Amendment to Sabre Agreement for Sabre Web-Services Downline Agency

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Nov 3, 2013 (3 years and 7 months ago)

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Confidential

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1

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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
November
,
2007

(“
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 othe
r 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 Fee
s
:
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 m
a
y 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.
T
he Sabre System commands that are executed by each ser
vice 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 f
or 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 funct
ionality,
modules or improvements to the Services beyo
nd
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 Sab
re, unless
such disclosure is required by law or legal process. In the event of
a
ny
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
.
Capit
alized

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 th
e 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 S
abre 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.


Confidential

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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:







Confidential

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Exhibit
1

-

Web Services Terms and Conditions


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
a
ccess 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,
netwo
rk 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 no
tified
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
test
ing 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 effort
s 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 th
e 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
up
grades, 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 E
vents; (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 o
f 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 cont
rol.


(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 wri
tten 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 communicatio
n 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
commun
ications 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 prov
ider.
Sabre
shall have the right to restrict the number of concurrent sessions
assigned to
C
ustomer and impose such restrictions without Customer’s
prior written consent.


6.

Disclaimer of Warranty.
THE SERVICES, ANY
ADDITIONAL SERVICES, SUPPORT SERVICES, A
ND 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
AN
Y 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 F
OR 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,
EX
CEED 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 indepen
dent
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 wi
th all state and
federal laws applicable to it as an employer and otherwise.