Client's affiliated, related or subsidiary companies or organizations. Client shall not attempt to sublicense the Software or any portion or component thereof, in whole or in part, to or for use in any hotels or other business not listed in Exhibit A. Third-party workers employed at the Hotels may have the right to access and use the Software in connection only with operations of the Hotel or Hotels at which the worker is employed.
• 3.3. Nonexclusive License. The grant of a limited license under this Agreement is non-exclusive, and Quore may grant additional licenses to any other third parties of Quore's choosing during or after the term of this Agreement.
• 3.4. Retained Rights. Quore retains all rights including but not limited to the rights to access, use, make, sell, and import the Software during the term of this Agreement and thereafter.
• 3.5. Enforcement. Client does not have the right to enforce any intellectual property or other rights associated with the Software at any point during the Subscription Period or at any time thereafter unless expressly authorized by Quore in a separate agreement.
• 3.6. Limits on Grant. This Agreement does not transfer to Client any rights other than the right to access and use the Software. This Agreement does not transfer to Client any right to make copies of or to reproduce; to distribute copies of or otherwise transfer ownership by rental, lease or lending; to create derivative works of; or to display publicly any components of the Software at any time during or after the Subscription Period. The license provided under this Agreement applies only to those Hotels listed in Exhibit A, and Client shall not access or use the Software in or in association with other hotels not identified in Exhibit A.
• 3.7. No Merger or Modifications; No Assignment or Sale. Client shall not merge the Software with any other program or modify the Software. Client shall not reverse-engineer, disassemble, decompile, or make any attempt to discover the Source Code at any time before, during or after this Agreement. Client shall not sell, sublicense, rent or lease any portion of the Software. No copies of the Software or Source Code will be made available to Client.

4. SUBSCRIPTION FEES AND PAYMENT FOR PURCHASED SERVICES

• 4.1. Subscription Fees. In exchange for Quore providing access to the Software during the Subscription Period, Client shall pay to Quore a monthly Subscription Fee for each Hotel. The Subscription Fee is established for each Hotel as set forth in Exhibit A on a price per hotel per month basis in U.S. dollars. Expiring Subscriptions shall require an Addendum to Exhibit A and may be subject to new Subscription Fees.
• 4.2. Payment Date. The Subscription Fee shall be due and payable in advance in monthly installments. The first monthly Subscription Fee installment shall be due no later than 15 days prior to the scheduled Start Date. Each subsequent monthly Subscription Fee installment for each Hotel shall be due in advance in monthly installments beginning with the Start Date for that Hotel. In the event that the first monthly Subscription Fee installment for a Hotel is not paid at least 15 days prior to the scheduled Start Date, Quore may at its discretion postpone the Start Date until such time as 15 days after the first monthly Subscription Fee for that Hotel is paid.
• 4.3. Invoicing and Payment. Quore shall submit to Client an invoice for the monthly Subscription Fee for each Hotel. Multiple Hotel Subscription Fees may be included on a single invoice. Invoices are to be paid directly to Quore Systems, LLC in accordance with directions on the invoice. Client may add additional Hotels to this Agreement after the Effective date. Subscription Fees for all Hotels added after the Effective Date will be invoiced separately at a pro-rated rate corresponding to the number of months of the Subscription Period for the new Hotels. Subscription Periods for all new Hotels added after the Effective Date shall have a common End Date as listed in Exhibit A.
• 4.4. Subscription Fee Adjustment. Subscription Fees shall remain as identified in Section 4.1 above and/or Exhibit A for each Hotel during the Subscription Period. Subscription Fees are subject to change for services after the Subscription Period ends. Subscription Fees for services rendered after the Subscription Period ends shall be negotiated in good faith between the Parties.
• 4.5. Subscription Fee is Non-refundable. All Subscription Fees already paid shall be non-refundable except as otherwise provided in this Agreement.
• 4.6. Overdue Charges. If any amount owed by Client becomes 60 or more days overdue, Quore may at its discretion suspend access to one or more features of the Software until such time as the overdue amount is paid in full.
• 4.7. Enhancements. In the event that Client requests Quore to develop one or more Enhancements to the Software during the Subscription Period, the Subscription Fee may be increased upon mutual agreement by both Parties in consideration of Quore's undertaking to develop and to provide access to the Enhancements. Any modification to the Subscription Fee during the Subscription Period must be agreed upon and indicated in a written amendment to Exhibit A signed by both Parties. Quore is under no obligation to provide Enhancements requested during, before or after the Subscription Period, and Quore may refuse to provide requested Enhancements at its discretion. Refusal or failure by Quore to provide any requested Enhancement shall not constitute a breach of this contract.
• 4.8. Subscription Fees are Confidential. Client shall treat all Subscription Fee information as confidential and shall not disclose or otherwise reveal or make available to any third parties without the prior written consent of Quore.
• 4.9. Taxes and Other Amounts. Client shall be responsible for all Subscription Fees and other charges and fees due hereunder, and will pay to Quore all sales, use, excise or other similar taxes (federal, state or local) measured directly by amounts payable to Quore pursuant to this Agreement. In no event shall Client be obligated to pay any tax imposed on income of Quore pursuant to this Agreement or any tax imposed on Quore's privilege of doing business.

5. INTELLECTUAL PROPERTY

• 5.1. Ownership of Software. Client acknowledges that the Software embodies intellectual property owned by Quore. Subject to the limited license to access and use granted under Section 3 above and any other licenses granted by Quore, Quore shall own all right, title, and interest in the Software, including any patents, copyrights, trademarks, designs, trade secrets and other proprietary rights and information related thereto, and in all derivative works, modifications, Enhancements, upgrades, translations, corrections and new versions of the Software, including without limitation any derivative works, modifications, Enhancements, upgrades, translations, corrections and new versions of the Software resulting from suggestions or comments from Client or any of Client's employees, representatives, customers, contracts, affiliates or agents.
• 5.2. Copyright Rights. Quore shall own all copyright rights associated with the Software, including the rights to make copies of or to reproduce the Software; to distribute copies of the Software or otherwise transfer ownership by rental, lease or lending; to create derivative works of the Software; or to publicly display the Software.
• 5.3. Patent Rights. Quore shall own all patent rights in the Software and any improvements thereto, made at any time during or after the Subscription Period, and Client shall not file any patent applications related to the Software or any improvements thereto at any time before, during or after the Subscription Period. Client agrees that it shall assign and hereby does assign any intellectual property rights related to the Software that it develops or invents before, during or after the Subscription Period to Quore. Quore shall retain the right to file and prosecute, and shall own, all patent applications associated with the Software.
• 5.4. Trademark Rights. Quore shall own all trademark and service mark rights associated with the Software, including the brand name Quore® and all associated graphics and logos. Client shall not use the names, trademarks, service marks, copyrights, or photos of the embodiments of the Software or associated components or products, except as otherwise allowed in this Agreement, without the express written permission of Quore.
• 5.5. Trade Secret Rights. Quore owns confidential, non-public trade secrets associated with the Software that are not readily ascertainable from the Software itself. In the event Client is exposed to such trade secrets, Client agrees to keep such trade secrets confidential both during and after the Subscription Period. Client's duty to maintain the confidentiality of Quore's trade secret information shall continue after the Subscription Period ends.
• 5.6. No Reverse Engineering. Client shall not directly or indirectly reverse engineer or attempt to reverse engineer, at any time before, during or after the Subscription Period, any portion or component of the Software or any associated hardware components or products provided to or made accessible to Client under this Agreement. Client shall not assist or otherwise aid any third parties in reverse engineering the Software or any associated components or products at any time during or after the term of this Agreement.
• 5.7. Notice of Unauthorized Use or Infringement. In the event Client learns of any unauthorized use of the Software, or unauthorized access to the Software, or any potential infringement of any intellectual property rights owned by Quore, Client shall provide written notice of such activity to Quore within thirty (30) days of becoming aware of the activity.

6. CONFIDENTIALITY

• 6.1. Confidential Relationship. The relationship between the Parties under this Agreement is a confidential one, requiring the exercise of caution, discretion and good faith in the use of information concerning the Software. Each party acknowledges that all information concerning the other party received as a result of this Agreement, including, without limitation, any and all of Client's marketing information will be deemed "Confidential and Proprietary Information". Each party agrees that, except as otherwise provided in this Agreement, it will not permit the duplication, use or disclosure of any such Confidential and Proprietary Information to any person or entity (other than its own employees, contractors, or agents who must have such information for the performance of their obligations under this Agreement), unless authorized in writing and signed by the other party.
• 6.2. Non-disclosure. Without written permission from Quore, Client shall not disclose or share with any other third party, either before, during or after the Subscription Period, any Confidential and Proprietary information including but not limited to any idea, concept, data, document, hardware device, user interface, screen shot, drawing, or other information, in tangible or intangible form, concerning the Software, its operation or its uses. The confidentiality.
• 6.3. Login Information. Login information including user names and passwords for accessing the Software are to be treated as Confidential and Proprietary information. Client shall not share any login information for electronically accessing the Software with any third party before, during or after the Subscription Period.
• 6.4. Employees. Client shall take all reasonable measures to prevent its employees from breaching the confidentiality provisions of this Agreement.
• 6.5. No Prior Development. Client hereby agrees that it has not previously and is not currently developing any products similar to the Software.
• 6.6. Availability to Third Parties. Client shall maintain the confidentiality of the Software both during and after the Subscription Period and shall not demonstrate or otherwise make the Software, access to the Software, or any features or components of the Software including hardware devices available to any third parties at any time during or after the Subscription Period, especially to representatives or agents of any other software development companies or organizations.
• 6.7. Tutorial Information. Quore may make available to Client training information such as books, papers, videos or audio recordings, or web-based access to such materials, demonstrating how to use the Software. Client hereby agrees that all training information shall be treated as confidential information, and Client further agrees that all training information is subject to the confidentiality provisions of this Agreement.

7. TERMINATION

• 7.1. Term. The term of this Agreement shall be deemed to have begun on the Effective Date and shall continue to the common End Date set forth in Exhibit A, unless terminated earlier in accordance with Section 8.2 of the Master Services Agreement.
• 7.2. Elective Renewal. Client and Quore may elect to renew this Agreement for a new Subscription Period prior to an End Date of an existing Subscription Period by executing a mutually-agreed on renewal agreement prior to the end of the existing Subscription Period. Any such renewal agreement shall include a Revised Exhibit A including a listing of Hotels, pricing information, and End Dates set forth in the Revised Exhibit A applicable to the subscription for the new Subscription Period. During an elective renewal Subscription Period, this Agreement and all rights and obligations hereunder shall remain binding on the Parties.
• 7.3. Termination Upon Transfer. In the event a Hotel is sold, or if Client no longer manages a Hotel, or if a Hotel's franchise agreement regarding any IHG brand expires or terminates during the Subscription Period, Client may remove that Hotel from the Agreement and terminate that Hotel's subscription to the Software by providing written notice to Quore at least fourteen (14) days prior to the transfer of ownership or end of management. No Subscription Fees shall be refunded based on such termination.
• 7.4. Termination Upon Brand Requirements. In the event a Hotel is required by its Brand to use another software tool that conflicts with the Software, during the Subscription Period, Client may remove that Hotel from the Agreement and terminate that Hotel's subscription to the Software by providing written notice to Quore at least fourteen (14) days prior to the desired termination date. No Subscription Fees already paid shall be refunded based on such termination.
• 7.5. Obligations upon Termination. Upon termination of this Agreement, Client shall cease accessing the Software and return to Quore all components of the Software, including all related documentation, all access criteria, all software code and any and all related computer readable media or hardware devices owned by Quore pertaining to the Software. Client agrees to cease any and all use and/or access of the Software at the time of termination of this Agreement. Client shall not attempt to access the Software after termination of this Agreement.
• 7.6. No Consequential Damages. Except as set forth in the Master Service Agreement, notwithstanding anything to the contrary, in no event shall either Client or Quore be liable to the other for any loss of anticipated profits or for any special, indirect, or consequential damages resulting from or arising out of this Agreement and/or the use or operation of the Software, however the same may be caused.
• 7.7. Exclusive Remedies. Except as expressly provided otherwise herein, for any breach of the warranties specified herein, Client's exclusive remedy, and Quore's entire liability shall be an award of credits for future Subscription Fees. Notwithstanding the foregoing, the parties acknowledge that there may not be an adequate remedy for a breach by Client of the express limitations on access and use of the Software as set forth in this Agreement, and accordingly the Parties acknowledge and agree that in such case the non-breaching party shall be entitled, in addition to all other remedies that may be available under this Agreement or otherwise, to seek injunctive relief to prevent the continuation of any such breach.

8. DATA

• 8.1. Data. All Data generated before, during or after the Subscription Period that is stored on Quore's servers and/or on servers operated, used or maintained by Quore shall remain available to Client and IHG for ninety (90) days. During the Subscription Period, Quore shall allow electronic access to the Data to Client as provided in the normal operation and functionality of the Software.
• 8.2. Data Backup. Quore shall provide off-server backup of Data at a data storage location of Quore's choosing. Data backup shall take place at intervals of no less than once every 24 hour period.
• 8.3. Data Recovery. In the event that any Data is lost or damaged during the Subscription Period by no fault of Client, Quore may make available to Client the most recent available Data backup directory for recovery of the Client Data.
• 8.4. Right to Copy, Use and Manipulate Data. Client hereby grants Quore a limited, non-exclusive right to make copies of and to use all Data uploaded by Client or otherwise created or stored by Client on Quore's servers and/or on servers operated, used or maintained by Quore solely to the extent necessary for the operation of the Software during the Subscription Period. Quore may use all Data and associated information created or stored by Client on Quore's servers and/or on servers operated, used or maintained by Quore, with the exception of uploaded Client documents or forms, to compile statistical information related to use, reliability, efficiency and/or cost of products or services used in the hospitality industry for purposes of developing reports to be supplied to customers for budgeting and planning purposes or to manufacturers for quality assessment, provided the Data and statistics shall only be reported in a generic fashion and without identifying the Client and with all personally identifiable information removed or obscured.
• 8.5. Post-Subscription Data Retrieval. In the event that Client seeks access to stored Data after the Subscription Period ends, Quore shall make such Data or access to such Data available for up to ninety (90) days after the Subscription Period ends. Quore is under no obligation to provide any Data or access to any Data to Client at any time beyond ninety (90) days after the end of the Subscription Period and will destroy all Client Data in its possession or control.
• 8.6. Data Access. Client may access and backup stored Data at any time during the Subscription Period. Quore is under no obligation to provide any copies of stored Data other than providing access to Data in accordance with normal use and functionality of the Software. Quore may temporarily suspend access to Data during the Subscription Period at its discretion as necessary to prevent or limit damage or loss to Data or to the Software such as during power outages, virus/malware/hack attempts or infections, server shutdowns, or any other threats to the Data or to the Software. Quore shall not be liable for any loss of Data or loss of access to Data due to a network failure or connectivity problem at a Hotel.
• 8.8. Disclosure of Data. Client acknowledges and agrees that IHG will have access to all Client Data and such disclosure shall not be deemed a breach of either party's obligations with respect to this Agreement or the Master Services Agreement. Such disclosures may include, Client's name, services purchased, monthly and/or annual usage in both summary and detail, total billings, payment status and any other information which may be necessary for the purposes of managing this Agreement or the Master Services Agreement on behalf of IHG and Client.
• 8.9. Client Uploaded Documents. Some modules of the Software may include an electronic document storage system that allows Client to upload existing documents to Quore's servers and/or on servers operated, used or maintained by Quore as part of the Subscription. Client shall own all such documents, and Client may remove such documents at Client's discretion. While such documents are stored on Quore's servers and/or on servers operated, used or maintained by Quore as part of the Subscription, Quore shall have access to the documents as required for providing operation of the Software. Quore may not duplicate such documents or share such documents with third parties or use such documents for any purpose other than for providing operation of the Software without Client's written authorization. If Client wishes to access, download, or delete such documents after a Subscription Period ends, Client must provide Quore with written notice seeking access to the document storage system. Quore shall provide such access upon receipt of a written request for a period of up to ninety (90) days after a Subscription Period ends.
• 8.10. Client Identification Data. Quore must obtain written authorization from Client before making any disclosure of Data that allows identification of Client that is stored on Quore's servers and/or on servers operated, used or maintained by Quore as part of the Subscription.
• 8.11. Protection of Client Data. Quore will use and maintain appropriate administrative, physical, and technical safeguards to protect Client Data. These safeguards are designed to (i) prevent unauthorized access, use or disclosure of Client Data (including during storage, transmission and disposal); (ii) protect against any anticipated threats or hazards to the security or integrity of Quore's servers and/or servers operated, used or maintained by Quore as part of the Subscription and Client's Data; and (iii) ensure the proper, secure and lawful storage, transmission and disposal of the Client Data.
• 8.12. Security Incident. If Quore believes or has reason to believe that any (a) unauthorized destruction, loss, alteration of or access to Client Data or (b) breach of the safety and security of Client's Data has occurred or is believed to have occurred (a "Security Incident"). Quore shall (i) promptly notify Client of such Security Incident, (ii) promptly start an investigation of the Security Incident and mitigate any risk that may arise from the Security Incident, and (ii) provide Client with a written report on the outcome of its investigation including any risk to Client Data and any remedial actions recommended in response to the Security Incident.

9. CUSTOMER SUPPORT

• 9.1. Remote Support. Quore shall provide remote support in the form of email, telephone and video conferencing, video tutorials, and/or instruction manuals to assist Client in implementation, operation and maintenance of the Software as reasonably necessary to provide Client the ability to access and use the Software. Remote support shall be included in the Engagement at no additional cost to Client. All documentation provided as part of remote support shall be treated as confidential information.
• 9.2. On-site Support. Quore may, at Quore's discretion and at Client's request, provide on-site support to Client in the form of an on-site meeting with one of Quore's agents or representatives to address technical problems associated with the access to and/or usage of the Software. On-site support services are not included in the Subscription Fee for each Hotel. All On-site support services will be invoiced separately by Quore.
  • 9.2.a. On-site Support Expenses. On-site support, if provided, will be subject to additional costs not included in the price of the Engagement. Reasonable and pre-approved travel and lodging expenses associated with on-site support incurred by Quore shall be paid by Client.
  • 9.2.b. On-site Maintenance Fee. Additionally, Quore may charge Client an on-site maintenance fee of up to $500 per day for every Quore employee or agent physically present during on-site support.
  • 9.2.c. On-site Support Invoices. All expenses associated with on-site support shall be sent to Client as a separate invoice, and all invoices received by Client associated with on-site support shall be paid within 30 days of receipt of the invoice.
• 9.3. Training. Quore may require as a prerequisite before providing any user access to the Software, or to any portion of the Software, that each user complete a training course administered by Quore. Such training may be referred to as Quore Academy™. Quore may deny access at any time to any user that has not satisfactorily completed all appropriate training course(s).
• 9.4 Upgrades. Quore will apply regular system patches and upgrades within 90 days of release to ensure the integrity of the system and/or data within the system. If a patch or upgrade is deemed urgent, it shall be applied as soon as possible but no later than 14 days after release.

10. HARDWARE DEVICES

• 10.1. Access on Hardware Devices. Quore agrees to provide access to the Software using a limited number of hardware devices such as mobile electronic devices manufactured by a third party, such as I-Pods and Android devices, for accessing and operating the Software during the Subscription Period.
• 10.2. Purchase and Ownership. Client shall purchase and retain ownership of the hardware devices. Quore is under no obligation to purchase or provide hardware devices under this Agreement.
• 10.3. No Warranty. Quore shall not be liable for any damages that may be incurred based on usage of the hardware devices by Client or by any other third parties.
• 10.4. Confidentiality. All confidentiality provisions of this Agreement shall apply to the portions of the Software that are configured for operation on or interoperability with the hardware devices.

11. WARRANTIES

• 11.1. Maintenance. Quore shall take reasonable efforts to provide and maintain access to the Software during the Subscription Period.
• 11.2. Third-Party Claims. Upon being notified of any third-party claim relating to violation of third-party rights, in addition to Client's rights and remedies provided elsewhere in this Agreement, Quore shall at its sole option use good faith efforts to provide for one of the following: (i) defend through litigation or obtain through negotiation the right of Client to continue using the Software; (ii) modify the Software so as to make it non-infringing while preserving the original functionality, or (iii) replace the Software with a functionally equivalent alternative. Client shall provide to Quore a copy of any such correspondence including such notice of any third-party claim based on Client's access or use of the Software within fourteen (14) days of Client's receipt of such notice.
• 11.3. Service Warranty. Quore warrants that (i) the services provided hereunder will be performed in a workmanlike manner, in conformity with the professional standards for comparable services in the industry, and in compliance with any specifications or other requirements of this Agreement, (ii) it will promptly remedy any nonconformance reported by Client, at no additional cost to Client, and (iii) it will use leading commercial software designed to detect software viruses and other undesirable components that could have an adverse effect on Client's use of the Software and will promptly take all reasonable steps to remove or neutralize any such components discovered.
• 11.4. Service Level. Quore warrants that Client shall have access to the Software and to Client's Data stored on Quore's servers or third-party servers used by Quore during the Subscription Period.
• 11.5. Errors in Software. Client shall submit an electronic Support Ticket using the Support Center module of the Software to Quore identifying any perceived errors, deficiencies or "bugs" in the Software ("Errors"). Quore shall undertake a reasonable investigation to determine whether such Errors exist, and Client shall provide all additional information requested by Quore necessary to diagnose the Errors.

(i) Upon receipt of an electronic Support Ticket from Client identifying the Errors, and upon receipt of such additional information as Quore may reasonably request in order to analyze the Errors, Quore shall use its diligent commercial efforts and reasonable care to resolve the Errors, in accordance with generally accepted industry standards and practices.

(ii) Quore is not obligated to address Errors to the extent reasonably found by Quore, to be caused by (A) Client's negligence or intentional misconduct; (B) a modification to the Software, or the hardware on which the Software is installed, by Client; (C) improper or unauthorized use of the Software; (D) use of the Software in a manner for which it was not designed; or (E) causes external to the Software such as, but not limited to, power failure or electric power surges.

(iii) The obligation to address Errors provided in this Section 11.6 shall be in addition to and not in limitation of any other warranties hereunder.

EXCEPT AS PROVIDED IN THIS SECTION 11, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY DISCLAIMED. QUORE DOES NOT WARRANT THAT THE SOFTWARE OR HARDWARE WILL MEET CLIENT'S REQUIREMENTS OR THAT THE SOFTWARE WILL OPERATE IN COMBINATION WITH ANY OTHER SOFTWARE OR PROGRAMS SUPPLIED BY CLIENT OR ANY THIRD PARTY.

12. DATA

• 12.1. User Generated Content. In the event that Client uploads or causes to be created, copied or stored on any of Quore's servers or data storage devices, or any servers or data storage devices maintained, used or operated by Quore, any Data in a manner that violates or that itself violates any state or federal law or that violates any third-party rights, Client shall fully indemnify Quore in any legal action against Quore by any third party, including the payment of attorney fees for defending the action. In exchange for being provided access to the Software, Client agrees that it will not upload, create or cause to be stored on any of Quore's servers or data storage devices, or any servers or data storage devices maintained, used or operated by Quore, any Data or other content that violates any state or federal law or that violates any third party rights.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be entered into as of the Effective Date first set out above by themselves or their duly authorized representatives.

EXHIBIT A - HOTEL LIST

[[HOTEL NAME]]

• Signature: [[CONTACT NAME]]
• Name: [[CONTACT NAME]]
• Title: [[CONTACT TITLE]]
• Date: [[CONTRACT DATE]]

MASTER SERVICES AGREEMENT

This Master Services Agreement (this "Agreement") is effective as of June 3, 2016 (the "Effective Date") and is entered into by and between: Six Continents Hotels, Inc., an InterContinental Hotels Group company incorporated and registered in the state of Delaware, having a place of business at Three Ravinia Drive, Suite 100, Atlanta, GA 30346 ("IHG"); and Quore Systems, LLC, a Tennessee limited liability company having a principal place of business at 2000 Meridian Blvd. Suite 200, Franklin TN 37067 ("Supplier"), (IHG and Supplier sometimes are individually each referred to as a "Party," and collectively referred to herein as the "Parties").

BACKGROUND:

WHEREAS, Supplier has represented to IHG that it has the expertise, personnel, products, services and skills required to meet the requirements of IHG as represented by IHG, and IHG in reliance on such representation and the information provided by Supplier and subsequent discussions, has selected Supplier over other suppliers and service providers to provide the Services and Deliverables described in this Agreement.

WHEREAS, IHG and Supplier want to specify the terms and conditions under which Supplier shall provide the Services and Deliverables to IHG (and hotels operating under this Agreement).

WHEREAS, this Agreement terminates any previous agreements, including all schedules to such agreement(s) and amendment(s) thereto with IHG, its respective parents, subsidiaries, and affiliated entities and any hotels within the IHG brand family with respect to the provision of Services (the "Previous Agreements"), which now shall be incorporated and governed by the terms of this Agreement, without penalty; provided that Supplier will be promptly paid any undisputed amounts outstanding under the Previous Agreements.

NOW, THEREFORE, in consideration of the agreements, representations, warranties, promises and covenants contained herein, and other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the Parties, intending to be legally bound, agree to the foregoing and as follows:

• 1. AGREEMENT STRUCTURE
  • • 1.1 Interpretation and Definitions. The Agreement shall be interpreted in accordance with Schedule 1 (Interpretation and Definitions).
    • 1.2 Agreement. The Agreement governs the terms and conditions pursuant to which IHG or an IHG managed or franchised hotel has the right to procure, and Supplier shall provide, Services (including Deliverables) to IHG or an IHG managed or franchised hotel.
    • 1.3 Subscription Agreement. A Subscription Agreement will be executed between Supplier and hotel setting forth the Products and Services being purchased by the hotel. To be effective such Subscription Agreement must be executed on behalf of the hotel by its owners or authorized agent. Such Subscription Agreement will be on the terms substantially the same as those set forth in Schedule 2, and amendments to such terms may be negotiated between Supplier and the hotel. Supplier may refuse to enter into a Subscription Agreement with any Hotel Participant where Supplier has determined that such Hotel Participant is not creditworthy. In the event of any conflict between the terms of this Agreement and any Subscription Agreement, the terms of this Agreement shall govern.
    • 1.4 Services. Services may be purchased by IHG or any Hotel Participant pursuant to the terms of this Agreement or set forth in one (1) or more statements of work ("SOW") to this Agreement. Unless the Parties specify in the applicable SOW that a particular provision of this Agreement shall be superseded by a particular provision in the SOW, any attempt to alter or amend the terms and conditions contained in this Agreement through conflicting or inconsistent terms in a SOW shall be void and of no force and effect.
    • 1.5 Procurement of Services and Deliverables.
  • 1.5.1 Use of Subscription Agreements.
    • (a) The Agreement permits IHG to purchase Services (including Deliverables) directly from Supplier for itself or on behalf of a Company-Managed Hotel ("CMH").
    • (b) The Agreement also permits IHG Franchised Hotels to purchase Services directly from Supplier as long as such Franchised Hotel or other entity has entered into a Subscription Agreement with Supplier. Each hotel that enters into a Subscription Agreement is referred to as a "Hotel Participant."
    • (c) Supplier acknowledges that IHG has entered into this Agreement in part for the benefit of permitting IHG and Hotel Participants to purchase Services and Deliverables from Supplier. Accordingly, Supplier agrees to enter into Subscription Agreements with Hotel Participants and accept orders for Services from IHG under this Agreement and from Hotel Participants pursuant to Subscription Agreements.
  • 1.5.2 Rights Regarding Subscription Agreements.
    • (a) Each Subscription Agreement incorporates the terms and conditions of this Agreement, except as otherwise specified in this Agreement, and is a separate divisible contract solely between the applicable Hotel Participant and Supplier, except with respect to the rights reserved to IHG with respect to Subscription Agreements as set forth in this Section and elsewhere in this Agreement. With respect to each Subscription Agreement, any reference to "IHG" under this Agreement refers to the applicable Hotel Participant except: (i) to the extent expressly stated otherwise in this Agreement; and (ii) the ownership of all Intellectual Property Rights in and to any Deliverables vests solely in IHG and not the Hotel Participant that is a party to such Subscription Agreement.
    • (b) Supplier acknowledges and agrees that: (i) each Hotel Participant is responsible solely for any and all obligations of such Hotel Participant under the Subscription Agreement to which it is a party, and neither IHG nor any other Hotel Participant shall be responsible for any obligation or liability under such Subscription Agreement; and (ii) under no circumstances shall Supplier or a Supplier Affiliate attempt to recover against IHG or any other IHG Entity any charges or other amounts due to Supplier or a Supplier Affiliate from a Hotel Participant, unless otherwise agreed to by the Parties. Notwithstanding the foregoing, IHG may at any time elect to implement centralized billing for any or all Subscription Agreements and become Supplier's sole client on behalf of all or selected hotels. Supplier will then submit a monthly invoice to IHG for all or selected hotels and all terms and conditions of this Agreement, including pricing, will remain unchanged and in full force and effect.
    • (c) IHG has the right to enforce the terms and conditions of this Agreement, any SOW and any and all Subscription Agreements on behalf of itself and the Hotel Participants that have entered into the applicable Subscription Agreements.
    • (d) Termination of a Subscription Agreement shall not affect the termination of this Agreement, a SOW or any other Subscription Agreement unless (i) a party is terminating this Agreement and/or the applicable SOW in its entirety, in which case all Subscription Agreements also terminate unless otherwise designated by the terminating party, or (ii) IHG is terminating multiple Subscription Agreements on behalf of the Hotel Participants, in which case the Subscription Agreements designated by IHG terminate.
  • 1.5.3 Customers

    (a) Supplier agrees that it shall make Commercially Reasonable Efforts to migrate all of its existing IHG branded hotels customers that are currently under a Quore Subscription Agreement within sixty (60) days of execution of this Agreement. In the event that a Hotel Participant's current monthly pricing is lower than the monthly pricing in this Agreement the property shall be grandfathered into this Agreement at their current monthly rates, subject to change according to the terms of the pre-existing Subscription Agreement with that Hotel Participant which shall not exceed the agreed upon pricing under this Agreement. For avoidance of doubt, Supplier shall allow all IHG customers and Hotel Participants to terminate their existing Subscription Agreements without penalty provided they enter into a Subscription Agreement under the terms and conditions of this Agreement, and the subscription fees paid under the existing Subscription Agreement shall be credited toward the new Subscription Agreement.

• 2. SCOPE OF SERVICES AND PERFORMANCE
  • 2.1 Services.
    • (a) Supplier shall provide the Services in accordance with the terms of this Agreement and shall perform the following as part of the Services:
      • (i) any reasonable assistance required by IHG and Hotel Participants;
      • (ii) a project management and quality evaluation and oversight service for the co-ordination and quality assurance of all of Supplier's obligations;
      • (iii) functions and services set forth in any SOW and Subscription Agreements; and
      • (iv) any related or incidental services, functions, responsibilities, obligations, tasks and deliverables not specifically described in this Agreement, a SOW or a Subscription Agreement as the responsibility of IHG or the Hotel Participant or inherently or customarily the responsibility of the customer to provide, but which are inherent, necessary or customary part of the Services or that are required or reasonably necessary for the proper performance and provision of any of the services, tasks and Deliverables set forth or referenced in this Section 2.1 (Services).
    • (b) Each Party shall perform its obligations under this Agreement in accordance with Good Industry Practice and the other party's reasonable instructions.
  • 2.2 Exclusivity; Minimum Commitments.
    • (a) Nothing in this Agreement shall be construed as a requirements contract, and notwithstanding anything to the contrary contained herein, this Agreement shall not be interpreted to prevent IHG from obtaining from Third Parties, or providing to itself, any or all of the Services or any other services. In addition, nothing in this Agreement shall be construed or interpreted as limiting IHG's right or ability during the Term to change the requirements of IHG, move parts of Services in and out of scope, add or delete recipients of the Services or increase or decrease its demand for Services, such changes to be mutually agreed to by the Parties. Nothing in this Agreement shall be construed to prevent Supplier from providing the Services or any other services or products to other Third Parties, including without limitation, competitors of IHG.
    • (b) The execution of this Agreement and any SOW hereunder shall not give rise to any commitment on the part of IHG to purchase any Services. Subject to the terms and conditions of this Agreement, IHG's commitment to purchase Services shall arise only at such time as IHG or a Hotel Participant enters into a Subscription Agreement to Supplier for specified Services. Any estimates or forecasts by IHG are for long range planning purposes only, and shall not in any way represent a commitment on the part of IHG or any Hotel Participant to purchase Services. IHG has no responsibility for any actions taken by Supplier based on such estimates or forecasts.
  • 2.3 Due Diligence.
    • (a) Supplier acknowledges and agrees that it has entered into this Agreement in reliance on its own due diligence alone, and in entering into this Agreement has not relied on any representation, warranty, condition or other term, express or implied statutory or otherwise (including as to condition, quality, performance or fitness for purpose), except for those expressly provided in this Agreement, and those which cannot be prohibited by applicable Laws.
  • 2.4 Sub-Contracting. Supplier may use its sole reasonable discretion in selecting sub- contractors (including Affiliates of Supplier) to supply any part of Services or Deliverables to IHG. Supplier shall remain solely responsible to IHG for its sub- contractors. All sub-contractors and their representatives, agents and employees shall be subject to the provisions of this Agreement applicable to Supplier Personnel.
  • 2.5 Review of Deliverables.
    • (a) Supplier promptly shall provide Deliverables to IHG as they are produced and in any event no later than the dates required for the provision of Deliverables as set forth in a SOW, subject to any delays caused by Force Majeure. IHG shall review a Deliverable to determine whether it is reasonably acceptable based on the criteria set forth in and in the time period set forth in the SOW.
    • (b) If IHG rejects a Deliverable that does not meet the requirements set forth in the statement of work, Supplier promptly shall re-work or replace, at no cost to IHG, the Deliverable to correct the non-conformities and/or defects identified by IHG and re-issue the Deliverable to IHG for review, in which case the provisions of subsection 2.5 (a) shall apply to the corrected Deliverable.
    • (c) If IHG is satisfied with the Deliverable, IHG shall notify Supplier in writing that it accepts the Deliverable ("Acceptance") which Acceptance shall not be unreasonably delayed, withheld or conditioned. Absent such written Acceptance, nothing else shall constitute Acceptance of a Deliverable.
  • 2.6 Compliance with Laws.
    • (a) Each Party shall comply with and shall be responsible for the costs and expenses of such Party's compliance with all Laws that pertain to the operation of the business of that Party and that Party's Entities. Supplier shall obtain or provide, at Supplier's sole cost and expense, all Governmental Approvals that are necessary for Supplier to provide the Services.
    • (b) Each Party shall comply with all applicable federal, state and local employment and other laws, government regulations and orders in connection with this Agreement and the Services, including without limitation those set forth herein and all licensing requirements of the State or States in which the Services are to be provided. Each Party affirms that it will comply with all applicable federal, state, and local laws governing employment, including, but not limited to, the McNamara-O'Hara Service Contract Act; Fair Labor Standards Act; Executive Order 11246 and Amendments; the Vietnam Era Veterans Readjustment Act of 1975; the Civil Rights Act of 1964; the Equal Pay Act of 1963, the Age Discrimination in Employment Act; the Immigration Reform and Control Act of 1986; the Americans with Disabilities Act; the National Labor Relations Act; and the Immigration Control Act of 1990.
    • (c) If applicable, each Party agrees that it shall, in response to a request from the other Party, provide assurances that the Party is complying with state and federal employment laws. In addition, Supplier shall, upon IHG's request, provide documentation certifying its compliance with such laws, including, but not limited to, certification that each and every worker, individually identified by name, assigned to IHG's premises at any time is a documented citizen of the United States or an alien authorized under all applicable requirements to work in the United States and that the employment eligibility of such alien has been verified by Supplier using the Employment Verification Form (I-9) and using the E-Verify system where required by applicable state or other law.
  • 2.7 Equal Opportunity Clause. Where applicable, each Party shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a) and 29 CFR 471. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability.
  • 2.8 Service Levels and Reporting.
    • 2.8.1 Service Level Commitment. Supplier commits to provide the Services in accordance with the service levels as set forth in Schedule 4 (Service Levels) beginning as soon as practicable, but no later than forty five (45) days after the Effective Date.
    • 2.8.2 Service Level Remedies. If Supplier breaches the following Service Level conditions, there will be no price increase for the subsequent year: (i) single breach of system availability being under 95%, (ii) breach of system availability for two (2) consecutive months, or (iii) breach of Priority 1 and/or Priority 2 incident resolution for two (2) consecutive months. In addition, if the Service Level conditions are not met in three (3) of five (5) consecutive months, then IHG or any Hotel Participant may terminate the Agreement without penalty and without regard to any cure period.
    • 2.8.3 Reporting. Supplier shall provide to IHG, at no additional charge, in a format and detail to be mutually agreed upon by the Parties, the following monthly reports to be delivered to IHG by the 5th day of the month for the previous month: (a) pipeline and onboarding/new starts (i.e. report setting forth in reasonable detail the Hotel Participants that have entered into or in the process of entering into a Subscription Agreement and a summary of Subscription Agreements that have renewed or been terminated); (b) extraction of all data including, without limitation, hotel identification data such as brand, name, address, etc for all Hotel Participants that have entered into a Subscription Agreement; and (c) summary of support provided to Hotel Participants. Notwithstanding the above, the Parties agree that all reports above and within the Quore system will further include IHG brand, region, management company (if applicable) and other items to be mutually agreed upon in a manner that each item can be individually reported on or extracted within six (6) months of execution of this Agreement.
  • 3. PRICING AND CHARGES
    • 3.1 General. The Pricing of the subscription Service for IHG and the Hotel Participants shall be as set forth in Schedule 3 (Pricing); provided that Supplier will be permitted to increase such pricing upon written notice to IHG and impacted Hotel Participants, such increase to be effective only for Subscription Agreements entered into or renewing after the date of such notice, and provided that the increased price shall not exceed the product of a) the original pricing set forth on Schedule 3 times b) a ratio having as it numerator the Seasonally Adjusted Consumer Price Index as of the most recent month available in the Federal Reserve Economic Data (FRED), and having as its denominator the Seasonally Adjusted Consumer Price Index as of the month of the Effective Date of this agreement.
    • 3.2 Most Favored Customer Pricing. Pricing under Schedule 3 shall be extended only to Hotel Participants for hotels operating under IHG's family of brands (and not with respect to hotels operating under brands not affiliated with IHG's family of brands). All of the pricing benefits and terms granted by Supplier for like scope, materially similar facilities and volume of business herein are at least as favorable as the pricing benefits and terms as described in this Agreement granted by Supplier to any national hospitality customer of Supplier. Should Supplier enter into any subsequent agreement with any other national hospitality customer of equal or greater volume of business, like scope, and similar facilities during the Term, which provides for pricing benefits or terms more favorable than those contained in this Agreement, then this Agreement shall be deemed to be modified to provide IHG and all Hotel Participants with those more favorable benefits and term. Supplier shall notify IHG promptly of the existence of such more favorable pricing benefits and terms and all Customers shall receive the more favorable pricing benefits and terms immediately on a go forward basis. If requested in writing by IHG, Supplier shall amend this Agreement to contain the more favorable pricing terms and conditions. For the avoidance of doubt, this section is only applicable for customers of "like scope" meaning equal or greater volume of the same service in hospitality. Supplier may withhold the identity of other Customers.
    • 3.3 Service Level Credits. Any service level credits due from Supplier shall be applied to the invoice for the charges for the month in which the service level failure giving rise to the service level credits occurred. In the event a service level failure is disputed in good faith or not resolved between the Parties in a given month in which the service level failure occurred, the service level credit shall be applied to the invoice of the next month invoiced after the service level failure dispute is resolved.
    • 3.4 Disputed Amounts. If an invoiced amount is disputed in good faith by IHG, until resolution of the Dispute occurs pursuant to Section 13.13 (Dispute Resolution Procedures), IHG has the right to suspend disputed payments and toll the running of time for default by: (a) paying the undisputed amount, if any; and (b) sending a written statement of exceptions to Supplier. All of Supplier's obligations shall continue unabated during the duration of the Dispute resolution.
    • 3.5 No Charge for Re-Performance. At no additional cost or expense to IHG, Supplier shall re-perform any Services and resubmit any Deliverables that result in incorrect outputs, defects or are otherwise non-conforming, and the resources required for such performance or provisioning shall not be counted in calculating the charges payable or resources utilized by IHG hereunder.
    • 3.6 Pass-Through of Benefits. With respect to any products and services acquired by Supplier for IHG on a Pass-Through Expense basis during the course of performing the Services, Supplier shall use Commercially Reasonable Efforts to pass-through to IHG all benefits offered by the manufacturers and/or suppliers of such products and services (including all warranties, refunds, credits, rebates, discounts, training, technical support and other consideration offered by such manufacturers and suppliers) except to the extent otherwise agreed by IHG. Upon request, prior to purchasing any such products or services, Supplier will provide the relevant documentation regarding the warranties/indemnities that might be passed through, and IHG may approve or reject such purchase.
    • 3.7 Taxes. Each Party shall be responsible for any taxes on property it owns or leases, for any franchise or privilege tax on its business, and for any tax based on its gross or net income or gross receipts. Supplier shall be responsible for all sales, service, value-added, lease, use, personal property, excise, consumption and other taxes and duties, including VAT, imposed on Supplier on services used or consumed by Supplier in providing the Services and Deliverables (including services obtained from Supplier sub-contractors and/or Supplier Affiliates). Unless otherwise stated or required by Law, IHG shall be responsible for all Service Taxes. If required under applicable Laws, Supplier shall invoice IHG for the full amount of such Service Taxes, as separately stated items, and then credit or reimburse IHG for that portion of such Service Taxes for which Supplier is financially responsible under this Agreement. As used herein, "Services Taxes" means any and all sales, use, excise, value added, service, lease, personal property, consumption and other similar taxes and duties that are assessed against IHG on the receipt of the Services as a whole, or on any particular Service received by IHG. The Parties shall cooperate to more accurately determine and minimize their respective tax liability. Each Party shall provide tax information or tax documents reasonably requested by the other Party. Each Party shall promptly notify the other of any claim for taxes asserted with respect to this Agreement or a SOW and/or Subscription Agreement by a taxing authority with jurisdiction over either Party. With respect to any claim arising out of a tax form or return signed by a Party to this Agreement, the signing Party shall have the right to control the response to and settlement of the claim, but the other Party shall have the right to participate to the extent it may be liable.
  • 4. SUPPLIER PERSONNEL
    • 4.1 Personnel Issues.
      • (a) All Supplier Personnel shall have experience, training and expertise sufficient to perform Supplier's obligations under this Agreement, including Supplier's obligations with respect to the requirements, performance standards and/or service levels. All costs and expenses associated with equipping, training and retaining Supplier Personnel and other staff is included within the charges or otherwise payable by Supplier.
      • (b) IHG has the right, at any time in its sole and reasonable discretion for any lawful reason to demand that Supplier remove from IHG's account, and at IHG's sole option provide a replacement for, one or more individual(s).
      • (c) The Parties intend to create an independent contractor relationship, and nothing in this Agreement shall operate or be construed as making IHG and Supplier partners, joint ventures, principals, joint employers, agents or employees of or with the other. No Supplier Personnel retained by Supplier to perform work on IHG's behalf or for IHG hereunder shall be deemed to be an officer, director, employee, agent, Affiliate, contractor or sub-contractor of IHG for any purpose.
      • (d) Supplier, not IHG, has the right, power, authority and duty to supervise and direct, and shall supervise and direct, the activities of Supplier Personnel and to compensate such Supplier Personnel for any work performed by them on the behalf of or for IHG pursuant to this Agreement.
  • 4. SUPPLIER PERSONNEL
    • 4.1 Personnel Issues.
      • (a) All Supplier Personnel shall have experience, training and expertise sufficient to perform Supplier's obligations under this Agreement, including Supplier's obligations with respect to the requirements, performance standards and/or service levels. All costs and expenses associated with equipping, training and retaining Supplier Personnel and other staff is included within the charges or otherwise payable by Supplier.
      • (b) IHG has the right, at any time in its sole and reasonable discretion for any lawful reason to demand that Supplier remove from IHG's account, and at IHG's sole option provide a replacement for, one or more individual(s).
      • (c) The Parties intend to create an independent contractor relationship, and nothing in this Agreement shall operate or be construed as making IHG and Supplier partners, joint ventures, principals, joint employers, agents or employees of or with the other. No Supplier Personnel retained by Supplier to perform work on IHG's behalf or for IHG hereunder shall be deemed to be an officer, director, employee, agent, Affiliate, contractor or sub-contractor of IHG for any purpose.
      • (d) Supplier, not IHG, has the right, power, authority and duty to supervise and direct, and shall supervise and direct, the activities of Supplier Personnel and to compensate such Supplier Personnel for any work performed by them on the behalf of or for IHG pursuant to this Agreement.
  • 5. DATA AND CONFIDENTIALITY
    • 5.1 Confidentiality.
      • 5.1.1 Confidential Information. Supplier and IHG each acknowledge that the other possesses and shall continue to possess Confidential Information that has been developed or received by it, has commercial value in its or IHG's business, and is not generally available to the public.
      • 5.1.2 Confidentiality Obligations.
        • (a) During the Term and at all times thereafter as specified in this Agreement, Supplier and IHG shall not disclose, and shall strictly maintain the confidentiality of, all Confidential Information of the other Party.
        • (b) IHG and Supplier shall each use at least the same degree of care to safeguard and to prevent disclosing to Third Parties the Confidential Information of the other as it employs to avoid unauthorized disclosure, publication, dissemination, destruction, loss or alteration of its own information of a similar nature, but not less than reasonable care. The Receiving Party shall require all Sub-Contractors and Personnel having access to Confidential Information to be subject to a written agreement (which may be that Personnel's employment agreement) of confidentiality and non-disclosure that contains terms and conditions substantially similar to those set forth in this Section 5 (Data, Confidentiality and Intellectual Property) protecting the Confidential Information.
        • (c) Upon the Disclosing Party's request, the Receiving Party Party's shall cooperate with, and promptly enforce, such terms and conditions. The Receiving Party shall ensure that its Personnel have access to Confidential Information only to the extent necessary for such Personnel to perform his or her obligations under or with respect to this Agreement, provided that such access is not in violation of any Laws.
        • (d) The Parties shall have the right to disclose Confidential Information as follows:
          • (i) in the case of IHG, to the IHG Entities and their (and IHG's) respective officers, directors, employees, advisors, contractors and auditors, but, in each case, only to the extent and provided that such Entities: (A) need to know the Confidential Information disclosed to them; and (B) have been informed in writing of the confidential nature of the Confidential Information and the purpose for which it may be lawfully used; and
          • (ii) in the case of Supplier, to Supplier Affiliates, Sub-Contractors, and their (and Supplier's) respective officers, directors, employees, advisors, contractors and auditors, but, in each case, only to the extent and provided that such Entities: (A) need to know the Confidential Information disclosed to them; and (B) have been informed in writing of the confidential nature of the Confidential Information and the purpose for which it may be lawfully used.
        • (e) The Receiving Party hereby assumes full responsibility for the acts and omissions of the Receiving Party and shall ensure that the Confidential Information is not disclosed or used in contravention of this Agreement. Any disclosure shall be under the terms and conditions as provided herein.
        • (f) Each Party's Confidential Information shall remain the sole and exclusive property of such Party.
        • (g) Neither Party shall:
          • (i) make any use or copies of the Confidential Information of the other Party except as permitted by this Agreement;
          • (ii) acquire any right in or assert any lien against the Confidential Information of the other Party;
          • (iii) sell, assign, transfer, lease or otherwise dispose of Confidential Information to Third Parties or commercially exploit such information; or
          • (iv) refuse for any reason (including a default or material breach of this Agreement by the other Party) to promptly provide the other Party's Confidential Information (including copies thereof) to the other Party if requested to do so.
      • 5.1.3 Exclusions.
        • (a) Section 5.1.2 (Confidentiality Obligations) shall not apply to any particular information which the Receiving Party can demonstrate:
          • (i) is, at the time of disclosure to it, generally available to the public other than through a breach of the Receiving Party's or a Third Party's confidentiality obligations;
          • (ii) after disclosure to it, is published by the Disclosing Party or otherwise becomes generally available to the public other than through a breach of the Receiving Party's or a Third Party's confidentiality obligations;
          • (iii) is lawfully in the possession of the Receiving Party at the time of disclosure to it as provable by written record;
          • (iv) is received from a Third Party having a lawful right to disclose such information without any restriction on further disclosure; or
          • (v) is independently developed by the Receiving Party without reference to Confidential Information of the Disclosing Party; provided however, that the foregoing exclusions shall not be applicable to any IHG Personal Data, which shall remain, at all times, the Confidential Information of IHG.
      • 5.1.4 Legally Required Disclosures. The Receiving Party has the right to disclose the Confidential Information of the Disclosing Party to the extent disclosure is based on the good faith written opinion of the Receiving Party's legal counsel that disclosure is necessarily required by Law; provided, however, that the Receiving Party shall give advance written notice of such requested disclosure and legal opinion to the Disclosing Party prior to any such disclosure and shall use Commercially Reasonable Efforts to obtain a protective order or otherwise protect the confidentiality of the Disclosing Party's Confidential Information at the Disclosing Party's cost.
      • 5.1.5 Notification and Mitigation. In the event of any impermissible disclosure, loss, theft, access, use or destruction of Confidential Information, the Receiving Party shall notify the Disclosing Party as soon as reasonably practicable under the circumstances in writing and immediately take all steps and actions necessary to mitigate any and all potential harm or further disclosure, loss, theft, access, use or destruction of such Confidential Information.
      • 5.1.6 Return/Destruction of Confidential Information. Upon the expiration or termination of the Term, and at any other time upon written request by the Disclosing Party, the Receiving Party shall return or otherwise deliver to the Disclosing Party or, if requested by the Disclosing Party, shall delete or destroy, any copies, duplicates, summaries, abstracts or other representations of any such Confidential Information or any part thereof, in whatever form, in the custody, possession or control of the Receiving Party. Notwithstanding the foregoing, each Party has the right to retain copies of Confidential Information of the other Party to the extent required by Law or to the extent required for exercise of the Receiving Party's rights or establishment of the performance of its obligations under this Agreement
    • 5.2 IHG and Supplier Data.
      • 5.2.1 IHG Data.
        • (a) Supplier acknowledges that IHG Data is the property of IHG, and IHG reserves all Intellectual Property Rights which may, at any time, subsist in IHG Data.
        • (b) Supplier shall only store, copy or use IHG Data to the extent necessary to perform its obligations and exercise its rights under this Agreement and shall not disclose it to any Third Party without IHG approval.
        • (c) IHG Data shall not be utilized by Supplier for any purpose other than the performance of Services under this Agreement, and Supplier shall at all times comply with all applicable IHG Policies with respect to IHG Data.
        • (d) Supplier is not permitted to and shall not sell, assign, lease, encumber, commercially exploit, transfer or otherwise provide IHG Data to any Third Party without IHG Approval.
        • (e) Supplier shall immediately notify IHG in writing if it believes or has reason to believe that IHG Data has been used in a manner inconsistent with this Section 5.2.1 (IHG Data).
        • (f) If at any time Supplier suspects or has reason to believe that IHG Data has or may become lost or corrupted in any way for any reason, Supplier shall immediately notify IHG and inform IHG of what remedial action it proposes to take.
        • (g) Under no circumstances shall Supplier have the right to withhold from IHG any IHG Data (including the delivery or return thereof).
      • 5.2.2 Supplier Data.
        • (a) IHG acknowledges that Supplier Data is the property of Supplier, and Quore reserves all Intellectual Property Rights which may, at any time, subsist in Supplier Data.
        • (b) IHG shall only store, copy or use Supplier Data to the extent necessary to perform its obligations and exercise its rights under this Agreement.
        • (c) Supplier Data shall not be utilized by Supplier for any purpose other than the performance of Services under this Agreement, and Supplier shall at all times comply with all applicable Supplier Policies with respect to Supplier Data.
        • (d) IHG is not permitted to and shall not sell, assign, lease, encumber, commercially exploit, transfer or otherwise provide Supplier Data to any Third Party without Supplier approval.
        • (e) IHG shall immediately notify Supplier in writing if it believes or has reason to believe that Supplier Data has been used in a manner inconsistent with this Section 5.2.2 (Supplier Data).
        • (f) If at any time IHG suspects or has reason to believe that Supplier Data has or may become lost or corrupted in any way for any reason, IHG shall immediately notify Supplier and inform Supplier of what remedial action it proposes to take.
        • (g) Under no circumstances shall IHG have the right to withhold from Supplier any Supplier Data (including return and delivery thereof).
    • 5.3 Privacy Statement
      • (a) If this Agreement requires or permits Supplier to deal with IHG Personal Data, Supplier shall comply with IHG's privacy statement found at www.ihg.com and shall publish its own privacy statement (or provide a reference to where such statement may be easily reviewed) and Supplier's web site(s) shall contain hypertext links to Supplier's statement.
      • (b) Where applicable, Supplier's statement shall govern the use of IHG Personal Data and shall comply with all Data Privacy Laws. Supplier shall strictly comply with the terms of its privacy statement and shall be solely liable for any violations of it.
    • 5.4 Data Protection. The Parties shall comply with their respective obligations set forth in Schedule 6 (Data Protection).
  • 6. INTELLECTUAL PROPERTY
    • (a) All Background Intellectual Property Rights ("IPRs") shall remain vested in the relevant party.
    • (b) All Intellectual Property Rights in the trademarks and brands of IHG or any IHG Entities, or of Supplier, or any of their customers shall not be used by the other Party for any purpose whatsoever without the other Party's prior written consent, and then only if used in compliance with the other Party's brand guidelines or other reasonable written instructions.
    • (c) During the Term, IHG hereby grants to Supplier a worldwide, royalty-free, non- exclusive, revocable, non-transferable license to access and utilize the IHG Background IPRs provided by IHG to Supplier and the Deliverables solely to the extent necessary to provide and solely for the purpose of providing the Services.
    • (d) Supplier agrees to maintain accurate, complete and current records of all Deliverables, which records shall be and remain the property of IHG.
    • (e) Supplier will own all IPR newly created via the Services hereunder (to the extent not containing IHG Background IPR). Subject to IHG's payment of the applicable amounts due under the applicable Subscription Agreement, SOW and/or this Agreement, IHG will receive a worldwide, non-exclusive, non-transferrable, non-sublicensable license to any IPR newly created via the Services and incorporated into the Deliverables (other than Supplier Background IPR), prepared and delivered by Supplier to IHG under the applicable Subscription Agreement, SOW and/or this Agreement, for IHG's use of such Deliverables hereunder. Otherwise, each Party owns its Background IPR and any derivatives created therefrom. For the avoidance of doubt, when and if Supplier's IP is required it will be licensed under a separate SOW.
    • (f) To the extent that any Supplier Background IPRs or any Third Party IPRs are embedded into or required by IHG to make full use of the Deliverables, Supplier grants to IHG a perpetual, irrevocable, non-exclusive, non-sublicensable, non-transferable, royalty free and global license to use, any such Supplier Background IPRs for the exclusive purpose of making full use of the Deliverables. For the avoidance of doubt, this license shall not include any aspect of the Software,
    • (g) Supplier (on its own behalf and on behalf of its Affiliates) covenants not to assert against or sue IHG or the IHG Entities, including any current or former IHG Affiliates, for, during or at any time following the Term, any claim of infringement of any patent owned or licensed by Supplier that relates to an invention (e.g., software, process or function) that was part of the Services being provided to IHG or its Affiliates by Supplier at any time under this Agreement, unless such claim relates to IHG's improper or unauthorized use of such invention or use in contravention of this Agreement.
    • (h) Supplier Rights. IHG acknowledges that any software applications underlying the Services and all new releases, enhancements or modifications to such software (the "Software") are owned by Supplier or its licensors, and that neither legal nor equitable title to the Software passes to IHG under this Agreement. IHG shall not have any right, license, title or interest in or to the Software, except a limited, irrevocable (except in the case of IHG's willful breach of the rights licensed to it hereunder or breach of this Agreement or breach of a Subscription Agreement), non-exclusive, non-transferable license to use the Software solely to the extent necessary to access and receive the Services in accordance with this Agreement and only for the Term of this Agreement and/or a Subscription Agreement. Nothing in this Agreement shall be construed as impliedly granting to IHG any other or further rights in or to the Software. In addition to any and all other restrictions contained in this Agreement, except as may be otherwise expressly permitted by this Agreement, IHG shall not directly or indirectly (i) sell, lease, sublicense, distribute in any way (whether for commercial gain or otherwise), assign, or transfer the Software, including Modifications thereof, or (ii) modify, adapt, translate, duplicate, disassemble, reverse assemble, reverse compile, or reverse engineer, or take similar action with respect to the Software for any purpose, or otherwise attempt to discover the underlying source code of the Software.
  • 7. IHG POLICIES AND FACILITIES
    • 7.1 Compliance with IHG Policies. In performing the Services and while at any IHG Facilities, Supplier Personnel shall: (a) comply with the policies, procedures and rules that IHG makes available to Supplier; (b) comply with the finance, accounting, banking, Internet, security and other applicable standards, policies, practices, processes, procedures and controls of IHG that have been provided to Supplier by IHG; and (c) all additions and modifications to each of subsection (a) or (b) (collectively, "IHG Policies"). Supplier shall be responsible for ensuring the compliance of Supplier Personnel with any and all IHG Policies.
    • 7.2 Security.
      • (a) Supplier shall comply, and shall ensure that each of Supplier Personnel while on IHG premises shall comply, with:
        • (i) all applicable site-specific security requirements relating to IHG Facilities, as are notified to Supplier in writing from time to time;
        • (ii) Supplier's own internal security standards; and 17
        • (iii) Good Industry Practice.
      • (b) Supplier shall reasonably cooperate with any investigation relating to security that is carried out by or on behalf of IHG, at IHG's expense, including providing any information or material in its possession or control and implementing new security measures, to the extent reasonably requested by IHG.
      • (c) Each Party shall advise the other as soon reasonably practicable upon becoming aware of any security breach or potential security breach which may affect the Services, IHG or IHG's reputation.
      • (d) A breach of this Section shall constitute an irremediable material breach of this Agreement.
  • 8. TERM, TERMINATION AND EXIT MANAGEMENT
  • 8.1 Term.
    • 8.1.1 Term of Subscription Agreement or SOW. The Term for each Subscription Agreement or SOW shall be as set forth therein.
    • 8.1.2 Term of Agreement. The term of this Agreement shall commence on the Effective Date and shall remain in effect until terminated in accordance with Section 8.2 (the "Term").
  • 8.2 Termination.
    • 8.2.1 Termination for Convenience. IHG has the right to terminate for its convenience this Agreement, any SOW, any Subscription Agreement or any Services, in any case in whole or in part, and by delivering to Supplier a notice of termination with at least 90 days advance written notice ("Termination Notice"). For greater certainty, if a Hotel Participant franchise agreement regarding any IHG brand expires or terminates for any reason, then such Hotel Participant shall no longer be covered under the terms of this Agreement and the Hotel Participant's Subscription Agreement shall immediately terminate.
    • 8.2.2 Termination for Force Majeure Event. IHG has the right to terminate this Agreement, any SOW, any Subscription Agreement or any Services, in any case in whole or in part, by delivering to Supplier a Termination Notice specifying the effective date of termination, if a delay or interruption of performance by Supplier resulting from a Force Majeure Event exceeds thirty (30) days, despite Supplier's use of its best efforts to recover from such Force Majeure Event. For clarity, termination under this Section shall not be deemed a termination for cause.
    • 8.2.3 Termination for Cause. Either Party has the right to terminate this Agreement, any SOW, any Subscription Agreement or any Services, in any case in whole or in part, pursuant to this Section for the other Party's material breach of this Agreement, the SOW or any Subscription Agreement, as the case may be, if the breaching party does not cure the applicable breach within thirty (30) days after receipt of notice of such breach (or such longer period, not to exceed sixty (60) days, if such default is not curable within such thirty (30) day period (as determined by the non-defaulting Party in its sole discretion), and the breaching Party is diligently and in good faith pursuing a cure of such default).
    • 8.2.4 IHG may, at any time, terminate this Agreement upon two (2) days' prior written notice if IHG becomes aware of any criminal or unethical information concerning Supplier that could, in IHG's sole determination, result in irreparable harm to the IHG brands, trade names, trademarks, or service marks, or to IHG's relationship with any IHG franchisees. Supplier acknowledges and agrees that upon receipt of such notice Supplier shall immediately cease all contact with all personnel associated with IHG franchisees and IHG hotels and provide such information as IHG may reasonably request with regard to Supplier's contacts with personnel associated with IHG, IHG hotels and IHG franchisees within two (2) days of said request.
    • 8.2.5 Termination Charges. Except as set forth in this Agreement, no termination fees or penalties shall be payable by IHG or Hotel Participant in connection with any termination or expiration of this Agreement or any Services, in any case in whole or in part; provided that such termination was properly effectuated in accordance with the terms of this Agreement.
    • 8.2.6 Rights and Obligations of the Parties Upon Termination or Expiration.
      • (a) If IHG elects to exercise any of its termination rights set forth in this Section 8 (Term, Termination and Exit Management), IHG has the right to concurrently terminate all or any combination of the following: (i) any SOW, if any have been entered into by the Parties, (ii) any Subscription Agreements to which it is a party, and (iii) any Subscription Agreements with Hotel Participants. Any such termination shall be on the same basis as IHG exercises its termination rights under this Agreement, and Supplier acknowledges and agrees that it shall not dispute IHG's right to terminate for convenience pursuant to Section 8.2.1.
      • (b) Upon the termination or expiration of any SOW or this Agreement for any reason set forth herein, each Party shall comply with the requirements of Section 5.1.6 (Return/Destruction of Confidential Information).
      • (c) The termination or expiration of a Subscription Agreement by IHG, a Hotel Participant or Supplier shall have no impact on the continuing validity and effect of any SOW or other Subscription Agreements, unless and to the extent such SOW and Subscription Agreements are terminated as described elsewhere in this Section 8 (Term, Termination and Exit Management).
      • (d) This Agreement and any applicable SOW and Subscription Agreements shall continue to govern any remaining Services that Supplier may be performing extending beyond the termination or expiration of this Agreement.
  • 8.3 Force Majeure.
    • 8.3.1 Definition of Force Majeure. Neither Party shall be liable for any failure or delay in the performance of its obligations under this Agreement or any SOW and/or Subscription Agreement, if any, to the extent such failure or delay both: (a) is caused, without fault of the non-performing Party, by fire, flood, earthquake, elements of nature or acts of God; acts of war, terrorism, riots, civil disorders, rebellions or revolutions; quarantines, embargoes and other similar governmental action; or any other similar cause beyond the reasonable control of such Party; and (b) cannot reasonably be circumvented by the non-performing Party through the use of Commercially Reasonable Efforts.
    • 8.3.2 Allocation of Resources. Without limiting Supplier's obligations under this Agreement, whenever a Force Majeure Event causes Supplier to allocate limited resources between or among Supplier's customers, IHG shall receive at least the same treatment as comparable Supplier customer. In no event shall Supplier re- deploy or re-assign any Supplier Personnel to another customer or account in the event of the occurrence of a Force Majeure Event without the prior written consent of IHG, which consent may be withheld in IHG's sole discretion.
    • 8.3.3 Exit Services. In connection with any termination or expiration of this Agreement, a SOW, or a Subscription Agreement or any part of the Services, Supplier shall provide to IHG and IHG's designee(s) reasonable cooperation and assistance to transition the Services in an orderly manner, including continued provision of the Services for a duration mutually agreed upon by the Parties (the "Exit Services"). All Exit Services shall be provided subject to and in accordance with the terms and conditions of this Agreement. Without limiting the foregoing, Supplier shall perform the Exit Services with at least the degree of accuracy, quality, completeness, timeliness, responsiveness and resource efficiency with which it was required to provide the same or similar Services during the Term.
  • 9. REPRESENTATIONS, WARRANTIES AND COVENANTS
    • 9.1 Supplier Representations, Warranties and Covenants. Supplier represents, warrants and covenants to IHG as follows:
      • 9.1.1 Legal and Corporate Authority.
        • (a) Supplier is a Tennessee limited liability company, and is qualified and registered to transact business in all locations where the performance of its obligations hereunder would require such qualification and registration;
        • (b) Supplier has all necessary powers and authority to execute, deliver and perform this Agreement, and the execution, delivery and performance of this Agreement by Supplier have been duly authorized by all necessary action;
        • (c) The execution, delivery and performance of this Agreement by Supplier shall not breach or constitute a default under any agreement, court order, judgment or decree to which Supplier is a Party or by which it is bound; and
        • (d) Supplier has, and promises that it shall maintain in effect, all Governmental Approvals necessary for it to provide the Services contemplated by this Agreement.
      • 9.1.2 Performance of the Services. Supplier shall provide the Services in a timely, professional and workmanlike manner consistent with the Good Industry Practices expected of top-tier Suppliers of similar services; provided, however, that where this Agreement specifies a particular standard or criteria for performance, including applicable service levels, this warranty is not intended to and does not diminish that standard or criteria for performance.
      • 9.1.3 No Inducements. Neither Supplier nor any of its Affiliates or Sub-Contractors, nor any Supplier Personnel, has accepted or shall accept anything of value based on an understanding that the actions of Supplier, any such Affiliates or Sub- Contractors or any such Supplier Personnel would be influenced thereby in connection with this Agreement. Supplier further represents and warrants that it has not given and shall not give commissions, payments, kickbacks, lavish or extensive entertainment or other inducements to any IHG personnel, representative or agent in connection with this Agreement. Supplier also represents and warrants that, to the best of its knowledge, no officer, director, employee, agent or representative of any of Supplier and Supplier Personnel has given any such payments, gifts, entertainment or other thing of value to any IHG personnel, representative or agent.
      • 9.1.4 Non-Infringement; Authority to Grant Rights.
        • (a) Supplier has the right to grant the rights and licenses granted to IHG and the Hotel Participants in this Agreement and will obtain, maintain and comply with all Third Party consents and governmental approvals required to perform its obligations under this Agreement and to grant the rights and license granted to IHG and Hotel Participants under this Agreement.
        • (b) Supplier is the owner of or authorized to use all Supplier's Intellectual Property Rights, software, Equipment, tools, processes and Intellectual Property Rights furnished or used by Supplier in providing the Services.
    • 9.2 Warranty Disclaimer. EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, NEITHER PARTY MAKES ANY EXPRESS WARRANTIES TO THE OTHER PARTY, AND THERE ARE NO IMPLIED WARRANTIES OR CONDITIONS BY EITHER PARTY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
  • 10. LIMITATION OF LIABILITY
    • 10.1 Limitation Upon Types of Recoverable Damages. EXCEPT AS OTHERWISE PROVIDED IN SECTION10.3 (EXCLUSIONS FROM LIMITATIONS OF LIABILITY), NEITHER PARTY SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF USE, REVENUE OR PROFIT, ARISING IN CONTRACT, WARRANTY OR TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    • 10.2 EXCEPT AS OTHERWISE PROVIDED IN SECTION 10.3:
      • (a) EXCEPT AS OTHERWISE PROVIDED IN SECTION 10.3 (EXCLUSIONS FROM LIMITATIONS OF LIABILITY), EACH PARTY'S LIABILITY TO THE OTHER FOR ANY CAUSE OF ACTION ARISING OUT OF OR RELATING TO THE AGREEMENT SHALL NOT EXCEED AN AMOUNT EQUAL TO THE AGGREGATE OF ALL CHARGES PAID AND PAYABLE BY IHG AND THE PARTICIPATING ENTITIES UNDER THE AGREEMENT (INCLUSIVE OF ALL SUBSCRIPTION AGREEMENTS) IN THE TWENTY-FOUR (24) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
      • (b) EXCEPT AS OTHERWISE PROVIDED IN SECTION 10.3 (EXCLUSIONS FROM LIMITATIONS OF LIABILITY), EACH HOTEL PARTICIPANT AND SUPPLIER LIABILITY TO THE OTHER FOR ANY CAUSE OF ACTION ARISING OUT OF OR RELATING TO A SUBSCRIPTION AGREEMENT TO WHICH SUCH HOTEL PARTICIPANT IS A PARTY SHALL NOT EXCEED AN AMOUNT EQUAL TO THE AGGREGATE OF ALL CHARGES PAID AND PAYABLE BY SUCH HOTEL PARTICIPANT UNDER THE PROCUREMENT DOCUMENT TO WHICH IT IS A PARTY AND FROM WHICH THE CAUSE OF ACTION AROSE.
    • 10.3 Exclusions from Limitations of Liability. Notwithstanding anything contained herein to the contrary, the limitations of liability contained in this Section shall not apply to: (a) Losses or liabilities and damages arising out of or relating to a breach by either Party of Section 5 (Data, and Confidentiality); (b) indemnification obligations of any of IHG, a Hotel Participant and/or Supplier under Section 11; (c) Losses, liabilities or damages arising out of any personal injury, death or damage to tangible personal or real property arising directly or indirectly from acts, errors or omissions of IHG, Hotel Participants, Supplier or Supplier Personnel; (d) Losses, liabilities or damages arising out of the gross negligence, willful misconduct or fraud by a Party; or (e) misuse by IHG (or any IHG Entity), or a Hotel Participant of Supplier's IPR.
  • 11. INDEMNIFICATION
    • 11.1 Supplier Indemnification. Supplier shall defend and indemnify IHG and the Hotel Participant and their respective officers, directors, managers, partners, employees, successors and permitted assigns (collectively, the "IHG Indemnitees") from and against, and shall pay any and all damages awarded by a court of competent jurisdiction or agreed to in settlement against any of the IHG Indemnitees, based upon, relating to or arising from, any and all Claims in connection with the following:
      • (a) Any actual or alleged personal injury or death, damage to tangible personal or real property arising directly or indirectly from acts, errors or omissions of Supplier, Supplier's subcontractors or any Supplier Personnel;
      • (b) Supplier's or Supplier's subcontractors breach of or failure to perform or comply with any of Supplier's obligations with respect to or in connection with Confidential Information or IHG Data including, without limitation, any breach by Supplier of Section 5 (Data and Confidentiality);
      • (c) Any failure by Supplier or Supplier's subcontractors to pay applicable taxes, together with any interest and penalties, assessed or imposed against IHG by a taxing authority for which Supplier has responsibility pursuant to Section 3 (Pricing/Charges) or applicable Laws;
      • (d) The gross negligence, willful misconduct or fraud by Supplier or Supplier's subcontractors.
      • (e) Infringement Indemnity. In addition to the above, Supplier shall defend IHG and the Hotel Participant (collectively, the "IHG Indemnitees") from and against, and shall indemnify the IHG Indemnitees from any and all resulting costs and damages finally awarded against the IHG Indemnitees by a court of competent jurisdiction or agreed to in settlement, based upon, relating to or arising from, any and all third party claims that the IHG Indemnitees' use of the Services, Deliverables, or Supplier software, excluding third party IPR and/or IHG Background IPR incorporated in, included with, or delivered to IHG as part of the Services, Deliverables, or Supplier software and provided to IHG under a separate agreement ("Indemnified Items") infringes a third party copyright or patent or directly misappropriates a trade secret (but only to the extent such misappropriation is not a result of the IHG Indemnitees' actions) (an "Infringement Claim"); provided that: (i) IHG Indemnitees promptly notify Supplier in writing of the Infringement Claim; (ii) Supplier has sole control of the defense and all related settlement negotiations; and (iii) IHG Indemnitees provide Supplier with the information, assistance and authority reasonably needed to enable Supplier to perform Supplier's obligations under this Section. In any action based on an Infringement Claim, Supplier, at its option and its own expense, will either: (1) procure the right for IHG Indemnitees to continue using the Indemnified Items in accordance with the provisions of this agreement; (2) make such alterations, modifications or adjustments to the Indemnified Items so that the infringing item becomes non-infringing without incurring a material diminution in performance or function; (3) replace the Indemnified Items with a non-infringing substantially similar substitute; or (4) terminate the relevant licenses to the Supplier software, and upon IHG Indemnitees deletion of the same, and Supplier shall refund to IHG Indemnitees the amortized remainder of the license fees for such Supplier software and the unused remainder of any related prepaid Other Fees received by Supplier. Supplier shall have no liability or obligations for an Infringement Claim pursuant to this Section to the extent that it results from: (a) modifications to the Supplier software made by a Party other than Supplier or under the direct control of Supplier; (b) the combination, operation or use of the Supplier software or Services with non-Supplier products, except to the extent the Supplier software or Service is the sole Source of the Infringement Claim; (c) use of the Supplier software outside the scope of this agreement or in contravention of the documentation; (d) Supplier's use of any IHG Data if such IHG Data is the sole source of the Infringement Claim; or (e) IHG Indemnitees' failure to use all available updates to the Supplier software made available to IHG Indemnitees by Supplier, if the Infringement Claim would not have occurred but for such failure; provided, however, that Supplier had provided written notice to IHG Indemnitees that the most recently released version needs to be installed by IHG Indemnitees to prevent infringement. Nothing in this provision shall be construed as a limitation on IHG Indemnitees' ability to retain legal counsel at its own expense to passively monitor the proceedings. Section 11 sets forth IHG Indemnitees' sole and exclusive remedies and Supplier's entire liability with respect to Infringement Claims.
    • 11.2 Hotel Participant Indemnification. Hotel Participant shall defend and indemnify Supplier and its officers, directors, managers, partners, employees, successors and permitted assigns (collectively, the "Supplier Indemnitees") from and against, and shall pay any and all damages awarded by a court of competent jurisdiction or agreed to in settlement against any of the Supplier Indemnitees, based upon, relating to or arising from, any and all Claims in connection with the following:
      • (a) Any actual or alleged personal injury or death, damage to tangible personal or real property arising directly or indirectly from acts, errors or omissions of Hotel Participant or any Hotel Participant Personnel;
      • (b) Hotel Participant's breach of or failure to perform or comply with any of its obligations with respect to or in connection with Confidential Information or Supplier Data including, without limitation, any breach of Section 5 (Data and Confidentiality); or
      • (c) The gross negligence, willful misconduct or fraud by Hotel Participant.
    • 11.3 Indemnification Procedures.
      • (a) Promptly after (i) the Party (either an IHG Indemnitee or a Supplier Indemnitee) seeking indemnification (the "Indemnitee") receives written notice of a potential Claim and (ii) the Indemnitee has determined that the potential Claim is an actual Claim subject to this Section 11 (Indemnification), the Indemnitee will notify the other Party (the "Indemnitor") of the Claim; provided, however, the failure of the Indemnitee to provide notice of a Claim shall not relieve the Indemnitor of its obligations under this Section 11 (Indemnification) except to the extent that such failure materially prejudices the Indemnitor's defense of the Claim. The Indemnitee shall promptly tender the Claim to the Indemnitor for defense or settlement of the Claim.
      • (b) The Indemnitee shall reasonably cooperate with the Indemnitor's requests for assistance. The Indemnitee shall not settle or compromise any Claim without the prior written consent the Indemnitor.
      • (c) The Indemnitor shall reimburse the Indemnitee for reasonable, out-of-pocket attorney's fees incurred by the Indemnitee related to the Claim, during the time period commencing on the date that the Indemnitee gave written notice of the claim to the Indemnitor and until the Indemnitor assumes the defense of such claim; provided that the Indemnitee complies with the provisions in Section 11.3 (a) and (b) above. Furthermore, subject to the remainder of Section 11, the Indemnitor shall defend the Indemnitee against all expenses (including reasonable attorneys' fees) incurred as a result of Indemnitor's failure to assume the defense reasonably promptly, and any damages, losses, or costs awarded by a court of competent jurisdiction, arising from a Claim.
      • (d) If the Indemnitor has assumed the defense of a Claim, no Indemnitee that is being defended by the Indemnitor will enter into any settlement of any such Claim without the consent of the Indemnitor, which shall not be unreasonably withheld, delayed or conditioned.
  • 12. INSURANCE.

    Supplier shall maintain insurance in accordance with Schedule 5 (Supplier Insurance Coverage).

  • 13. MISCELLANEOUS
    • 13.1 Audit Rights and Retention Requirements.
      • (a) IHG has the right, once per annum during and for a period of one year after the Term of this Agreement, to hire a reputable third party to audit of the Services (or any part thereof) and shall have the right to verify information required under this Agreement, by requesting, receiving, inspecting and auditing, at all reasonable times, any and all records relating to the Services (or any part thereof).
      • (b) Supplier shall keep, maintain and preserve at its principal place of business for at least two (2) years following termination or expiration of the Term of this Agreement or any renewal(s) hereof, complete and accurate records of accounts related to Services under this Agreement.
      • (c) Supplier agrees to cooperate with IHG or designees of IHG in the performance of its duties of inspection and audit. If, as a result of an audit, it is determined that Supplier has overcharged IHG, Supplier shall pay to IHG the amount of such overcharge, within thirty (30) days of written notice to Supplier from IHG. If an audit shows that Supplier overcharged IHG or any Participating Hotel Supplier shall promptly refund IHG or any Hotel Participant the amount of the overcharge following written notice to Supplier.
      • (d) The exercise of the right by IHG to audit records and accounts or the acceptance by IHG of any statements, credits or refunds shall be without prejudice to any rights or remedies of IHG and shall not prevent IHG from thereafter disputing the accuracy of any such statements, credits or refunds.
      • (e) Supplier shall provide IHG with a copy of Supplier's SSAE16 audit performed by any of Supplier's third Party auditor, as such audits are made generally available to Supplier's clients, upon request of IHG. The foregoing shall not require that Supplier to have conducted or to conduct an SSAE16 audit.
    • 13.2 Corporate Responsibility in the Supply Chain.
      • (a) Supplier acknowledges and agrees that IHG values ethical, responsible business practices and expects the same from its service providers.
      • (b) Supplier hereby declares its compliance with applicable laws and regulations with respect to the Services and its support for labor and human rights, environmental protection, and business integrity principles and practices, and will use commercially reasonable efforts to operate in a manner consistent with the principles generally described in the "Supplier Code of Conduct" found at the internet site indicated below (hereinafter referred to as the "Code of Conduct"), which may be amended from time to time by IHG.
      • http://www.ihgplc.com/files/pdf/policies/usen_ihg_vendor_code_of_conduct.pdf
    • 13.3 Notices.
      • (a) Any notice given by one Party to another under this Agreement shall be in writing, delivered by hand or overnight delivery or by prepaid first-class or special delivery post as follows:
        • To IHG at:
        • Six Continents Hotels, Inc. Three Ravinia Drive, Suite 100 Atlanta, GA 30346-2121 Attn: Legal Department
        • To Supplier at:
        • Quore Systems, LLC
          2000 Meridian Blvd. Suite 200, Franklin TN 37067
          Attn: Legal Department
      • (b) Notices delivered by hand or overnight delivery shall be given on the day of receipt (unless received after 5:00 pm ET in which case they shall be given on the next working day). Notices sent by prepaid first-class post or special delivery shall be deemed to have been given two (2) working days after the date of posting. Notices sent by fax shall be deemed to be served four (4) hours after the time of the transmission report provided that an error-free transmission report has been received by the sender and if this time falls after 5:00 pm ET on a working day or at any time on a day which is not a working day the notice shall be deemed to have been received at 9:00 am ET on the next working day.
      • (c) Notices under this Agreement shall not be validly served by email.
      • (d) Either Party shall have the right to vary its address, fax number and/or contact for notices by giving notice to the other.
    • 13.4 Assignment and Mergers & Acqusitions.
      • (a) Neither Party shall assign, novate or deal in any way with all or any part of the benefit of, or its rights or benefits under this Agreement without the prior written consent of the other party.
      • (b) IHG requires a degree of protection against mergers and acquisitons. If Supplier is acquired or otherwise merged with or into another entity (regardless of the legal structure of the merger), IHG shall have a first right of refusal on the same terms and conditions as offered by the third party. Supplier shall provide IHG with written notice of such proposed transaction and IHG shall have 30 days from receipt of notice which to accept said offer. If IHG does not accept said offer within said period, Supplier shall be free to accept the third-party offer, provided that the third party agrees to be bound by all the terms of this Agreement.
    • 13.5 Waiver and Cumulative Remedies.
      • (a)
      A delay or omission by either Party hereto to exercise any right or power under this Agreement shall not be construed to be a waiver thereof. A waiver by either of the Parties hereto of any of the covenants to be performed by the other or any breach thereof shall not be construed to be a waiver of any succeeding breach thereof or of any other covenant herein contained. All waivers shall be in writing and signed by the Party waiving its rights.
      • (b) The rights and remedies arising under, or in connection with, this Agreement are cumulative and, except where otherwise expressly provided in this Agreement, do not exclude any rights or remedies provided by law or otherwise.
    • 13.6 Severance.
      • (a) If any provision of an Agreement is or becomes illegal, invalid or unenforceable, in any respect:
        • (i) it shall not affect or impair the legality, validity or enforceability of any other provision of that Agreement; and
        • (ii) the Parties shall use Commercially Reasonable Efforts to negotiate in good faith with a view to replacing it with a valid and enforceable provision which achieves to the greatest extent possible the same effect as would have been achieved by the illegal, invalid or unenforceable provision but differing from the replaced provision as little as possible.
      • (b) If any illegal, invalid or unenforceable provision would be legal, valid or enforceable if some part of it were deleted, such provision shall apply with the minimum modifications necessary to make it legal, valid or enforceable.
    • 13.7 Third Parties and Divested Affiliates.
      • (a) The Agreement is entered into solely between, and can be enforced only by, IHG and Supplier. Except for the Participating Hotels and the IHG Indemnities, this Agreement shall not be deemed to create any rights or causes of action in or on behalf of any Third Parties, including employees, agents, representatives, contractors, suppliers or customers of a Party or any other Program Participant.
      • (b) A Hotel Participant shall have the right to enforce any term of this Agreement which is expressly or implicitly intended to benefit it.
      • (c) The enforcement rights granted to a Hotel Participant in subsection (b) are subject to the following restrictions and qualifications:
        • (i) IHG has the right to enforce any term of this Agreement on behalf of any Hotel Participant; and
        • (ii) Supplier's liability to any of the Hotel Participants shall be governed by all of the provisions of this Agreement.
      • (d) The Parties shall have the right to vary, terminate or rescind this Agreement without the consent of any member of any Third Party beneficiary.
    • 13.8 Amendment. No amendment to this Agreement shall be valid unless it is in writing signed by or on behalf of each of the Parties to this Agreement.
    • 13.9 Entire Agreement. This Agreement constitutes the entire agreement and understanding between the Parties with respect to its respective subject matter and supersedes any previous agreement, warranty, statement, representation, understanding, or undertaking (in each case whether written or oral) given or made before the date of this Agreement, as applicable, by or on behalf of the Parties and relating to its subject matter notwithstanding the terms of any such previous agreement or arrangement expressed to survive termination
    • 13.10 Governing Law and Jurisdiction. The Agreement shall be governed by and interpreted in accordance with the Laws of the state of New York without regard to its conflicts of law principles, and any Dispute related to, arising out of, or in connection with the Agreement shall be subject to the exclusive jurisdiction of the courts in DeKalb County, Georgia and the U.S. District Court for the Northern District of Georgia.
    • 13.11 Dispute Resolution Procedures. If any Dispute arises out of this Agreement, the Parties agree to first escalate discussions to at least a Senior Vice President or equivalent level in each company and to discuss in good faith the possible utilization of alternative Dispute Resolution Procedures, including, but not limited to, non-binding mediation. To initiate mediation, a Party must give notice in writing (the "Mediation Notice") to the other Party in accordance with Section 13.3 (Notices). If either Party refuses at any time to participate in the mediation procedure and in any event if the Dispute is not resolved within thirty (30) days of the service of the Mediation Notice, either Party shall have the right to commence proceedings in accordance with this Section 13.13. The Parties shall share equally in the costs of the mediation.
    • 13.12 Media Releases & Public Disclosures of Agreement. Supplier shall not disclose the terms of this agreement, issue or release any statement, article, advertisement, public or private announcement, media release or other similar publicity relating in any manner to any of the following: (a) any aspect of this Agreement; (b) the fact that the Parties have engaged in any discussion or negotiations regarding any of the foregoing; and (c) the fact that the Parties have entered into this Agreement, except in each case: (i) with IHG Approval; (ii) as is required to be disclosed by applicable Laws of for purposes of enforcing this Agreement; or (iii) to Supplier's legal, business and financial advisers who need to know, provided that such business and financial advisers are subject to a written confidentiality agreement reasonably acceptable to IHG (and such business/financial advisors are not competitors of IHG), and, with respect to Supplier's legal advisers, such legal advisers agree to maintain the confidentiality of this Agreement. IHG will announce the selection of Quore as a recommended solution provider for their franchisees through a jointly written Press Release, which shall be coordinated with and approved in writing by IHG prior to release and which IHG may withhold in its sole discretion. IHG grants Quore the right to identify itself as a "recommended provider" of solutions to IHG on Quore's web page as long as this Agreement remains in effect. IHG agrees that one of its representatives will be willing to field periodic reference calls on Quore's behalf.
    • 13.13 Survival. Termination or expiration of this Agreement, shall not prejudice any rights and remedies of either Party which may have accrued under this Agreement up to the date of termination or expiration, and shall not affect any provision of this Agreement which is expressly or by implication intended to come into or remain in effect on or after termination. Any provision of this Agreement which contemplates performance or observance subsequent to termination or expiration of this Agreement will survive termination or expiration of this Agreement and continue in full force and effect.
    • 13.14 Language. In the event of inconsistency between any terms of this Agreement and any translation into another language, the English language meaning shall control.
    • 13.15 Non-Solicitation. IHG and Supplier each agree not to offer, promise, solicit or engage in employment with personnel from the staff of the other who were directly involved in providing the Services during the term of this Agreement and for a period of one (1) year after the expiration of the term of the Agreement, unless prior written consent is received from the other party. For the avoidance of doubt, the foregoing does not prohibit either party from employing an individual who applies for a position in response to an employment advertisement or other general solicitation of employment, whether such application is during the term of this Agreement or thereafter.
    • 13.16 Advisory Board Meetings. During the Term of the Agreement, IHG will have a seat on Supplier's Advisory Board. Advisory Board meetings will be held on a quarterly basis, unless the attendees to such meetings agree otherwise. Matters of mutual interest to be discussed at the Advisory Board meetings include, but limited to, business and commercial updates, the parties' performance under this Agreement, including status of orders, delays, service levels and suggested ideas for innovation.
    • 13.17 IHG Brand Standards. In the event Supplier's software tool becomes an IHG Brand Standard, IHG will have the right to negotiate changes to the Agreement based upon Supplier's new vendor status.

Schedule 1 Interpretation and Definitions

Capitalized terms shall have the meaning given to them in this Schedule 1 (Interpretation and Definitions) and as otherwise set forth in this Agreement

In this Agreement (unless the context requires otherwise):

• 1.1 the words "including," "include," "for example," "in particular" and words of similar effect shall not be deemed to limit the general effect of the words which precede them and "including," "include" and "for example" shall be continued to have the words "but not limited to" following them;
• 1.2 reference to any agreement, contract, document or deed shall be construed as a reference to it as varied, supplemented or novated from time to time;
• 1.3 reference to a Party shall be construed to include its successors and permitted assigns or transferees;
• 1.4 words imparting persons shall include natural persons, bodies corporate, un-incorporated associations and partnerships (whether or not any of them have separate legal personality);
• 1.5 words imparting the singular shall include the plural and vice versa;
• 1.6 words imparting any one gender shall not exclude other genders;
• 1.7 the headings, index and front sheet are all for reference only and shall be ignored when construing this Agreement;
• 1.8 references to a Section, Schedule, paragraph or appendix are references to the Section, schedule, paragraph or appendix of, or to, this Agreement;
• 1.9 reference to any legislative provision shall be deemed to include any statutory instrument, by-law, regulation, rule, subordinate or delegated legislation or order and rules and regulations which are made under it and any subsequent re-enactment or amendment of the same; and "Affiliate" means any Hotel Participant that controls, is controlled by or is under common control with such Party. For the purposes of this definition, "control" (including, with correlative meanings, the terms "controlled by" or "under common control with"), as used with respect to any Program Participant, means the possession, directly or indirectly, of the power to direct or exercise an influence over the management or policies of such Program Participant through at least 51% direct or indirect ownership of voting securities or comparable equity interests of the controlled Program Participant; "Agreement" means: (a) with respect to IHG, the terms and conditions of this Master Services Agreement which include the recitals, the attached schedules, appendices and annexes, together with any (i) SOW and (ii) Subscription Agreement executed by IHG and other incorporated documents (and, as the context requires, includes the same as they are incorporated into any SOW); and (b) with respect to each Hotel Participant that is a party to a Subscription Agreement, the terms and conditions of each Subscription Agreement, inclusive of all terms and conditions of this Master Services Agreement (and the attached schedules, appendices and annexes) and the applicable SOW, as incorporated by referenced into the Subscription Agreement;

"Background IPRs" means Intellectual Property Rights that belong to or are licensed to a Party prior to the Effective Date or that are generated or acquired after the Effective Date outside of the performance of the Services. Background IPRs do not include Deliverables (but may be incorporated therein) or third party Intellectual Property Rights in IHG Sourced Resources;

"Commercially Reasonable Efforts" means the taking of such steps and the performance of obligations in a manner that a Party would do if it were acting in a determined, prudent and reasonable manner in order to achieve the desired end result for its own benefit;

"Deliverables" means the items which are produced and/or delivered to IHG as outputs of the Services;

"Disclosing Party" means the Party that has disclosed Confidential Information to the other Party;

"Dispute" means any dispute, difference or question of interpretation arising out of or in connection with this Agreement, (including any dispute regarding pre-contractual negotiations, the existence, validity or termination of this Agreement or the consequences of non-existence or invalidity of this Agreement) whether contractual or non-contractual;

"Documentation" means any documentation in any form whatsoever, including any reports, records, written designs, specifications, requirements, test cases, user manuals, user guides, operations manuals, training materials, instructions, blueprints, invention disclosures, patterns, flow charts, equipment part lists, drawings or plans;

"Effective Date" has the meaning set forth in the preamble of this Agreement;

"Equipment" means all telecommunications, electronic, computing, network, office and facilities equipment and machinery, vehicles and tools including: (a) mainframe, midrange, server and distributed computing equipment and associated attachments, features, accessories, peripheral devices and cabling; (b) personal computers, laptop computers, workstations and personal data devices and associated attachments, features, accessories, printers, multi-functional printers, peripheral or network devices and cabling; and (c) voice, data, video and wireless telecommunications and network and monitoring equipment and associated attachments, features, accessories, cell phones, peripheral devices and cabling, that is in all cases owned or leased by a Party;

"Exit Services" has the meaning set forth in Section 8.4 (Exit Services);

"Good Industry Practice" means the exercise of the degree of skill, care, prudence, efficiency, foresight and timeliness which would reasonably be expected from a person highly skilled and experienced in providing services similar to the Services;

"Governmental Approval" means any license, consent, permit, approval or authorization of any Governmental Authority, or any notice to any Governmental Authority, the granting or provision of which is required by applicable Laws for the consummation of the transactions and the performance of the Services contemplated by this Agreement;

"Governmental Authority" means any federal, state or local government or any foreign government, or political subdivision thereof, or any multinational organization or authority or any authority, agency or commission entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power, any court or tribunal (or any department, bureau or division thereof), or any arbitrator or arbitral body;

"IHG Approval" means the prior written approval or consent of IHG (or a person authorized in writing by the IHG to grant such approval) of an action proposed by Supplier, which approval or consent may be withheld by IHG in its sole discretion;

"IHG Data" means IHG Personal Data and all data, information, text, drawings, statistics, analysis and other materials embodied in any form relating to IHG or any member of IHG's Group (and/or their respective customers) and which may be supplied by Supplier, IHG, any member of IHG's Group and/or which Supplier (and/or any Sub-Contractors) generates, collects, processes, stores or transmits in connection with this Agreement; provided that IHG Data does not include (a) Supplier records of accounts related to Services under this Agreement; or (b) other data generated by Supplier and collected or maintained by Supplier for purposes of establishing Supplier's rights and obligations under this Agreement; or (c) non-personal data related to inventory items, properties, failure modes, suppliers and vendors; or (d) non-personal raw data that does not identify IHG by name, a Hotel Participant by name, a specific property or specific location.

"IHG Facilities" means premises owned, controlled or occupied by IHG or a member of IHG's Group which are made available for use by Supplier or its Sub-Contractors for provision of the Services (or any of them) on the terms set forth in this Agreement or any separate agreement or license;

"IHG Franchisees" means entities that operate or own properties under a franchise or license agreement with IHG or an IHG Affiliate;

"IHG Personal Data" means, collectively, all data or information, in any form, that is provided to Supplier by or from IHG or a Third Party on behalf of IHG or any data or information that is collected, generated or processed by Supplier for the benefit of IHG or pursuant to the Services, that alone, or in combination with other information: (a) is considered personal data or personal information under the Data Privacy Laws; or (b) identifies or could be reasonably used to identify an individual data subject, including names, addresses, email addresses, telephone numbers, Social Security numbers, government identification numbers or any other personally identifiable information, including copies of such information, and materials derived from such information, and any other information associated with or linked to such information;

"IHG Resources" means the systems, processes, technologies and other resources used by IHG, including those provided by Third Party vendors of IHG;

"Intellectual Property Rights" or "IPR" means:

(a) patents, utility models, supplementary protection certificates, petty patents, rights in trade secrets and other confidential or undisclosed information (such as inventions (whether patentable or not) or know-how) registered designs, rights in copyright (including authors' and neighboring or related "moral" rights), database rights, design rights, semiconductor topography rights, mask work rights, trademarks and service marks;

(b) all registrations or applications to register any of the items referred to in paragraph (a); and

(c) all rights in the nature of any of the items referred to in paragraphs (a) or (b) including continuations, continuations in part and divisional applications, reputation, personality or image, trade names, business names, brand names, get-up, logos, domain names and URLs, rights in unfair competition and, without prejudice to anything set forth elsewhere in this definition, rights to sue for passing off and all rights having equivalent or similar effect to, and the right to apply for any of, the rights referred to in this definition in any jurisdiction;

"Laws" means any law, statute, by-law, regulation, order, regulatory policy (including any requirement or notice of any regulatory body), guidance or industry code of practice, rule of court or directives, delegated or subordinate legislation in force and as amended from time to time;

"Losses" means all losses, costs, claims paid or payable fines, penalties, awards, liabilities, damages, compensation, settlements, expenses and/or reasonable professional costs and/or charges;

"Subscription Agreement" means Quore© Software Subscription Agreement (Schedule 2);

"Pass-Through Expense" means the cost of a resource procured by Supplier for which IHG reimburses Supplier the actual out-of-pocket cost incurred by Supplier for such resource without any mark-up or administrative fee;

"Supplier Data" means means all data, information, text, drawings, statistics, analysis and other materials embodied in any form relating to Supplier and its respective customers and which may be supplied by Supplier, including Supplier software and related source code and object code, Supplier user interfaces and designs thereof, and software algorithms embodied in Supplier software provided or otherwise made available to IHG or any Hotel Participant before or during this Agreement, including software to be developed by Supplier for IHG and/or a Hotel Participant as part of the Services. For the avoidance of doubt, Supplier Data does not include IHG Data.

"Receiving Party" means the Party that has received Confidential Information from the other Party;

"Security Policy" means IHG's security policy, guidelines and requirements notified to Supplier; "Service Taxes" has the meaning set forth in Section 3.9 (Taxes);

"Services" means the services, functions, responsibilities and outputs to be and/or that are provided and fulfilled by Supplier under this Agreement as set forth in one or more Statements of Work;

"Sub-Contractor" means a sub-contractor of Supplier engaged by Supplier under a Sub- Contract and including those listed in a SOW and/or Subscription Agreement;

"Supplier Background IPRs" means Background IPRs owned by or licensed to Supplier;

"Supplier Facilities" means any premises in the possession or control of Supplier or any Sub- Contractor (which are not IHG Facilities) from which the Services are delivered, in whole or in part or in which records relating to the Services are kept;

"Supplier Personnel" means all employees, staff, other workers, agents and Suppliers, of Supplier, its Affiliates and/or any Sub-Contractor who are engaged in the provision of the Services;

"Third Party" means any person which is not a Party to this Agreement, including as "Third Parties" any members of IHG's Group or Supplier's Group and contractors (including Sub- Contractors); and

Schedule 3 PRICING

* the per month fee for Quore Connect includes 3,000 total incoming and outgoing text messages per select service and 5,500 per full service properties. Monthly message totals in excess of those limits will incur an additional charge of $0.0125 per text and will be billed separately. International overage charges may vary. **Monthly Pricing

Hotel Classification Breakdown

Full Service

• Intercontinental
• Kimpton Hotels
• Hualuxe Hotels & Resorts
• Holiday Inn Hotel Indigo
• Crowne Plaza

Select Service

• Holiday Inn Express
• Staybridge Suites
• Candlewood Suites
• EVEN Hotels

Schedule 4 SERVICE LEVEL

• 1. With respect to the Monthly Availability and Annual Availability, Supplier may have up to one (1) Scheduled Outage lasting no more than sixty (60) minutes during each month unless mutually agreed upon differently. The System Availability Measurement Calculation shall not include Scheduled Outage time as time the system is not available in any Measurement Window.
• 2. Supplier will give a minimum of 4‐weeks' notice to Customer for any Scheduled Outages. Supplier shall provide a confirmation of each Scheduled Outage to Customer at least forty-eight (48) hours in advance of the Scheduled Outage. Supplier shall not introduce any new Scheduled Outages with less than 2 weeks' notice to Customer before the implementation of such Scheduled Outage.
• 3. Customer may, upon at least 14 calendar days' notice, request to cancel or reschedule any Scheduled Outages to the Supplier. Unless impracticable, Supplier will comply with this request.
• 4. In the event of an unplanned outage, Supplier will notify users via email within 30 minutes of the incident start time. Supplier will provide updates to customer every 2 hours until the issue is resolved. Upon resolution, the supplier will send a resolution notice to the customer.

2. OPERATIONS AND MONITORING. Applications provided by the vendor are supported by a 24 x 7 automated and alert monitoring system.

3. SERVICE LEVEL OBJECTIVES

4. INCIDENT MANAGEMENT SERVICE LEVELS

Schedule 5 Supplier Insurance Coverage

Throughout the term of this Agreement and any renewal term, Supplier shall purchase insurance with its own funds (and shall cause subcontractors and sub-subcontractors to purchase and maintain insurance) with insurers having an A.M. Best Rating of A-VII or better, the minimum types and amounts of insurance set forth below:

• 1. Statutory Workers Compensation Insurance with benefits afforded under the laws of the state in which the services are to be performed. Policy will include an alternate employer endorsement providing coverage in the event any employee of Supplier sustains a compensable accidental injury while on work assignment with IHG. Insurer for Supplier will be responsible for the Worker's Compensation benefits due such injured employees.
• 2. Employer's liability insurance with a minimum limit of $1,000,000 for each occurrence.
• 3. Commercial general liability insurance written on an occurrence basis, including but not limited to premises-operations, broad form property damage, independent contractors, personal and advertising injury, liability assumed under an insured contract, and Third Party discrimination with limits of at least $1,000,000 per occurrence and $2,000,000 general aggregate and $1,000,000 products/completed operations aggregate.
• 4. Comprehensive automobile liability insurance covering the use and maintenance of owned, not- owned, hired and rented vehicles with limits of not less than $1,000,000 combined single limit each accident for bodily injury and property damage.
• 5. Fidelity/crime coverage (including third party liability) or an appropriate form of surety bond providing coverage for infidelity, fraud, dishonesty or criminal acts of Supplier Personnel, Supplier's employees, agents, officers or directors in the amount of $1,000,000 per occurrence.
• 6. If Supplier is using its own property in connection with the performance of its obligations under this Agreement, property insurance on an "All Risk" basis with replacement cost coverage for property and equipment of others in the care, custody and control of Supplier is required.
• 7. Professional Liability Insurance, including contractual liability coverage, having a minimum limit in the aggregate of $1,000,000 for each claim, and an aggregate limit of $2,000,000 for all claims arising out of services performed under this Agreement.
• 8. If Supplier has access to or will be accessing IHG networks then, Network Security/Privacy Liability (Cyber Liability) Insurance in the minimum amount of $500,000 including but not limited to network security, multimedia & advertising and privacy. Technology Based Services include but are not limited to, data processing, internet services, data/application hosting, software systems, software support and network management services..

IHG, its subsidiaries, parents, licensees, and Affiliates shall be named as additional insureds with respect to Supplier's policy or policies for coverages 3-4 above.

Prior to seven (7) business days of the start of work for this Agreement, Supplier shall deliver to the Risk Management Department of IHG at Three Ravinia Drive, Suite 100, Atlanta, GA 30346 satisfactory evidence of the described insurance coverages on a certificate of insurance.

The certificate of insurance is to include a waiver of subrogation in favor of IHG and additional insured status as outlined above for the general liability and automobile liability policies. Failure of IHG to demand such certificate or other evidence of full compliance with these insurance requirements or failure of IHG to identify a deficiency from evidence that is provided shall not be construed as a waiver of Supplier's obligation to maintain such insurance. The fulfillment of these insurance obligations shall not relieve Supplier of any liability assumed by Supplier in this Agreement or in any way modify Supplier's contractual or common law obligations to indemnify IHG.

Schedule 6 Data Protection

This Schedule 5 (Data Protection) sets forth additional terms and conditions with respect to IHG Personal Data. Capitalized terms not otherwise defined in this Schedule 5 (Data Protection) have the respective definitions assigned to them in other parts of this Agreement.

IHG PERSONAL DATA. Without limiting Supplier's obligations under Section 7.3 (Security) of this Agreement or otherwise with respect to the security of IHG Personal Data, the following shall apply:

• (a) Supplier shall process and hold any IHG Personal Data that it receives in compliance with the requirements of this Agreement and all Data Privacy Laws relating to such IHG Personal Data, including the processing, storage, handling, security, access and transfer thereof. Supplier may have certain responsibilities prescribed by applicable Data Privacy Laws as a processor of the IHG Personal Data, and Supplier hereby acknowledges such responsibilities to the extent required thereby for processors of data and agrees that such responsibilities shall be considered as a part of the Services. Supplier shall promptly carry out any request from IHG with respect to IHG Personal Data that is necessary to allow IHG to comply with applicable Data Privacy Laws regarding processing, storage, handling, collection, use, access, transfer and transmission of IHG Personal Data;
• (b) Subject to Supplier having received IHG Approval, Supplier shall process and store all IHG Personal Data in (i) the United States of America and (ii) such other jurisdiction(s) as may be agreed by IHG in writing, and shall not transfer to, or process or maintain IHG Personal Data in any other jurisdiction(s) without IHG Approval;
• (c) Where IHG agrees to such a transfer of IHG Personal Data across national borders, other than as set forth in subsection (e) below relating to transfers from the EEA, upon IHG's request, Supplier shall, and shall compel its Sub-Processor(s) to, enter into additional data transfer or data processing agreements or contractual clauses as required by Data Privacy Laws or at the request of IHG. The Parties shall negotiate the terms of such additional agreements in good faith;
• (d) Where IHG agrees to such a transfer of IHG Personal Data outside the EEA or where IHG or an IHG Program Participant transfers, processes or maintains IHG Personal Data outside the EEA, each Party agrees that:
  • (i) the export or import (as appropriate) of such IHG Personal Data shall be in accordance with the standard contractual clauses for the transfer of IHG Personal Data to processors established in third countries by the European Commission (e.g. Commission Decision 2010/87/EC or as promulgated from time to time) (the "Data Protection Model Clauses");
  • (ii) where IHG agrees in writing to the transfer of IHG Personal Data to Supplier, any Supplier Affiliate or any Sub-Contractor located outside the EEA, Supplier, Supplier Affiliate or the Sub-Contractor (as relevant) shall be the "Data Importer" for the purposes of the Data Protection Model Clauses (as Data Importer is defined therein); and
  • (iii) where IHG agrees in writing to the onwards transfer by a Data Importer to a Supplier Affiliate or Sub-Contractor located outside the EEA, such Supplier Affiliate or Sub- Contractor shall be a "Sub-Processor" for the purposes of the Data Protection Model Clauses (as "Sub-Processor" is defined therein) and the Parties agree (and Supplier shall procure) that at IHG's discretion, either: (A) the Sub-Processor shall be added as a signatory to the Data Protection Model Clauses, which govern the relevant transfer; or (B) a separate set of Data Protection Model Clauses shall be entered into between the Data Importer and Sub-Processor.
• (e) In addition to the foregoing requirements in subsections (c) and (d) above, where Supplier intends to use or otherwise process IHG Personal Data originating in the EEA, Canada, Argentina, Columbia, Australia or any other jurisdiction which restricts the cross-border transfer of personal data, in a jurisdiction that has not been recognized by the European Commission or by the governing Governmental Authorities as providing adequate protection for IHG Personal Data, Supplier agrees to promptly notify IHG in writing of its intention, obtain prior written consent from IHG for such processing, and enter into additional data transfer agreements between IHG or IHG Affiliates and Supplier or Supplier Affiliates or to enter into additional undertakings as determined by IHG to be necessary and appropriate to facilitate the transfer of IHG Personal Data to those third countries in accordance with applicable Laws;
• (f) Supplier shall provide IHG with such information, assistance and cooperation as IHG requires from time to time to establish Supplier's compliance with the obligations relating to security contained in the Data Privacy Laws;
• (g) Supplier shall promptly inform IHG of any particular risk to the integrity or security of any of Supplier's computer networks and of the categories of IHG Personal Data and individuals that may be affected;
• (h) Supplier understands and acknowledges that, to the extent that performance of its obligations hereunder involves or necessitates the processing of IHG Personal Data, Supplier shall act only on instructions and directions from IHG;
• (i) Supplier shall comply promptly with all such instructions and directions received by Supplier from IHG from time to time;
• (j) Supplier agrees to collect, process and use any IHG Personal Data received from IHG only for purposes of providing the Services and not to make IHG Personal Data received from IHG available to any Third Parties, other than at IHG's specific written request, upon IHG Approval, or in order to comply with any applicable Laws;
• (k) Where IHG has approved the transfer of IHG Personal Data to a Third Party, Supplier shall, prior to the transfer of any IHG Personal Data, execute a written agreement with the Third Party that contains materially the same terms as those which apply to IHG under this Agreement; and
• (l) Supplier shall provider IHG with prior notice unless prohibited by law from doing so prior to disclosing or otherwise providing IHG Personal Data to a Third Party pursuant to applicable Laws.

• 1. DATA SUBJECT RIGHT OF ACCESS AND RECTIFICATION
  • (a) Supplier recognizes that representations made to data subjects by IHG regarding the collection and processing of IHG Personal Data, as well as certain Laws which may be applicable, allow data subjects the right to access, correct or have deleted certain IHG Personal Data, as well as to make and change certain choices with respect to the permissible use of IHG Personal Data. Similarly, IHG has the right to change such representations from time to time and modify certain choices given to data subjects with respect to their respective IHG Personal Data. In order that requests from data subjects in connection with these matters are expeditiously handled, Supplier agrees that any such request for access, change, correction, or choice modification of IHG Personal Data made by or through IHG, or made pursuant to procedures established by IHG, be effected in a manner which shall result in completion of the action in a period no longer than thirty (30) days, or less if required by applicable Law, inclusive of any time required by Supplier.
  • (b) If IHG is required to provide information to a data subject regarding that individual's IHG Personal Data, Supplier shall cooperate with IHG in providing such information to the full extent necessary to comply with Data Privacy Laws, and, where a request by a data subject is made directly to Supplier, it shall promptly notify IHG in writing upon receipt of a request (whether oral or in writing) from such an individual providing sufficient details and information as are required by IHG to comply with its obligations under the Data Privacy Laws. If further to this request the IHG Personal Data must be corrected or amended, Supplier shall correct or amend the IHG Personal Data as instructed by IHG. Supplier shall not respond directly to a data subject's request relating to IHG Personal Data, unless directed to by IHG.
• 2. CERTAIN SPECIFIC REMEDIES FOR PERSONAL DATA BREACHES. To the extent any unauthorized or impermissible disclosure or loss of, inability to account for, any unauthorized access to, or the destruction or corruption of, any IHG Personal Data is caused by Supplier or any Sub-Processor or results from Supplier's or Sub-Processor's acts or omissions ("Event"), Supplier shall bear, be responsible for and pay:
  • (a) the Losses incurred by IHG and Supplier in complying with their respective legal obligations relating to such breach;
  • (b) in addition to any other Losses for which Supplier may be liable for under this Agreement, the following costs and expenses incurred by IHG in responding to such breach, to the extent applicable:
    • (i) the costs and expenses of providing notice to affected individuals;
    • (ii) the costs and expenses of providing notice to Governmental Authorities, credit bureaus, and other required entities;
    • (iii) the costs and expenses of providing affected individuals with credit monitoring services for a specific period not to exceed twelve (12) months, to the extent the incident could lead to a compromise of the data subject's credit or credit standing;
    • (iv) call center support for such affected individuals for a specific period not to exceed twelve (12) months; and
    • (v) the costs and expenses of any other measures required under applicable Law; and 56
  • (c) any other Losses for which Supplier would be liable under this Agreement.
• 3. PROCESSOR OBLIGATIONS
  • (a) Supplier shall hold any IHG Personal Data that it receives in compliance with the requirements of this Agreement and all Data Privacy Laws relating to such IHG Personal Data, including the handling, security and transfer thereof.
  • (b) Supplier may have certain responsibilities prescribed by applicable Data Privacy Laws as a processor of the IHG Personal Data, and Supplier hereby acknowledges such responsibilities to the extent required thereby for processors of data and agrees that such responsibilities shall be considered as a part of the Services.
  • (c) Supplier shall promptly carry out any request from IHG with respect to IHG Personal Data that is necessary to allow IHG to comply with applicable Data Privacy Laws regarding processing, storage, handling, collection and transmission of IHG Personal Data.
  • (d) In the event that Laws to which the activities contemplated by this Agreement are subject are modified or new Data Privacy Laws that are applicable to such activities come into effect, Supplier's compliance with such modifications or new Data Privacy Laws shall be considered part of the Charges, and Supplier agrees to negotiate in good faith any amendments to this Agreement that are necessary for compliance with applicable Data Privacy Laws.

AMENDMENT NO. 1 TO Master Services Agreement

This Amendment No. 1 to the Master Services Agreement(this “Amendment”) is made and entered into this 21stday of April, 2017(“Effective Date”) by and between Quore Systems, LLC (“Vendor”) and Six Continents Hotels, Inc. (“Customer”).

RECITALS

WHEREAS, Customer and Vendor entered into a Master Services Agreement dated June 03, 2016 (the “Agreement”);

WHEREAS, Customer and Vendor wish to add a service module to Schedule 3 of the Agreement.

NOW THEREFORE, for good and valuable consideration, the parties agree to amend Schedule 3 of the Agreement as follows:

1.On the date, to be mutually agreed, that 500 properties are under active contracts, the API module shall be added to their subscription. These 500 properties shall be entitled to, and receive a perpetual waiver of Base Price/Property (API module fees), meaning that their total subscription pricing shall remain unchanged, and will not be subject to a retroactive pricing increase.

The 500 properties selected for the perpetual waiver will be identified during the rollout of the Mobile Guest Requests (MGR) project.The first 500 properties to receive enablement of the MGR module will constitute the waived properties.

Pricing shall be as detailed in the pricing matrix in section 2;for properties that execute contracts as of the date of this amendment going forward, and are not included in the 500 properties referenced above.

2. Schedule 3 -Pricing. Quore offers the following pricing:

* Monthly Pricing

** Includes Quore API module

*** the per month fee for Quore Connect includes 3,000 total incoming and outgoing text messages per select service and 5,500 per full service properties. Monthly message totals in excess of those limits will incur an additional charge of $0.0125 per text and will be billed separately. International overage charges may vary.

--- Hotel Classification Breakdown ---

Select Service

Holiday Inn Express Hotels
Staybridge Suites
Candlewood Suites
EVEN Hotels

FullService

InterContinental Hotels & Resorts
Kimpton Hotels
Hualuxe Hotels & Resorts
Holiday Inn Hotels
Hotel Indigo
Crowne Plaza Hotels & Resorts

3. Effect on the Agreement. Except as specifically amended or modified by this Amendment, all other terms and conditions of the Agreement shall remain in full force and effect. Capitalized terms used but no otherwise defined in this Amendment shall have the meanings assigned to such terms in the Agreement.

4. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which, when taken together, shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their duly authorized representatives as of the Effective Date.