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EXHIBIT 10.54
HOTEL CLEARING CORPORATION
UNITED STATES SUBSCRIBER AGREEMENT
SUBSCRIBER hereby contracts with HOTEL CLEARING CORPORATION ("HCC") to
provide records of hotel reservation bookings and to process hotel reservation
commissions on the following terms and conditions:
DEFINITIONS:
"SUBSCRIBER" is the travel agency and all of its participating travel
agent locations.
"CASH SYSTEM" is a service ▇▇▇▇ of HCC for a clearing house system of
accounting for reservations made by travel agents with HCC Hotels and
processing commissions payable to those travel agents for the reservations.
"HCC Hotel" is a hotel property who is a participant in the HCC System.
"CASH Reservation" is a reservation at an HCC Hotel originated by
SUBSCRIBER for which the HCC Hotel has been paid for all or a part of the
reserved stay, including non-refundable deposits for reservations originated
by SUBSCRIBER, for which SUBSCRIBER is entitled to a commission. CASH
Reservations include reservations made by telephone or electronically.
"HCC Management Report" is a record of all CASH Reservations for a
specified month and a computation of the commission due SUBSCRIBER for those
reservations.
"HCC Fee" is the amount paid by SUBSCRIBER to HCC for the services set
forth herein which shall be [*] of the total monthly commission paid by HCC
Hotels to SUBSCRIBER as set forth on the HCC Management Report plus costs
associated with tapes or diskettes, if any, requested by SUBSCRIBER.
1. The CASH System. During the term of this agreement, beginning with the
implementation of the CASH System, HCC shall within fifteen (15) business days
after the end of each calendar month (the "Month"), (i) submit a HCC Management
Report to each HCC Hotel for payment to HCC of all commissions the HCC Hotel
owes to SUBSCRIBER for CASH Reservations for the Month, (ii) transmit to
SUBSCRIBER, by mail or electronically by modem (at the option of SUBSCRIBER),
the monthly HCC Management Report and (iii) pay to SUBSCRIBER, by check or
automated clearing house transfer (at the option of SUBSCRIBER), an amount in
the local currency of SUBSCRIBER equal to the total commission paid by the HCC
Hotel pursuant to the HCC Management Report for the Month (converted to U.S.
dollars if necessary), less the HCC Fee.
2. Term and Termination. The initial term of this agreement shall be six
(6) months but it shall continue in effect thereafter unless terminated upon
seven (7) days prior written notice by either party.
3. Acknowledgment and Disclaimer. SUBSCRIBER acknowledges that the services
rendered by HCC are those of a clearing house and, except as expressly set
forth herein, under no circumstances shall HCC be responsible for collection of
commissions owing SUBSCRIBER. HCC shall not be responsible or liable for any
inaccuracy in the information provided to SUBSCRIBER in the HCC Management
Report. HCC shall only be liable to SUBSCRIBER for the amount of commissions
actually collected by HCC, less the HCC Fee described herein. In the event HCC
shall fail in any respect to perform the services set forth herein, it shall,
under no circumstances, be liable for uncollected commissions to SUBSCRIBER or
any other liability resulting therefrom including, without limitation,
consequential damages. SUBSCRIBER'S SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF
THIS AGREEMENT BY HCC SHALL BE TERMINATION OF THIS AGREEMENT AND THE AMOUNT OF
COMMISSIONS ACTUALLY COLLECTED BY HCC LESS THE HCC FEE. ALL WARRANTIES EXPRESS
OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF FITNESS FOR A
PARTICULAR PURPOSE, MERCHANTABILITY, GOOD AND WORKMANLIKE PRODUCT OR SERVICE,
OR OTHERWISE, ARE DISCLAIMED AND WAIVED. In the event a failure or delay in
the performance of this agreement, except for the payment of money, results
from an act of God, labor strike or other events beyond the control of the
party obligated to perform, such failure or delay shall not constitute a breach
of this agreement nor shall the parties hereto be liable for damages resulting
from such event.
4. Dispute Resolution. In the event SUBSCRIBER shall initiate any action
against HCC arising out of this agreement, governing law shall be that of Texas,
without regard to choice of laws, and venue shall be Dallas, Texas. In the
event HCC shall initiate any action against SUBSCRIBER arising out of this
agreement, governing law shall be that of New York, without regard to choice of
laws, and venue shall be New York, New York. In the event a dispute arises
between SUBSCRIBER and a HCC Hotel with respect to a HCC Management Report, HCC
shall have no obligation or liability with respect to such dispute and
SUBSCRIBER agrees that SUBSCRIBER shall be solely responsible for any action to
resolve the dispute and/or to collect its commission.
5. Miscellaneous.
a) Any notice to be provided with respect to any matter arising out
of this agreement shall be in writing and shall be delivered by
certified mail.
b) HCC and SUBSCRIBER may disclose the existence of this agreement
in a press release to be issued at its inception and may verbally
disclose that SUBSCRIBER has signed this agreement and endorses
the CASH System.
c) Any proprietary information disclosed to SUBSCRIBER by HCC or its
representatives shall be so designated and shall be treated
as confidential.
d) This agreement contains all of the provisions of any agreement
between HCC and SUBSCRIBER with respect to the subject matter set
forth herein and SUBSCRIBER has not relied upon any promises or
representations by HCC except as set forth herein.
e) This agreement shall be binding upon and shall inure to the
benefit of the heirs, successors and assigns of the parties
hereto.
THE HOTEL CLEARING CORPORATION SUBSCRIBER,
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., #▇▇▇▇ AMERICAN EXPRESS TRAVEL RELATED SERVICES
▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇ COMPANY, INC.
BY:/s/ M. ▇▇▇▇▇▇▇▇ ▇▇▇▇ BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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(signature) (signature)
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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(printed name)
VICE PRESIDENT & CONTROLLER
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(title)
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ARC/IATA#
* Confidential Treatment Requested
INFORMATION CONTAINED IN THIS AGREEMENT HAS BEEN OMITTED SUBJECT TO A
CONFIDENTIAL TREATMENT REQUEST AND HAS BEEN FILED SEPARATELY WITH THE S.E.C.