Common use of Data Providers Clause in Contracts

Data Providers. (a) ITA presently has in place and will use reasonable commercial efforts to maintain legal agreements, sufficient to cover ITA’s legal obligations to perform hereunder, with Data Providers for the provision of schedule, fare, industry and (subject to paragraph (b) below) availability data for the operation of the Licensed Software. However, Galileo acknowledges and agrees that such Data Providers are third parties which are not in ITA’s control and which are subject to delay or failure. While ITA agrees, as part of its obligations under this Agreement, to receive, load and manage such data, ITA does not warrant the accuracy of such data (except that the foregoing will not be deemed to relieve ITA from responsibility for problems with data which are caused by ITA and not by a Data Provider). In addition, ITA disclaims any and all liability resulting from or related to Data Providers’ failure to provide data to ITA in a timely fashion. (b) Notwithstanding any other provision of this Agreement, ITA disclaims any warranty as to the continued supply of availability data from Worldspan. In the event Worldspan ceases to provide ITA with availability data, ITA may take any actions which ITA in its sole discretion deems appropriate with respect to the provision of such data. . No such cessation by Worldspan will constitute a breach by ITA of this Agreement, nor will Galileo have any right to recover any damages, or take any other action against ITA (except as specifically provided in Section 7.3(c)(iv) of the License Agreement) as a result thereof; provided, that the foregoing will not be deemed to limit Galileo’s ability to exercise any other rights or remedies, up to and including termination, as a result of any breach by ITA of any other provision of this Agreement or the License Agreement. ITA agrees that it will exercise its best efforts (subject to ITA’s confidentiality obligations to third parties) to give Galileo the greatest possible notice of a contemplated or threatened or actual loss of Worldspan availability information. (c) In the event ITA elects to receive availability data from a source other than or in addition to Worldspan or Galileo, the availability information generated by the Licensed Software shall not differ materially, in scope or quality, from that generated using the data currently obtained from Worldspan. ITA shall notify Galileo not less than 30 days (or such lesser period as is commercially practicable under the circumstances, in ITA’s reasonable judgment) prior to switching or adding an availability data provider. ITA shall provide reasonable cooperation and assistance to Galileo to enable it to evaluate the quality of the alternate availability data. In the event Galileo reasonably determines that the alternate availability data is materially different, in scope or quality, than the availability data obtained from Worldspan, Galileo shall so notify ITA and the parties shall endeavor in good faith to resolve the deficiencies. In the event such deficiencies are not resolved within thirty (30) days after delivery of such notice, Galileo shall have the right to terminate this Agreement, provided that no termination shall be effective until the dispute resolution procedures set forth in Section 15 of the License Agreement have been completed.

Data Providers. (a) ITA presently has in place and will use reasonable commercial efforts to maintain legal agreements, sufficient to cover ITA’s legal obligations to perform hereunder, with Data Providers for the provision of schedule, fare, industry and (subject to paragraph (b) below) availability data for the operation of the Licensed Software. However, Galileo acknowledges and agrees that such Data Providers are third parties which are not in ITA’s control and which are subject to delay or failure. While ITA agrees, as part of its obligations under this Agreement, to receive, load and manage such data, ITA does not warrant the accuracy of such data (except that the foregoing will not be deemed to relieve ITA from responsibility for problems with data which are caused by ITA and not by a Data Provider). In addition, ITA disclaims any and all liability resulting from or related to Data Providers’ failure to provide data to ITA in a timely fashion. (b) Notwithstanding any other provision of this Agreement, ITA disclaims any warranty as to the continued supply of availability data from Worldspan(***). In the event Worldspan (***) ceases to provide ITA with availability data, ITA may take any actions which ITA in its sole discretion deems appropriate with respect to the provision of such data. . No such cessation by Worldspan (***) will constitute a breach by ITA of this Agreement, nor will Galileo have any right to recover any damages, or take any other action against ITA (except as specifically provided in Section 7.3(c)(iv) of the License Agreement) as a result thereof; provided, that the foregoing will not be deemed to limit Galileo’s ability to exercise any other rights or remedies, up to and including termination, as a result of any breach by ITA of any other provision of this Agreement or the License Agreement. ITA agrees that it will exercise its best efforts (subject to ITA’s confidentiality obligations to third parties) to give Galileo the greatest possible notice of a contemplated or threatened or actual loss of Worldspan (***) availability information. (c) In the event ITA elects to receive availability data from a source other than or in addition to Worldspan (***) or Galileo(***), the availability information generated by the Licensed Software shall not differ materially, in scope or quality, from that generated using the data currently obtained from Worldspan(***). ITA shall notify Galileo not less than 30 days (or such lesser period as is commercially practicable under the circumstances, in ITA’s reasonable judgment) prior to switching or adding an availability data provider. ITA shall provide reasonable cooperation and assistance to Galileo to enable it to evaluate the quality of the alternate availability data. In the event Galileo reasonably determines that the alternate availability data is materially different, in scope or quality, than the availability data obtained from Worldspan(***), Galileo shall so notify ITA and the parties shall endeavor in good faith to resolve the deficiencies. In the event such deficiencies are not resolved within thirty (30) days after delivery of such notice, Galileo shall have the right to terminate this Agreement, provided that no termination shall be effective until the dispute resolution procedures set forth in Section 15 of the License Agreement have been completed.