Virtue Group Service Agreement

The Terms and Conditions of Service

Before purchasing or subscribing to this product you agree to the following terms and conditions.

In consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Virtue Group LLC. ("Virtue") and the individual purchaser or subscriber of this service ("Licensee") agrees as follows:

1.  LICENSE

1.1  Definitions.

(a)  "Agreement" means these Standard Terms and Conditions and any additional terms specifically set out in writing in the document(s) (if any) to which these Standard Terms and Conditions are attached or in which they are incorporated by reference, and, if applicable, any additional terms specifically set out in writing in any Schedule attached hereto.

(b)  "Licensed Materials" means the newsletters, reports, databases, database subscriptions, professional journals or other information resources, and all hospitality industry data contained therein, provided to Licensee hereunder.

1.2  Grant of License.  Subject to the terms and conditions of this Agreement, and except as may be expressly permitted elsewhere in this Agreement, Virtue hereby grants to Licensee a non-exclusive, non-transferable, indivisible, non-sublicensable license to use, copy, manipulate and extract data from the Licensed Materials for his own INTERNAL business purposes only.

1.3  Copies.  Except as expressly permitted elsewhere in this Agreement, Licensee may make and maintain copies of any Licensed Materials for internal use only.

1.4  No Service Bureau Use.  Licensee is prohibited from using the Licensed Materials in any way in connection with any service bureau or similar services.  "Service bureau" means the processing of input data that is supplied by one or more third parties and the generation of output data (in the form of reports, charts, graphs or other pictorial representations, or the like) that is sold or licensed to any third parties.

1.5  No Distribution to Third Parties.  Except as expressly permitted in this Agreement, Licensee is prohibited from distributing, republishing or otherwise making the Licensed Materials or any part thereof (including any excerpts of the data and any manipulations of the data) available in any form whatsoever to any third party, other than Licensee's accountants, attorneys, marketing professionals or other professional advisors who are bound by a duty of confidentiality not to disclose such information.

1.6  Security.  Licensee shall use commercially reasonable efforts to protect against unauthorized access to the Licensed Materials.

1.7 Term. Licensee agrees to a term of subscription to Virtue’s database products for a period of twelve months.

1.8  Reservation of Rights.  Licensee has no rights in connection with the Licensed Materials other than those rights expressly enumerated herein.  All rights to the Licensed Materials not expressly enumerated herein are reserved to Virtue.

2.  DISCLAIMERS AND LIMITATIONS OF LIABILITY

2.1  Disclaimer of Warranties.  THE LICENSED MATERIALS ARE PROVIDED TO THE LICENSEE ON AN "AS IS" AND "AS AVAILABLE" BASIS.  VIRTUE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED MATERIALS, THE SERVICES PROVIDED OR THE RESULTS OF USE THEREOF. WITHOUT LIMITING THE FOREGOING, VIRTUE DOES NOT WARRANT THAT THE LICENSED MATERIALS, THE SERVICES PROVIDED OR THE USE THEREOF ARE OR WILL BE ACCURATE, ERROR-FREE OR UNINTERRUPTED. VIRTUE MAKES NO IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR ANY PARTICULAR PURPOSE OR ARISING BY USAGE OF TRADE, COURSE OF DEALING, COURSE OF PERFORMANCE OR OTHERWISE.

2.2  Disclaimers.  VIRTUE SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF VIRTUE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  FURTHERMORE, VIRTUE SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY CLAIM RELATING IN ANY WAY TO (i) ANY DECISION MADE OR ACTION TAKEN BY LICENSEE IN RELIANCE UPON THE LICENSED MATERIALS.

2.3  Limitation of Liability.  VIRTUE'S TOTAL LIABILITY TO LICENSEE FOR ANY REASON AND UPON ANY CAUSE OF ACTION INCLUDING WITHOUT LIMITATION, INFRINGEMENT, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS, SHALL BE LIMITED TO ALL FEES PAID TO VIRTUE BY THE LICENSEE DURING THE TWELVE MONTH PERIOD PRECEDING THE DATE ON WHICH SUCH CAUSE OF ACTION FIRST AROSE.

3.  MISCELLANEOUS

3.1  Liquidated Damages.  In the event of a violation of Section 1.5 of these Standard Terms and Conditions, Licensee shall be required to pay Virtue an amount equal to the sum of (i) the highest aggregate price that Virtue, in accordance with its then-current published prices, could have charged the unauthorized recipients for the Licensed Materials that are the subject of the violation, and (ii) the full price of the lowest level of republishing rights that Licensee would have been required to purchase from Virtue in order to have the right to make the unauthorized distribution, regardless of whether Licensee has previously paid for any lower level of republishing rights, and (iii) fifteen percent (15%) of the total of the previous two items.  This provision shall survive indefinitely the expiration or termination of this Agreement for any reason.

3.2  Obligations on Termination.  Within thirty (30) days of the termination or expiration of this Agreement for any reason, Licensee shall cease all use of the Licensed Materials and shall return or destroy, at Virtue's option, all copies of the Licensed Materials and all other information relating thereto in Licensee's possession or control as of the such date.  This provision shall survive indefinitely the expiration or termination of this Agreement for any reason.

3.3  Governing Law; Jurisdiction and Venue.  This Agreement shall be governed by the substantive laws of the State of Texas, without regard to its or any other jurisdiction's laws governing conflicts of law.  Any claims or actions regarding or arising out of this Agreement shall be brought exclusively in a court of competent jurisdiction located in Galveston, Texas, and the parties expressly consent to personal jurisdiction thereof.  The parties also expressly waive any objections to venue.

3.4  Assignment.  Licensee is prohibited from assigning this Agreement or delegating any of its duties under this Agreement without the prior written consent of Virtue.

3.5  Independent Relationship.  The relationship between the parties is that of an independent contractor. Nothing in this Agreement shall be deemed to create an employer/employee, principal/agent, partnership or joint venture relationship.

3.6  Notices.  All notices required or permitted to be given hereunder shall be in writing and shall be deemed given i) when delivered in person, at the time of such delivery; ii) when delivered by facsimile transmission or e-mail, at the time of transmission (provided, however, that notice delivered by facsimile transmission shall only be effective if such notice is also delivered by hand or deposited in the United States mail, postage prepaid, registered, certified or express mail or by courier service within two (2) business days after its delivery by facsimile transmission); iii) when delivered by a courier service or by express mail, at the time of receipt; or iv) five (5) business days after being deposited in the United States mail, postage prepaid, registered or certified mail, addressed (in any such case) to the addresses listed on the first page of this Agreement or to such other address as either party may notify the other in writing.

3.7  Waiver.  No waiver of any breach of this Agreement will be deemed to constitute a waiver of any subsequent breach of the same or any other provision.

3.8  Entire Agreement.  This Agreement constitutes the entire agreement of the parties with respect to the matters described herein, superseding in all respects any and all prior proposals, negotiations, understandings and other agreements, oral or written, between the parties.

3.9  Amendment.  This Agreement may be amended only by the written agreement of both parties.

3.10  Recovery of Litigation Costs.  If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys' fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.

3.11  Injunctive Relief.  The parties agree that, in addition to any other rights or remedies which the other or Virtue may have, any party alleging breach or threatened breach of this Agreement will be entitled to such equitable and injunctive relief as may be available from any court of competent jurisdiction to restrain the other from breaching or threatening to breach any of the provisions of this Section, without posting bond or other surety.

3.12  Notice of Unauthorized Access.  Licensee shall notify Virtue immediately upon Licensee's becoming aware of any facts indicating that a third party may have obtained or may be about to obtain unauthorized access to the Licensed Materials, and shall fully cooperate with Virtue in its efforts to mitigate the damages caused by any such breach or potential breach.

3.13  Conflicting Provisions.  In the event that any provision of these Standard Terms and Conditions directly conflicts with any other provision of the Agreement, the conflicting terms of such other provision shall control.

3.14  Remedies.  In addition to any other rights or remedies that Virtue may have, in the event of any termination by Virtue on account of a breach by Licensee, Virtue may, without refund, immediately terminate and discontinue any right of Licensee to receive additional Licensed Materials from Virtue.