1 Year Trial License Agreement
PLEASE READ THIS LICENSE AGREEMENT BEFORE YOU SUBMIT YOUR INFORMATION TO CITI CHANNEL INC. (“CITI”) AND/OR START USING THE CITI CHANNEL ‘SHARED LABEL’ TRIP PLANING APPLICATION (“CITI-APP”). THESE TERMS AND CONDITIONS ENTERED INTO BY YOU AND CITI ARE REFERRED TO AS THE “AGREEMENT”.
THE “EFFECTIVE DATE” OF THIS AGREEMENT IS THE DATE YOU ARE SENT THE FREE TRIAL URL VIA EMAIL BY CITI.
TERMS OF THIS AGREEMENT
CITI, a software service provider and online distributor of travel products and travel distribution technology, has developed the following technologies:
CITI for a limited time is offering a free trial of its CITI-APP to tourism providers to try out its CITI-APP free of any license fee or set up fee for a period of 1 Year.
COMPANY is desirous of availing the one year free license and agrees to make available the CITI-APP to COMPANY’s guests and customers, and to use it according to the terms and conditions set forth in this Agreement.
CITI, subject to the terms set forth in this Agreement grants COMPANY a non-exclusive license for the trial period.
NOW THEREFORE In consideration of the mutual representations, warranties, and covenants set forth in this agreement, and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree to the following Terms and Conditions:
Each Party agrees that: (a) all Confidential Information shall remain the exclusive property of the disclosing party and receiving party shall not use any Confidential Information for any purpose except in furtherance of this Agreement, (b) it shall maintain, and shall use prudent methods to cause its employees, officers, representatives, contracting parties and agents (the "Permitted Persons") to maintain, the confidentiality and secrecy of the Confidential Information, (c) it shall disclose Confidential Information only to those Permitted Persons and who need to know such information in furtherance of this Agreement, (d) it shall not, and shall use prudent methods to ensure that Permitted Persons do not (i) copy, publish, transmit, reproduce, divulge, disclose or make the Confidential Information available to any third party, or (ii) use or store it in an unprotected retrieval system or data base (other than pursuant to the terms hereof), and (e) it shall return or destroy all ((hard and soft) copies of Confidential Information upon written request of the other Party.
Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it (i) is or becomes part of the public domain through no act or omission on the part of the receiving party, (ii) was possessed by the receiving party prior to the date of this Agreement, (iii) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto, or (iv) is required to be disclosed pursuant to law, court order, subpoena or governmental authority.
BY ACCEPTING, YOU ARE AGREEING ON BEHALF OF THE ENTITY (“COMPANY”) OBTAINING THE CITI-APP THAT COMPANY WILL BE BOUND BY AND BECOME A PARTY TO THIS AGREEMENT AND CERTIFYING THAT YOU HAVE THE AUTHORITY TO BIND COMPANY.
UNLESS AND UNTIL COMPANY AGREES TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT, COMPANY HAS NOT BECOME A LICENSEE OF, AND IS NOT AUTHORIZED TO ACCESS AND/OR USE, THE CITI-APP.