Sabre Web Services Subscriber Amendment

Amendment to Sabre Agreement for

Sabre Web-Services – Downline Agency

This Amendment (“Amendment”) to the Agreement (as such term is hereinafter defined) is made and entered into effective as of the day of JanuaryFebruaryMarchAprilMayJuneJulyAugustSeptemberOctoberNovemberDecember, 2005200620072008 (“Effective Date”) by and between XYZ Agency (“Customer”) and Sabre Inc. (“Sabre”).

WHEREAS, Sabre and Customer have entered into that certain Sabre Subscriber or Customer Agreement dated as of <insert Sabre signature date (NOT EFFECTIVE DATE)> (the “Agreement”), and

WHEREAS, Customer desires to obtain and Sabre has agreed to provide certain web services as more further defined herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, Sabre and Customer hereby agree as follows:

1. Services. Sabre will provide Customer with access to and use of the Sabre Web Services, as revised from time to time, as described at https://webservices.sabre.com or its successor site (the Sabre Web Services are herein referred to as the “Services”). Any revision to the Services shall be effective upon posting by Sabre at https://webservices.sabre.com or its successor site. In addition to the terms of the Agreement, this Amendment shall be governed by the terms and conditions set forth in Exhibit 1, a copy of which is attached hereto and incorporated herein by reference.

2. Fees and Charges. In consideration for Sabre’s provision of the Services, Customer agrees to pay Sabre the following fees and charges:

a.  Session Fees: A "session" is a series of related interactions between a single user and the Web Services server. Through concurrent sessions, Customer may have multiple users that simultaneously interact with the Web Services server. Customer will pay Sabre a one time session fee of US$250 for the provision of 50 sessions. Additional sessions may be purchased in blocks of 25 for a yearly fee of US$250 per block.

b.  Service Charges: In accordance with the terms and provisions set forth in the Agreement, Customer will pay Sabre the fees set forth in the Agreement and on any written addendum to the Agreement (or if no addendum is attached, as stated on http://eservices.sabre.com or its successor site) for the use of the Sabre System associated with Customer's use of the Services. The Sabre System commands that are executed by each service available under the Services and the accompanying category to which each such command belongs are identified at https://webservices.sabre.com or its successor site.

c.  Training and Out of Pocket Expenses: No on-site implementation, training, consulting, development, or other services are anticipated to be provided hereunder by Sabre. If Customer and Sabre mutually agree in writing upon Sabre’s provision of any such services, Customer will reimburse Sabre for all air and local transportation, lodging, meals and other related incidental expenses incurred by Sabre in the performance of this Amendment.

d.  Additional Services: Additional fees and charges may apply in the event Customer elects to receive new functionality, modules or improvements to the Services beyond those described at https://webservices.sabre.com or its successor site.

3. Term. This Amendment will commence as of the Effective Date and continue in effect for the duration of the Agreement.

4. Confidentiality. This Amendment and the Agreement, and each and every provision hereof and thereof, shall be held and treated as confidential and shall not be disclosed by Customer to any other person, firm, organization, association, or entity, of any and every kind, whether public, private or governmental, for any reason, or at any time, without the prior written consent of Sabre, unless such disclosure is required by law or legal process. In the event of any such unauthorized disclosure, this Amendment and the Agreement may be terminated immediately by Sabre, without notice to Customer, and Sabre shall have the right to pursue any other remedies available to it in law or in equity.

5. Defined Terms. Capitalized terms not otherwise defined in this Amendment shall have the meaning given to them in the Agreement.

6. Full Force and Effect. This Amendment, together with the Agreement, constitutes the final, complete, and exclusive statement of the terms of the agreement between the parties pertaining to the subject matter of this Amendment and supersedes all prior and contemporaneous understandings or agreements of the parties, including, but not limited to, any prior Amendment for Sabre Web Services between Sabre and Customer. Except as otherwise provided herein, the terms and conditions of the Agreement remain in full force and effect. In the event of any conflict between the terms and conditions of the Agreement and this Amendment, the terms and conditions of this Amendment shall control for the transaction contemplated hereunder only.

IN WITNESS WHEREOF, the parties have entered into this Amendment as of the Effective Date.

XYZ Agency / Sabre Inc.
By: / ______
(Signature) / By: / ______
(Signature)
Name: /
(Print Name) / Name: / <insert signer's name>
Title: / Title: / <insert signer's title>
Address:
Fax:
PCC:
Federal Tax ID Number:

Exhibit 1 - Web Services Terms and Conditions

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1.  Passwords. Customer will be provided with a unique password that must be inputted before access to the Services will be provided to a Customer user. Customer shall be responsible for ensuring that the security of the passwords is protected by each of its authorized users. Sabre will commence supplying Customer with access to the Services within approximately two (2) weeks from the complete execution of this Amendment.

2.  Customer Requirements. If Customer desires to utilize the Services for the access of any third party data, the Customer hereby represents and warrants that it has obtained, and will retain during the Term of this Amendment, a subscription or authorization with the applicable third party to access and use all such data as contemplated hereunder. Customer must provide, at its expense, all hardware, network and software applications required for Customer to access and utilize the Services. Current requirements are reflected in the reference documentation to be provided to the Customer by Sabre. The Customer requirements may change from time to time as notified by Sabre to Customer in writing. Certain third party software and content may also be incorporated into the Services. Customer agrees to comply with any additional terms and conditions with respect to such third party software and content provided that copies of the agreements in which they are contained or the restrictions that apply are provided to Customer prior to the Customer being restricted thereby. To the extent that third party software or content becomes unavailable or unsupported, Sabre is relieved of its obligation to provide such software or content to Customer; however, Sabre will use all reasonable efforts to supply a replacement therefore.

3.  Testing and Capacity Plans. Customer will provide Sabre with testing and capacity plans at least thirty days in advance of its use of the Services. Sabre shall have the right to approve or reject such plans, and the right to suspend or deny Customer with access to the Services should Customer fail to provide or significantly vary from the testing and capacity plans. In addition, Sabre shall have the right to suspend Customer’s access to the Services if Customer’s use should have an adverse impact on the operation of the Services.

4.  Performance Standards.

(a) Sabre will use its reasonable efforts to maintain, or to cause to be maintained, the Service’s availability twenty-four (24) hours per day, seven (7) days per week. Sabre may from time to time schedule downtime for system maintenance and software modifications utilized in connection with the Services. Specifically, access to the Services may not be available for up to seventy-two (72) hours each month for data load and maintenance of the system supporting the Services. The Services may also be unavailable for longer periods for hardware upgrades, facility modification and repair, and similar reasons. Although Sabre shall use its reasonable efforts to avoid unscheduled downtime and to maintain uptime at an industry competitive level, such downtime may occur despite such efforts.

(b) Sabre shall not be in default of the performance standards to the extent such failure is wholly or partly due to any one of the following reasons: (i) Customer’s failure to perform its obligations under the this Amendment or the Agreement; (ii) Force Majeure Events; (iii) the performance of a third party (including but not limited to Internet Service Providers or telecommunications network provider(s)); (iv) any failure of the Customer’s hardware, software or other Customer provided resources. As performance of the Services are dependent on performance of local area and wide area networks, as well as software and hardware of Third Parties and Customer, Sabre shall not be responsible for problems or delays in the Services due to technical matters beyond its control.

(c) Sabre will provide systems operational support via email and phone support 7 days a week, 24 hours a day. Sabre will provide developer phone support Monday through Friday 8am-5pm central standard time. Email queries can be made at any time and will be reviewed Monday through Friday 8am - 7pm central standard time.

5.  Management of Services. Sabre may modify, amend, enhance, update or provide an appropriate replacement for any of the Services, or any element thereof, at any time. Further, Sabre shall have the right to manage all resources used in providing the Services as Sabre deems appropriate. Sabre shall have the right to subcontract any of its obligations under this Amendment to any third party without having to obtain Customer’s prior written consent. In the event that Sabre provides any communications circuits utilized with the Services, Customer acknowledges that Sabre is not a licensed provider of communications circuits and therefore shall arrange for the provision of the communication circuits through a third-party provider selected by Sabre. Sabre will monitor such provider’s performance of its obligation to provide and maintain the communications circuits, work with such provider and Customer to resolve any problems with the communications circuits, and take all reasonable actions to cause such provider to perform such obligations. Sabre will not, however, be responsible for any damages caused by the communications circuits and/or acts or omissions by the communication circuit provider. Sabre shall have the right to restrict the number of concurrent sessions assigned to Customer and impose such restrictions without Customer’s prior written consent.

6.  Disclaimer of Warranty. THE SERVICES, ANY ADDITIONAL SERVICES, SUPPORT SERVICES, AND ANY OTHER DELIVERABLES PROVIDED HEREUNDER ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER, AND SABRE DISCLAIMS ON BEHALF OF ITSELF AND ANY THIRD PARTY PROVIDERS, AND CUSTOMER WAIVES, ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT REGARDING THE SERVICES, ADDITIONAL SERVICES, SUPPORT SERVICES OR OTHER DELIVERABLES SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE.

7.  LIMITATION OF LIABILITY. NOTWITHSTANDING ANY PROVISIONS OF THE AGREEMENT TO THE CONTRARY, SABRE SHALL NOT BE HELD LIABLE FOR ANY ACTS OF NEGLIGENCE UNDER THIS AMENDMENT, REGARDLESS OF THE NATURE OF SUCH ACT, INCLUDING, BUT NOT LIMITED TO, ACTS OF CONTRIBUTORY, JOINT OR SOLE NEGLIGENCE. SABRE SHALL NOT BE LIABLE TO CUSTOMER FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, REVENUE OR SAVINGS, OR THE LOSS OF USE OF ANY DATA, EVEN IF SABRE HAD BEEN ADVISED OF, WAS AWARE OF, OR SHOULD HAVE BEEN AWARE OF, THE POSSIBILITY THEREOF. UNDER NO CIRCUMSTANCES SHALL SABRE'S AGGREGATE CUMULATIVE LIABILITY HEREUNDER, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE LESSER OF (i) THE AMOUNT OF FEES AND CHARGES ACTUALLY PAID HEREUNDER BY CUSTOMER TO SABRE, OR (ii) THE AVERAGE AMOUNT OF ALL FEES AND CHARGES ACTUALLY PAID HEREUNDER OVER A SIX (6) MONTH PERIOD DURING THE TERM OF THIS AMENDMENT. CUSTOMER ACKNOWLEDGES THAT THE FEES PAID BY IT REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AMENDMENT AND THAT SABRE WOULD NOT ENTER INTO THIS AMENDMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY.

8.  Relationship. Sabre shall be and act as an independent contractor hereunder and no employee of either party shall be deemed to be an employee of the other for any purpose whatsoever. Each party shall comply, at its own expense, with the provisions of all applicable state and municipal requirements and with all state and federal laws applicable to it as an employer and otherwise.

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