QUORE® SOFTWARE SUBSCRIPTION AGREEMENT

This is a legal software-as-a-service (SAAS) AGREEMENT effective as of [[Month Day, Year]] (the Effective Date) between Quore Systems, LLC, a Tennessee limited liability company having a principal office at 2000 Meridian Blvd. Suite 200, Franklin TN 37067 (Quore), and [[Hotel Name]] a [[State]] company having a principal office at [[Hotel Address]], [[City]], [[State]] and [[Zip]] (Client), (collectively the Parties);

WHEREAS, Quore is in the business of designing, developing, installing and maintaining software products, and providing access to such products, for the hospitality industry;

WHEREAS, Quore has developed and is in possession of software and associated hardware devices that provide for and facilitate management, scheduling, communications, documentation and other services related to various aspects of hotel operations, including but not limited to: on-demand maintenance, preventative maintenance (PM), room management, pool/spa operations, inventory management, inspections, guest satisfaction logs, budget balance sheets, housekeeping tasks, employee performance metrics and/or additional related functions (the Software);

WHEREAS, the Software includes numerous features that constitute intellectual property owned by Quore and which are subject to protection under the laws of the United States and foreign countries where applicable, including but not limited to copyright, patent, design, trademark, trade dress and trade secret protection;

WHEREAS, Client desires to gain access to Quores software on a subscription basis for use at certain hotel properties owned and/or managed by Client listed in Exhibit A attached hereto;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. ENGAGEMENT

• 1.1. Engagement. Client hereby engages Quore to provide to Client internet-based subscription access to the Software developed and owned by Quore. The Software shall be used by Client only in connection with the business operations of the Hotels listed on Exhibit A attached to this Agreement. Client shall be allowed to operate the Software in order to store certain of Client's information and Data related to operation of the Hotels listed on Exhibit A on Quore's servers and/or on third-party servers or cloud application providers to be selected by Quore. Quore hereby accepts such engagement on the terms and conditions set forth herein. The Software shall be accessed and used only by Client through a Quore-designated access portal.

2. DEFINITIONS

• 2.1. "Data" shall mean any electronically stored information.
• 2.2. "Effective Date" shall mean the date the last one of the Parties has signed this Agreement.
• 2.3. "Enhancements" shall mean modifications, improvements, additions, or any other revisions to the Software made during the Subscription Period.
• 2.4. "End Date" shall mean the mutually agreed-upon date that access to the Software will end for each Hotel listed in Exhibit A.
• 2.5. "Hotels" shall mean the properties identified in Exhibit A for which access to the Software is granted during the Subscription Period.
• 2.6. "Software" shall mean the software made accessible by Quore to Client.
• 2.7. "Start Date" shall mean the mutually agreed-upon date that access to the Software will begin for each Hotel listed in Exhibit A. The Start Date may vary among Hotels, and some Hotels may have a later Start Date than other Hotels.
• 2.8. "Subscription Fee" shall mean the mutually agreed-upon price payable to Quore for providing access to the Software during the Subscription Period.
• 2.9. "Subscription Period" shall mean the period during which Client is granted access to the Software under this Agreement. The Subscription Period for each Hotel shall begin on the Start Date and end on the End Date identified for that Hotel identified in Exhibit A, unless otherwise specified.

3. GRANT OF LICENSE

• 3.1. Grant of License. Subject to the terms herein, Quore hereby grants to Client, and Client accepts a non-transferable, non-exclusive license to access and use the Software during the Subscription Period. The license granted herein shall be for use by Client only at the Hotels only.
• 3.2. No Sublicense Rights. Client does not have the right to sublicense the Software or any portion or component thereof, or any of Quore's intellectual property rights granted hereunder, or any other rights or obligations under this Agreement, in whole or in part, to any other third party, including any of Client's affiliated, related or subsidiary companies or organizations. Client shall not attempt to sublicense the Software or any portion or component thereof, in whole or in part, to or for use in any hotels or other business not listed in Exhibit A. Third-party workers employed at the Hotels may have the right to access and use the Software in connection only with operations of the Hotel or Hotels at which the worker is employed.
• 3.3. Nonexclusive License. The grant of a limited license under this Agreement is non-exclusive, and Quore may grant additional licenses to any other third parties of Quore's choosing during or after the term of this Agreement.
• 3.4. Retained Rights. Quore retains all rights including but not limited to the rights to access, use, make, sell, and import the Software during the term of this Agreement and thereafter.
• 3.5. Enforcement. Client does not have the right to enforce any intellectual property or other rights associated with the Software at any point during the Subscription Period or at any time thereafter unless expressly authorized by Quore in a separate agreement.
• 3.6. Limits on Grant. This Agreement does not transfer to Client any rights other than the right to access and use the Software. This Agreement does not transfer to Client any right to make copies of or to reproduce; to distribute copies of or otherwise transfer ownership by rental, lease or lending; to create derivative works of; or to display publicly any components of the Software at any time during or after the Subscription Period. The license provided under this Agreement applies only to those Hotels listed in Exhibit A, and Client shall not access or use the Software in or in association with other hotels not identified in Exhibit A.
• 3.7. No Merger or Modifications; No Assignment or Sale. Client shall not merge the Software with any other program or modify the Software. Client shall not reverse-engineer, disassemble, decompile, or make any attempt to discover the Source Code at any time before, during or after this Agreement. Client shall not sell, sublicense, rent or lease any portion of the Software. No copies of the Software or Source Code will be made available to Client.

4. SUBSCRIPTION FEES AND PAYMENT FOR PURCHASED SERVICES

• 4.1. Subscription Fees. In exchange for Quore providing access to the Software during the Subscription Period, Client shall pay to Quore a monthly Subscription Fee for each Hotel. The Subscription Fee is established for each Hotel as set forth in Exhibit A on a price per hotel per month basis in U.S. dollars. Expiring Subscriptions shall require an Addendum to Exhibit A and may be subject to new Subscription Fees.
• 4.2. Payment Date. The Subscription Fee shall be due and payable in advance in monthly installments. The first monthly Subscription Fee installment shall be due no later than 15 days prior to the scheduled Start Date. Each subsequent monthly Subscription Fee installment for each Hotel shall be due in advance in monthly installments beginning with the Start Date for that Hotel. In the event that the first monthly Subscription Fee installment for a Hotel is not paid at least 15 days prior to the scheduled Start Date, Quore may at its discretion postpone the Start Date until such time as 15 days after the first monthly Subscription Fee for that Hotel is paid.
• 4.3. Invoicing and Payment. Quore shall submit to Client an invoice for the monthly Subscription Fee for each Hotel. Multiple Hotel Subscription Fees may be included on a single invoice. Invoices are to be paid directly to Quore Systems, LLC in accordance with directions on the invoice. Client may add additional Hotels to this Agreement after the Effective date. Subscription Fees for all Hotels added after the Effective Date will be invoiced separately at a pro-rated rate corresponding to the number of months of the Subscription Period for the new Hotels. Subscription Periods for all new Hotels added after the Effective Date shall have a common End Date as listed in Exhibit A.
• 4.4. Subscription Fee Adjustment. Subscription Fees shall remain as identified in Section 4.1 above and/or Exhibit A for each Hotel during the Subscription Period. Subscription Fees are subject to change for services after the Subscription Period ends. Subscription Fees for services rendered after the Subscription Period ends shall be negotiated in good faith between the Parties.
• 4.5. Subscription Fee is Non-refundable. All Subscription Fees already paid shall be non-refundable except as otherwise provided in this Agreement.
• 4.6. Overdue Charges. If any amount owed by Client becomes 60 or more days overdue, Quore may at its discretion suspend access to one or more features of the Software until such time as the overdue amount is paid in full.
• 4.7. Enhancements. In the event that Client requests Quore to develop one or more Enhancements to the Software during the Subscription Period, the Subscription Fee may be increased upon mutual agreement by both Parties in consideration of Quore's undertaking to develop and to provide access to the Enhancements. Any modification to the Subscription Fee during the Subscription Period must be agreed upon and indicated in a written amendment to Exhibit A signed by both Parties. Quore is under no obligation to provide Enhancements requested during, before or after the Subscription Period, and Quore may refuse to provide requested Enhancements at its discretion. Refusal or failure by Quore to provide any requested Enhancement shall not constitute a breach of this contract.
• 4.8. Subscription Fees are Confidential. Client shall treat all Subscription Fee information as confidential and shall not disclose or otherwise reveal or make available to any third parties without the prior written consent of Quore.
• 4.9. Taxes and Other Amounts. Client shall be responsible for all Subscription Fees and other charges and fees due hereunder, and will pay to Quore all sales, use, excise or other similar taxes (federal, state or local) measured directly by amounts payable to Quore pursuant to this Agreement. In no event shall Client be obligated to pay any tax imposed on income of Quore pursuant to this Agreement or any tax imposed on Quore's privilege of doing business.

5. INTELLECTUAL PROPERTY

• 5.1. Ownership of Software. Client acknowledges that the Software embodies intellectual property owned by Quore. Subject to the limited license to access and use granted under Section 3 above and any other licenses granted by Quore, Quore shall own all right, title, and interest in the Software, including any patents, copyrights, trademarks, designs, trade secrets and other proprietary rights and information related thereto, and in all derivative works, modifications, Enhancements, upgrades, translations, corrections and new versions of the Software, including without limitation any derivative works, modifications, Enhancements, upgrades, translations, corrections and new versions of the Software resulting from suggestions or comments from Client or any of Client's employees, representatives, customers, contracts, affiliates or agents.
• 5.2. Copyright Rights. Quore shall own all copyright rights associated with the Software, including the rights to make copies of or to reproduce the Software; to distribute copies of the Software or otherwise transfer ownership by rental, lease or lending; to create derivative works of the Software; or to publicly display the Software.
• 5.3. Patent Rights. Quore shall own all patent rights in the Software and any improvements thereto, made at any time during or after the Subscription Period, and Client shall not file any patent applications related to the Software or any improvements thereto at any time before, during or after the Subscription Period. Client agrees that it shall assign and hereby does assign any intellectual property rights related to the Software that it develops or invents before, during or after the Subscription Period to Quore. Quore shall retain the right to file and prosecute, and shall own, all patent applications associated with the Software.
• 5.4. Trademark Rights. Quore shall own all trademark and service mark rights associated with the Software, including the brand name Quore® and all associated graphics and logos. Client shall not use the names, trademarks, service marks, copyrights, or photos of the embodiments of the Software or associated components or products, except as otherwise allowed in this Agreement, without the express written permission of Quore.
• 5.5. Trade Secret Rights. Quore owns confidential, non-public trade secrets associated with the Software that are not readily ascertainable from the Software itself. In the event Client is exposed to such trade secrets, Client agrees to keep such trade secrets confidential both during and after the Subscription Period. Client's duty to maintain the confidentiality of Quore's trade secret information shall continue after the Subscription Period ends.
• 5.6. No Reverse Engineering. Client shall not directly or indirectly reverse engineer or attempt to reverse engineer, at any time before, during or after the Subscription Period, any portion or component of the Software or any associated hardware components or products provided to or made accessible to Client under this Agreement. Client shall not assist or otherwise aid any third parties in reverse engineering the Software or any associated components or products at any time during or after the term of this Agreement.
• 5.7. Notice of Unauthorized Use or Infringement. In the event Client learns of any unauthorized use of the Software, or unauthorized access to the Software, or any potential infringement of any intellectual property rights owned by Quore, Client shall provide written notice of such activity to Quore within thirty (30) days of becoming aware of the activity.

6. CONFIDENTIALITY

• 6.1. Confidential Relationship. The relationship between the Parties under this Agreement is a confidential one, requiring the exercise of caution, discretion and good faith in the use of information concerning the Software. Each party acknowledges that all information concerning the other party received as a result of this Agreement, including, without limitation, any and all of Client's marketing information will be deemed "Confidential and Proprietary Information". Each party agrees that, except as otherwise provided in this Agreement, it will not permit the duplication, use or disclosure of any such Confidential and Proprietary Information to any person or entity (other than its own employees, contractors, or agents who must have such information for the performance of their obligations under this Agreement), unless authorized in writing and signed by the other party.
• 6.2. Non-disclosure. Without written permission from Quore, Client shall not disclose or share with any other third party, either before, during or after the Subscription Period, any Confidential and Proprietary information including but not limited to any idea, concept, data, document, hardware device, user interface, screen shot, drawing, or other information, in tangible or intangible form, concerning the Software, its operation or its uses. The confidentiality.
• 6.3. Login Information. Login information including user names and passwords for accessing the Software are to be treated as Confidential and Proprietary information. Client shall not share any login information for electronically accessing the Software with any third party before, during or after the Subscription Period.
• 6.4. Employees. Client shall take all reasonable measures to prevent its employees from breaching the confidentiality provisions of this Agreement.
• 6.5. No Prior Development. Client hereby agrees that it has not previously and is not currently developing any products similar to the Software.
• 6.6. Availability to Third Parties. Client shall maintain the confidentiality of the Software both during and after the Subscription Period and shall not demonstrate or otherwise make the Software, access to the Software, or any features or components of the Software including hardware devices available to any third parties at any time during or after the Subscription Period, especially to representatives or agents of any other software development companies or organizations.
• 6.7. Tutorial Information. Quore may make available to Client training information such as books, papers, videos or audio recordings, or web-based access to such materials, demonstrating how to use the Software. Client hereby agrees that all training information shall be treated as confidential information, and Client further agrees that all training information is subject to the confidentiality provisions of this Agreement.

7. TERMINATION

• 7.1. Term. The term of this Agreement shall be deemed to have begun on the Effective Date and shall continue to the common End Date set forth in Exhibit A, unless terminated earlier in accordance with Section 8.2 of the Master Services Agreement.
• 7.2. Automatic Renewal. Unless an Addendum to Exhibit A setting forth a new End Date is mutually-agreed on between the Parties in writing in a signed renewal agreement prior to the end of the Subscription Period, i.e. at midnight of the End Date, this Agreement will automatically convert to a month-to-month Subscription at a rate equal to the current monthly rate plus a 10% premium for each hotel listed in Exhibit A. The monthly fee will increase an additional 10% each year thereafter as long as Client remains on a month-to-month Subscription. This arrangement will continue until such time as the Parties enter a mutually-agreed on written renewal agreement or until Client notifies Quore in writing that Client wishes to terminate the Agreement. During an automatic renewal period, this Agreement and all rights and obligations hereunder shall remain binding on the Parties.
• 7.3. Elective Renewal. Client and Quore may elect to renew this Agreement for a new Subscription Period prior to an End Date of an existing Subscription Period by executing a mutually-agreed on renewal agreement prior to the end of the existing Subscription Period. Any such renewal agreement shall include a Revised Exhibit A including a listing of Hotels, pricing information, and End Dates set forth in the Revised Exhibit A applicable to the subscription for the new Subscription Period. During an elective renewal Subscription Period, this Agreement and all rights and obligations hereunder shall remain binding on the Parties.
• 7.4. Termination by Either Party. Upon thirty (30) days' prior written notice to the other party, either party may terminate this Agreement if:
  • (i ) the other party breaches any of its material obligations hereunder and fails to cure such breach by the end of such thirty (30) day period, or, if the parties agree that the breach is not capable of being cured or remedied within thirty (30) days, then within a time period mutually agreed upon by the parties; or
  • (ii ) the other party files a petition in bankruptcy, makes an assignment for the benefit of creditors, is adjudicated insolvent or bankrupt, petitions or applies for a receiver or trustee for a substantial part of its property, commences any proceeding under any reorganization arrangement, dissolution or liquidation law or statute of any jurisdiction, or if there is commenced against the other party any such proceeding which has not been dismissed sixty (60) days after commencement.
• 7.5. Breach of Confidentiality. Upon a breach of the confidentiality provisions of this Agreement, Quore may immediately terminate this Agreement and cease access to the Software and Client agrees to pay damages for such breach proportionate to the severity of the breach.
• 7.6. Effect of Termination. Upon termination of this Agreement, all granted rights conveyed from Quore to Client are extinguished, and Client may not continue to use or access the Software unless otherwise authorized to do so in a separate agreement with Quore.
• 7.7. Termination Upon Transfer. In the event a Hotel is sold, or if Client no longer manages a Hotel, during the Subscription Period, Client may remove that Hotel from the Agreement and terminate that Hotel's subscription to the Software by providing written notice to Quore at least fourteen (14) days prior to the transfer of ownership or end of management. No Subscription Fees shall be refunded based on such termination.
• 7.8. Termination Upon Brand Requirements. In the event a Hotel is required by its Brand to use another software tool that conflicts with the Software, during the Subscription Period, Client may remove that Hotel from the Agreement and terminate that Hotel's subscription to the Software by providing written notice to Quore at least fourteen (14) days prior to the desired termination date. No Subscription Fees shall be refunded based on such termination.
• 7.9. Obligations upon Termination. Upon termination of this Agreement, Client shall cease accessing the Software and return to Quore all components of the Software, including all related documentation, all access criteria, all software code and any and all related computer readable media or hardware devices owned by Quore pertaining to the Software. Client agrees to cease any and all use and/or access of the Software at the time of termination of this Agreement. Client shall not attempt to access the Software after termination of this Agreement.
• 7.10. No Consequential Damages. Notwithstanding anything to the contrary, in no event shall either Client or Quore be liable to the other for any loss of anticipated profits or for any special, indirect, or consequential damages resulting from or arising out of this Agreement and/or the use or operation of the Software, however the same may be caused.
• 7.11. Exclusive Remedies. Except as expressly provided otherwise herein, for any breach of the warranties specified herein, Client's exclusive remedy, and Quore's entire liability shall be an award of credits for future Subscription Fees. Notwithstanding the foregoing, the parties acknowledge that there may not be an adequate remedy for a breach by Client of the express limitations on access and use of the Software as set forth in this Agreement, and accordingly the Parties acknowledge and agree that in such case the non-breaching party shall be entitled, in addition to all other remedies that may be available under this Agreement or otherwise, to seek injunctive relief to prevent the continuation of any such breach.

8. DATA

• 8.1. Data. All Data generated before, during or after the Subscription Period that is stored on Quore's servers and/or on servers operated, used or maintained by Quore shall remain available to Quore. During the Subscription Period, Quore shall allow electronic access to the Data to Client as provided in the normal operation and functionality of the Software.
• 8.2. Data Loss. During the course of this Agreement, Data may be generated by Client and stored on one or more Data storage servers or other memory devices operated by a third-party provider at Quore's discretion. Due to events outside of Quore's control, some or all of the Data may become damaged or destroyed. Quore shall not be liable for any such damage or destruction of Data, and such loss or damage shall not be a breach of this Agreement.
• 8.3. Data Backup. Quore shall provide off-server backup of Data at a data storage location of Quore's choosing. Data backup shall take place at intervals of no less than once every 24 hour period.
• 8.4. Data Recovery. In the event that any Data is lost or damaged during the Subscription Period by no fault of Client, Quore may make available to Client the most recent available Data backup directory for recovery of the Client Data. Client shall be responsible for all costs associated with recovery of lost Client Data.
• 8.5. Right to Copy, Use and Manipulate Data. Quore shall have unlimited and unrestricted rights to make copies of and to use all Data uploaded by Client or otherwise created or stored by Client on Quore's servers and/or on servers operated, used or maintained by Quore as required to allow operation of the Software. Quore may use all Data and associated information created or stored by Client on Quore's servers and/or on servers operated, used or maintained by Quore, with the exception of uploaded Client documents or forms, to compile statistical information related to use, reliability, efficiency and/or cost of products or services used in the hospitality industry for purposes of developing reports to be supplied to customers for budgeting and planning purposes or to manufacturers for quality assessment, provided the Data and statistics shall only be reported in a generic fashion and without identifying the Client.
• 8.6. Post-Subscription Data Retrieval. In the event that Client seeks access to stored Data after the Subscription Period ends, Quore shall make such Data or access to such Data available for purchase up to ninety (90) days after the Subscription Period ends. Quore is under no obligation to provide any Data or access to any Data to Client at any time beyond ninety (90) days after the end of the Subscription Period.
  • 8.6.a. Data Retrieval Fees. Quore may charge a fee for providing Data or access to Data to Client after the Subscription Period ends. Data, or access to Data, provided by Quore after the Subscription Period ends may be provided in any format to be chosen by Quore, including in a native digital format or a paper format, or a combination thereof. In the event documents or Data are provided in paper format, the cost to Client shall be no less than twenty (20) cents per page. Quore is under no obligation to reformat retrieved Data from any native digital format.
• 8.8. Data Reports. For an additional fee, and at Client's written request, Quore may prepare and distribute to Client paper or electronic reports of any Data uploaded or otherwise created or stored on Quore's servers and/or on servers operated, used or maintained by Quore, including Data uploaded or created by Client.
• 8.9. Client Uploaded Documents. Some modules of the Software may include an electronic document storage system that allows Client to upload existing documents to Quore's servers and/or on servers operated, used or maintained by Quore as part of the Subscription. Client shall own all such documents, and Client may remove such documents at Client's discretion. While such documents are stored on Quore's servers and/or on servers operated, used or maintained by Quore as part of the Subscription, Quore shall have access to the documents as required for providing operation of the Software. Quore may not duplicate such documents or share such documents with third parties or use such documents for any purpose other than for providing operation of the Software without Client's written authorization. If Client wishes to access, download, or delete such documents after a Subscription Period ends, Client must provide Quore with written notice seeking access to the document storage system. Quore shall provide such access upon receipt of a written request for a period of up to ninety (90) days after a Subscription Period ends.
• 8.10. Client Identification Data. Quore must obtain written authorization from Client before making any disclosure of Data that allows identification of Client that is stored on Quore's servers and/or on servers operated, used or maintained by Quore as part of the Subscription.

9. CUSTOMER SUPPORT

• 9.1. Remote Support. Quore shall provide remote support in the form of email, telephone and video conferencing, video tutorials, and/or instruction manuals to assist Client in implementation, operation and maintenance of the Software as reasonably necessary to provide Client the ability to access and use the Software. Remote support shall be included in the Engagement at no additional cost to Client. All documentation provided as part of remote support shall be treated as confidential information.
• 9.2. On-site Support. Quore may, at Quore's discretion and at Client's request, provide on-site support to Client in the form of an on-site meeting with one of Quore's agents or representatives to address technical problems associated with the access to and/or usage of the Software. On-site support services are not included in the Subscription Fee for each Hotel. All On-site support services will be invoiced separately by Quore.
  • 9.2.a. On-site Support Expenses. On-site support, if provided, will be subject to additional costs not included in the price of the Engagement. Reasonable and pre-approved travel and lodging expenses associated with on-site support incurred by Quore shall be paid by Client.
  • 9.2.b. On-site Maintenance Fee. Additionally, Quore may charge Client an on-site maintenance fee of up to $500 per day for every Quore employee or agent physically present during on-site support.
  • 9.2.c. On-site Support Invoices. All expenses associated with on-site support shall be sent to Client as a separate invoice, and all invoices received by Client associated with on-site support shall be paid within 30 days of receipt of the invoice.
• 9.3. Training. Quore may require as a prerequisite before providing any user access to the Software, or to any portion of the Software, that each user complete a training course administered by Quore. Such training may be referred to as Quore Academy™. Quore may deny access at any time to any user that has not satisfactorily completed all appropriate training course(s).
• 9.4 Upgrades. Quore will apply regular system patches and upgrades within 90 days of release to ensure the integrity of the system and/or data within the system. If a patch or upgrade is deemed urgent, it shall be applied as soon as possible but no later than 14 days after release.

10. HARDWARE DEVICES

• 10.1. Access on Hardware Devices. Quore agrees to provide access to the Software using a limited number of hardware devices such as mobile electronic devices manufactured by a third party, such as I-Pods and Android devices, for accessing and operating the Software during the Subscription Period.
• 10.2. Purchase and Ownership. Client shall purchase and retain ownership of the hardware devices. Quore is under no obligation to purchase or provide hardware devices under this Agreement.
• 10.3. No Warranty. Quore shall not be liable for any damages that may be incurred based on usage of the hardware devices by Client or by any other third parties.
• 10.4. Confidentiality. All confidentiality provisions of this Agreement shall apply to the portions of the Software that are configured for operation on or interoperability with the hardware devices.

11. WARRANTIES

• 11.1. Maintenance. Quore shall take reasonable efforts to provide and maintain access to the Software during the Subscription Period.
• 11.2. Third-Party Claims. Upon being notified of any third-party claim relating to violation of third-party rights, in addition to Client's rights and remedies provided elsewhere in this Agreement, Quore shall at its sole option use good faith efforts to provide for one of the following: (i) defend through litigation or obtain through negotiation the right of Client to continue using the Software; (ii) modify the Software so as to make it non-infringing while preserving the original functionality, or (iii) replace the Software with a functionally equivalent alternative. Client shall provide to Quore a copy of any such correspondence including such notice of any third-party claim based on Client's access or use of the Software within fourteen (14) days of Client's receipt of such notice.
• 11.3. Service Warranty. Quore warrants that (i) the services provided hereunder will be performed in a workmanlike manner, in conformity with the professional standards for comparable services in the industry, and in compliance with any specifications or other requirements of this Agreement, (ii) it will promptly remedy any nonconformance reported by Client, at no additional cost to Client, and (iii) it will use leading commercial software designed to detect software viruses and other undesirable components that could have an adverse effect on Client's use of the Software and will promptly take all reasonable steps to remove or neutralize any such components discovered.
• 11.4. Service Level. Quore warrants that Client shall have access to the Software and to Client's Data stored on Quore's servers or third-party servers used by Quore during the Subscription Period.
• 11.5. Errors in Software. Client shall submit an electronic Support Ticket using the Support Center module of the Software to Quore identifying any perceived errors, deficiencies or "bugs" in the Software ("Errors"). Quore shall undertake a reasonable investigation to determine whether such Errors exist, and Client shall provide all additional information requested by Quore necessary to diagnose the Errors.

(i) Upon receipt of an electronic Support Ticket from Client identifying the Errors, and upon receipt of such additional information as Quore may reasonably request in order to analyze the Errors, Quore shall use its diligent commercial efforts and reasonable care to resolve the Errors, in accordance with generally accepted industry standards and practices.

(ii) Quore is not obligated to address Errors to the extent reasonably found by Quore, to be caused by (A) Client's negligence or intentional misconduct; (B) a modification to the Software, or the hardware on which the Software is installed, by Client; (C) improper or unauthorized use of the Software; (D) use of the Software in a manner for which it was not designed; or (E) causes external to the Software such as, but not limited to, power failure or electric power surges.

(iii) The obligation to address Errors provided in this Section 11.6 shall be in addition to and not in limitation of any other warranties hereunder.

EXCEPT AS PROVIDED IN THIS SECTION 11, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY DISCLAIMED. QUORE DOES NOT WARRANT THAT THE SOFTWARE OR HARDWARE WILL MEET CLIENT'S REQUIREMENTS OR THAT THE SOFTWARE WILL OPERATE IN COMBINATION WITH ANY OTHER SOFTWARE OR PROGRAMS SUPPLIED BY CLIENT OR ANY THIRD PARTY.

12. DATA

• 12.1. User Generated Content. In the event that Client uploads or causes to be created, copied or stored on any of Quore's servers or data storage devices, or any servers or data storage devices maintained, used or operated by Quore, any Data in a manner that violates or that itself violates any state or federal law or that violates any third-party rights, Client shall fully indemnify Quore in any legal action against Quore by any third party, including the payment of attorney fees for defending the action. In exchange for being provided access to the Software, Client agrees that it will not upload, create or cause to be stored on any of Quore's servers or data storage devices, or any servers or data storage devices maintained, used or operated by Quore, any Data or other content that violates any state or federal law or that violates any third party rights.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be entered into as of the Effective Date first set out above by themselves or their duly authorized representatives.

EXHIBIT A - HOTEL LIST

[[HOTEL NAME]]

• Signature: [[CONTACT NAME]]
• Name: [[CONTACT NAME]]
• Title: [[CONTACT TITLE]]
• Date: [[CONTRACT DATE]]