Terms and Conditions

v.Dec.19.2025 

These Terms and Conditions (“Terms”) govern the relationship between Duetto Research Inc. (“Duetto”) and the company or other legal entity (“Customer”) that has executed an Order Form (as defined below). These Terms take effect on the Effective Date (as defined below).

Duetto may update these Terms from time to time at its sole discretion by posting a revised version at www.duettocloud.com/terms-and-conditions, which shall become effective upon posting. If material changes are made, Duetto will use commercially reasonable efforts to notify Customer by email or through the Services. Customer’s continued use of the Services (as defined below) after such notice or posting to Duetto’s website constitutes acceptance of the updated Terms.

Customer and Duetto are each referred to as a “Party” and collectively as the “Parties”.

1. Definitions 

The terms set forth below shall have the meanings ascribed to them below. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Agreement.

“Addendum” a written document executed by the Parties that references this Agreement and modifies or supplements its terms.

“Affiliate” means, with respect to a Party, any entity or person that directly or indirectly controls, is controlled by, or is under common control with that Party or any person that operates under Customer’s brand. All references to “Customer” herein shall be deemed to mean Customer’s Affiliates.

“Aggregated Data” means data or information derived from Customer Data or usage of the Services that has been de-identified and combined with similar data from other customers or sources such that it no longer identifies Customer, any individual, or any specific end user.

“Agreement” means these Terms and all Order Forms and Addenda.

“Applicable Laws” means all laws, rules, regulations, ordinances, and other binding requirements of any governmental authority applicable to a Party’s performance hereunder or the conduct of its business.

“Confidential Information” means any information of a confidential or proprietary nature provided by a Party to the other Party hereunder including (i) attorney-client privileged materials, attorney work product, rates and pricing, strategic plans, product information, research & development, account information, research information, information that contains trade secrets, financial/accounting information, human resources/personnel information, benefits-related information, payroll information, marketing/sales information, contact information, information regarding businesses, plans, operations, mergers, acquisitions, divestitures, third party contracts, licenses, internal or external audits, law suits, arbitrations, mediations, regulatory compliance or other information, (ii) Customer Data, (iii) third party information; (v) Duetto Data; and (vi) information treated or defined as confidential under Applicable Laws.

“Configuration Data” means the system settings and structural elements that define how a Property’s revenue management environment is organized and operates. This includes room types, rate plans, segmentation frameworks, restrictions, mappings, and other setup parameters that govern system behavior and future data generation.

“Consulting Services” means the training, consulting, and advanced support services Duetto will provide Customer as set forth in an Addendum.

“Control” means the power to direct the management or policies of an entity.

“Customer Data” means (a) Property Reservation Data provided by or on behalf of Customer to Duetto and (b) Property Shopping Data collected by Duetto in accordance with this Agreement.

“Duetto Data” means the Services, all data, information, know-how, methodologies, system-generated data, usage data, analytics, Aggregated Data, and other content that is created, developed, collected, or provided by Duetto in connection with the operation of the Services, excluding Customer Data.

“Duetto Services” means Duetto’s proprietary, cloud-based, revenue strategy software and related tools, features, techniques, and methodologies made available to Customer pursuant to an Order Form.

“Effective Date” means the date of the last signature on the applicable Order Form.

“Fees” means the Implementation Fees, Subscription Fees, and any other fees stated in an Order Form or Addendum.

“Historic Data” means any data generated for a Property under Customer’s operational control or contractual ownership prior to the Property’s transition to a new brand, owner, operator, management company or other entity, including bookings, stays, revenue figures, and related performance or segmentation attributes derived from past transactions. Historic Data does not include Configuration Data.

“Implementation Fees” means all fees for implementation including property management system migration, central reservation system integration, and other one-time fees.

“Order Form” means any document or schedule executed by both Parties that references this Agreement and specifies the applicable commercial terms for the Services, including the Fees and Subscription Term.

“Personally Identifiable Information” or “PII” means information that identifies, relates to, describes or can reasonably be linked to an individual, whether alone or in combination with other data.

“Property” and “Properties” each mean any physical lodging or hotel property managed, operated, owned, or controlled by Customer.

“Property Reservation Data” means data relating to hotel reservations, blocks, rates, availability, inventory, and profiles of a Property required for the operation of the Duetto Services. This includes reservation-level details such as confirmation number, check-in and check-out days, rate code, market code, source code, customer segment, rate amount, property identification, number of rooms, room number, room type, creation date, update date, cancellation date, reservation status, room revenue, net total room revenue, as well as any other data mutually agreed upon by the Parties.

“Property Shopping Data” means data generated by Duetto’s monitoring tools from customer interactions with the Property’s websites, including searches, click streams, form inputs, hotel query information, query results, the confirmation page, and any other data mutually agreed upon by the Parties. It may also include similar data from reservation systems, channel management systems, global distribution systems, and other sources as mutually agreed upon by the Parties.

“Property Websites” means websites owned, operated, or maintained by Customer, including those that provide online booking functionality for Properties.

“Services” means the Duetto Services and Consulting Services.

“Subscription Fees” means the recurring fees payable by Customer to Duetto for access to and use of the Duetto Services during the applicable Subscription Term, as set forth in an Order Form.

“Subscription Start Date” means the Effective Date of the applicable Order Form.

“Subscription Term” has the meaning stated in Section 10.2.

“Users” means individuals or entities authorized by Customer to use the Duetto Services, and who have been supplied user identifications and passwords by Customer (or by Duetto, at Customer’s request).

2. Access to and Use of Services 

2.1 Duetto Services. Subject to this Agreement, Duetto grants Customer for the Subscription Term a non-exclusive, non-transferable, non-sublicensable and revocable subscription right to access and use the Duetto Services, solely for Customer’s internal business purposes.

2.2 Restrictions. Customer and Users shall not: (a) provide access to the Duetto Services to any third party (including Duetto’s competitors), including by selling, reselling, renting, leasing, or time-sharing, or offering a service bureau; (b) attempt unauthorized access to the Duetto Services or Duetto’s systems or networks; (c) modify, copy, disassemble, decompile, reverse engineer or create derivative works, or attempt to discover the source code of the Duetto Services; (d) use the Services in violation of any Applicable Laws, including anti-trust laws; or (e) use the Services in any manner other than as expressly permitted herein. Duetto may monitor use of the Duetto Services to ensure compliance with this Agreement. Duetto may suspend access immediately if Customer’s use, in Duetto’s judgment, threatens the security, integrity, or availability of its services.

2.3 Performance Standards. Duetto will provide the Duetto Services in accordance with the standards set forth in Exhibit A. 

2.4 Consulting Services. If the Parties execute an Addendum, Duetto will provide the Consulting Services described therein. 

2.5 Customer Affiliates. Any Customer Affiliate may enter into an Order Form or Addendum under this Agreement. All references to “Customer” herein shall include any Affiliate (and such Affiliate’s Users) who signs an Order Form or Addendum.

2.6 Franchisee Participation. Customer may authorize its franchisees, licensees, or managed hotel  properties operating under Customer’s brand (each, a “Franchisee”) to procure Services by entering into one or more Order Forms with Duetto. Each such Order Form shall be governed by and incorporate the terms of this Agreement. Customer shall remain primarily responsible for all payment and performance obligations of each Franchisee under its respective Order Form, and Duetto may look to Customer for satisfaction of any such obligations. For clarity, each Franchisee’s rights to use the Services are limited to those expressly set forth in its applicable Order Form, and no Franchisee shall acquire any rights in or to the Services beyond such scope. Duetto may rely on Customer’s authorization as sufficient evidence of a Franchisee’s authority to contract under this Agreement. 

2.7 Customer Responsibilities. Customer will (i) provide Duetto with reasonable access to Customer Data as necessary for Duetto to perform its obligations; (ii) ensure all Users comply with this Agreement and indemnify Duetto for their acts and omissions; (iii) ensure that Property Reservation Data is accurate,  lawfully obtained, and free from malicious code; (iv) maintain safeguards to prevent unauthorized access or use of the Services, and promptly notify Duetto of any such incidents; (v) promptly inform Duetto of any changes to the room count at Properties covered by an Order Form; (vi) reimburse Duetto’s reasonable travel expenses for onsite meetings requested by Customer; and (vii) if onsite Services are required and subject to availability, provide Duetto personnel with lodging, meals (excluding alcohol), and meeting space at no cost. Customer is solely responsible for its Users’ actions relating to the Services, and any User breach shall be deemed a breach by Customer. Customer must implement and maintain appropriate administrative, physical, and technical safeguards to protect the security and integrity of the Services and Customer Data. 

2.8 Feedback. Customer grants Duetto a non-exclusive, irrevocable, worldwide, royalty-free, fully  paid up, worldwide, perpetual license to use and incorporate into its products and services any feedback or suggestions provided by Customer or its Users, without obligation or attribution.  

2.9 Right to Modify Services. Duetto reserves the right, in its sole discretion, to modify, update,  upgrade, or otherwise change the features, functionality, and components of the Duetto Services (including the user interface, APIs, and underlying software) from time to time. Duetto will ensure that any such modification, update or upgrade does not result in a material degradation of the core  functionality of the Duetto Services.

3. Access to Data

3.1 Property Reservation Data. To allow Duetto to provide the Services with respect to any Property, Customer will provide Duetto with applicable Property Reservation Data in a mutually agreed upon format.

3.2 Property Shopping Data. Duetto may collect Property Shopping Data using proprietary tools, deployed on Property Websites. Customer will reasonably cooperate with deployment of such tools but may remove Duetto’s tools at any time in its sole discretion. Fees remain payable irrespective of whether such collection is implemented or included in the Services. Duetto retains all rights in the data collection tools and any related enhancements or derivative works thereof.

3.3 Personally Identifiable Information. Customer acknowledges and agrees that, except as expressly identified by Duetto in connection with specific Services, use of the Services does not require Customer to provide any PII. For those Services that do not require PII, Customer shall not (and shall ensure that its representatives and users do not) upload, provide, or submit any PII to the Services, and Duetto shall have no responsibility or liability with respect to any PII so submitted in violation of this Section.  If Customer orders or uses any Duetto Service that requires the processing of PII, the parties shall execute a data processing agreement (“DPA”) governing such processing, and Customer shall only provide PII as necessary for the use of such Service. Duetto may upon notice suspend all or any portion of Customer’s or its users’ access to the Services if Duetto has a good faith belief that Customer or its users have breached the restrictions in this Section.

3.4 Responsibility and Limitations. Duetto will not be responsible for backing up Customer Data unless otherwise agreed in writing. Duetto will not be liable for any loss, destruction, alteration, unauthorized disclosure, or corruption of Customer Data, except to the extent caused by Duetto’s gross negligence or willful misconduct.

3.5 Technical Safeguards. Duetto will implement and maintain administrative, physical, and technical safeguards consistent with industry standards to protect Personally Identifiable Information provided by Customer in Duetto’s possession from unauthorized access or disclosure.

3.6 Data Continuity. Duetto may access, transfer, and migrate both Historic Data and Configuration Data related to any Property following a change in ownership or management of such Property, without requiring further consent from Customer, any successor owner, or other third party, as necessary to preserve data integrity, ensure continuity of the Services, and for any other purpose allowed under this Agreement.

4. Proprietary Rights 

4.1 Duetto’s Intellectual Property Rights. As between Duetto and Customer, Duetto is the sole and exclusive owner and shall retain all right, title, and interest in and to the Duetto Data and Services, including all software, technology, tools, algorithms, data models, analytics, documentation, enhancements, derivatives, generated in connection with the Services. This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Services or Duetto Data. Except for the limited subscription rights expressly granted in Section 2.1, no rights are granted to Customer under this Agreement by implication, estoppel, or otherwise. All rights not expressly granted under this Agreement are reserved by Duetto. All rights, title and interest in or to any copyright, trademark, service mark, trade secret, patents, and other proprietary rights relating to the Duetto Data and Services and the related logos, product names, etc., are reserved and all rights not expressly granted are reserved by Duetto.

4.2 Ownership of Customer Data. As between Duetto and Customer, Customer owns all right, title, and interest in and to Customer Data. Customer grants Duetto a non-exclusive, perpetual, royalty-free, fully paid up, worldwide, irrevocable license to: (i) during the term of this Agreement, use Customer Data to provide the Services, (ii) both during and after the term of this Agreement, use as a part of Aggregated Data, and (iii) use Configuration Data, Customer Data, and Historic Data, including after a change in ownership or management of such Property, without the need for further consent from Customer, any successor owner, or other third party, to maintain the integrity of Duetto’s Services and for the purposes set forth in (i) and (ii). Duetto shall have no liability for any loss, destruction, alteration, unauthorized disclosure, or corruption of Company Data except to the extent caused solely by Duetto’s gross negligence or willful misconduct. Company acknowledges and agrees that Duetto is not responsible for backing up Company Data unless expressly agreed in writing.

5. Confidentiality 

5.1 Confidentiality Obligations. Each Party agrees to use the other’s Confidential Information only as necessary to perform its obligations hereunder or as expressly permitted herein, shall not otherwise disclose the Confidential Information to any third party, and shall protect the confidentiality of the disclosing Party’s Confidential Information with the same standard of care as such receiving Party uses or would use to protect its own Confidential Information, but in no event shall the receiving Party use less than a reasonable standard of care prevailing in the receiving Party’s industry. Notwithstanding the foregoing, a Party may share the other Party’s Confidential Information with those of its employees, agents and representatives who have a need to know such information and who are bound by confidentiality obligations at least as restrictive as those contained herein (each, a “Representative”). Each Party shall be responsible for any breach of confidentiality by any of its Representatives. For the avoidance of doubt, Confidential Information does not include information which is (i) already known by the receiving Party without an obligation of confidentiality other than pursuant to this Agreement; (ii) publicly known or becomes publicly known through no unauthorized act of the receiving Party; (iii) rightfully received from a third party without a confidentiality obligation to the disclosing Party; or (iv) independently developed without access to the disclosing Party’s Confidential Information.

5.2 Additional Exclusions. A Party may disclose the other’s Confidential Information if required by law, subpoena, or court order, but prior to such disclosure it must promptly notify the other Party (unless legally prohibited) to allow an opportunity to seek a protective order or limit the disclosure. If no protective relief is obtained, the disclosing Party will only share the portion of Confidential Information its counsel advises is legally required and will use reasonable efforts to ensure it remains confidential.

6. Fees and Billing 

6.1 Fees. Customer’s access to and use of the Services is subject to Customer’s payment of the applicable Fees. If the Subscription Term is for multiple years, the specified Subscription Fees are due in advance in each year of the Order Form, or as otherwise specified on the Order Form. Subscription Fees are fixed for the initial Subscription Term of the applicable Order Form.  For each Renewal Term (defined in Section 10.2), Duetto may increase these fees, provided that no annual increase will exceed ten percent (10%) of the fees charged in the immediately preceding year. Notwithstanding anything contained herein to the contrary, Consulting Services shall be provided at the then-current rates. All Fees are non-refundable, noncancellable, and not subject to set-off.

6.2 Billing and Payment Terms. Unless otherwise stated in the applicable Order Form or Addendum, Duetto will invoice Customer annually in advance for Fees and other recurring charges, and Customer shall pay all invoiced amounts within thirty (30) days of the invoice date in U.S. Dollars (or the currency stated on the relevant Order Form). Failure to make timely payments is a material breach of this Agreement and Duetto may suspend its performance obligations in accordance with the provisions of Section 6.3. Late payments may accrue interest at the maximum rate permitted by Applicable Law. All Fees are exclusive of applicable taxes, which shall be borne by Customer, excluding taxes based on Duetto’s income and any withholding taxes imposed on payments made by Customer to Duetto.

Suspension. In the event Customer is in breach of this Agreement and fails to cure such breach within ten (10) days of being notified of such breach (email being sufficient), Duetto (i) may suspend access to the Services to any Property, and/or (ii) accelerate unpaid Fees so that all such obligations become immediately due and payable. To the extent Duetto suspends access for non-payment (A) Customer remains responsible for all Fees, including for Services to which Customer continues to have access, if any; and (B) Customer will not be entitled to any compensation or credits for any period of suspension, unless the suspension was due to Duetto’s error or omission. Duetto will not commence providing the Services, including any implementation work, until payment in full on the initial invoice is received.

7. Representations and Warranties 

7.1 Mutual Representations and Warranties. Each Party represents and warrants that (i) it is duly organized, validly existing and has full corporate power and authority to enter into this Agreement; (ii) the person signing for a Party is authorized to bind the Party; and (iii) it will perform its obligations in compliance with Applicable Laws.

7.2 Warranties by Customer. Customer represents and warrants that Customer Data and the provision of Customer Data to Duetto hereunder does not and will not infringe any privacy, publicity, intellectual property or other right of any third party, or violate Customer’s privacy policies or any applicable law, rule or regulation, and that Customer has the right to provide Duetto with Customer Data for the purposes specified herein.

7.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, DUETTO DISCLAIMS ALL WARRANTIES. DUETTO DOES NOT GUARANTEE UNINTERRUPTED OR ERROR-FREE SERVICE, OR THAT THE SERVICES WILL MEET CUSTOMER’S EXPECTATIONS. CUSTOMER ACKNOWLEDGES THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. DUETTO IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

8. Indemnification 

8.1 By Duetto. Duetto will indemnify, defend, and hold harmless Customer, and the respective officers, directors, and employees (collectively, “Customer Indemnified Parties”) against a third-party claim alleging the Services infringe any United States patent or copyright. Duetto will pay any settlement, or any damages finally awarded against any Customer Indemnified Parties by a court of competent jurisdiction resulting from such claim; provided Customer has complied with the indemnification procedures set forth in Section 8.3. If Customer’s right to use the Duetto Services hereunder is, or in Duetto’s opinion is likely to be, enjoined as the result of a claim, then Duetto may, at Duetto’s sole option and expense: (a) procure for Customer continued use of the Duetto Services; (b) replace or modify the Duetto Services to be non-infringing; or (c) terminate the Agreement and provide a pro-rata refund equal to the unused portion of any pre-paid Subscription Fees.. Duetto shall have no indemnification obligations if a Claim arises from: (w) Customer’s unauthorized use of the Duetto Services; (x) any alteration or modification of the Duetto Services; (y) the combination of the Duetto Services with any other software, product or services; or (z) where the Claim arises out of specifications provided by Customer or any Customer Data. This Section sets forth Duetto’s sole and exclusive liability, and Customer’s exclusive remedies, for any Claim of infringement or misappropriation of intellectual property.

8.2 By Customer. Customer will indemnify, defend and hold harmless Duetto and Duetto’s Affiliates and any owner, director, member, officer, and employees, (together, the “Indemnitees”) against, any Claim and Customer shall pay any settlement of and any damages finally awarded against any Indemnitee by a court of competent jurisdiction as a result of any Claim: (i) any breach by Customer, its Affiliates or any User of any obligations hereunder; (ii) Customer Data; and (iii) any allegation that any Customer Data infringes any intellectual property or other right of a third party or violates any Applicable Laws; provided, in each case, subject to the indemnification procedures set forth in Section 8.3. Customer’s indemnification obligations shall apply regardless of whether the Claim arises from the actions or omissions of Customer, Users, or any third party acting on Customer’s behalf. Customer shall reimburse Duetto for all reasonable attorneys’ fees and costs incurred in connection with enforcing this Section.

8.3 Procedure. In connection with any Claim subject to indemnification under this Section, the indemnified Party shall: (i) promptly notify the indemnifying Party in writing; (ii) allow the indemnifying Party sole control of the defense and settlement of the Claim (provided that no settlement may impose liability or restrictions on the indemnified Party without its consent); and (iii) provide reasonable assistance at the indemnifying Party’s expense.

9. Limitations of Liability 

9.1 Exclusion of Damages. Except for indemnification obligations and damages resulting from a Party’s gross negligence or willful misconduct, neither Party will be liable for any indirect, incidental, special, exemplary or consequential damages, including loss of profits, loss of savings, loss of data, or loss of goodwill, arising out of or related to this Agreement even if the other Party has been notified of the possibility or likelihood of such damages or costs occurring and whether such liability is based on contract, tort, negligence, strict liability, products liability or otherwise. This exclusion of damages is independent of Customer’s exclusive remedy in Section 8.1, and it survives even if the exclusive remedy fails of its essential purpose or is otherwise deemed unenforceable.

9.2 Limitation. Duetto’s total cumulative liability arising from or related to this Agreement will not exceed the Fees paid by Customer for the Services under the applicable Order Form or Addendum in the twelve (12) months preceding the event giving rise to the claim. This limitation applies regardless of the number of claims and will be Customer’s exclusive remedy. Duetto shall not be liable for any damages arising out of or related to: (a) Customer’s failure to comply with its obligations under this Agreement; (b) any unauthorized access to or use of the Services or Customer Data by Customer, its Users, or any third party; or (c) any third-party products or services used in connection with the Services.

10. Term and Termination 

10.1 Term of Agreement. This Agreement begins on the Effective Date of the first Order Form between the Parties and continues until the expiration of the Subscription Term of the last outstanding Order Form.

10.2 Term and Renewal of Order Forms. Each subscription for Duetto Services begins on the Subscription Start Date and continues for the duration set forth in the applicable Order Form, regardless of when Customer first accesses or uses the Duetto Services (the “Subscription Term”).  The Order Form will automatically renew for successive 12-month terms (each, a “Renewal Term”), unless either Party provides written notice of non-renewal at least 30 days before the end of the then current Subscription Term. For each Renewal Term, any Subscription Fees that are based on Customer’s room count will reflect the Customer’s total number of rooms as of the start of that Renewal Term for the applicable Order Form.

10.3 Termination. Either Party may terminate this Agreement or an Order Form if the other Party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after written notice of the same. Either Party may terminate this Agreement immediately upon written notice to the other Party if such other Party becomes insolvent, files for bankruptcy, or ceases to do business in the ordinary course. The termination of this Agreement shall automatically result in the termination of any and all Order Forms and Addenda.

10.4 Effect of Termination. Upon expiration or termination of this Agreement: (i) all rights granted to the Customer hereunder terminate; (ii) Customer’s unpaid payment obligations under this Agreement become immediately due and payable; (iii) Customer will pay, within thirty (30) days after the effective date of termination for Consulting Services (if any) performed prior to the termination date and related expenses; (iv) within thirty (30) days after such expiration or termination, each Party must destroy all Confidential Information of the other Party in its possession at the time of expiration or termination and shall not make or retain any copies of such Confidential Information except as required to comply with Applicable Laws or any accounting record keeping procedure or process such Party has implemented in the normal course of its business; provided, however, that Duetto may retain Customer Data for use as expressly set forth herein; and (v) Customer shall destroy immediately all source or other programming code used or otherwise deployed in connection with provision of the Services or transfer of Customer Data.

10.5 Survival. Sections that by their nature should survive expiration or termination shall do so, including without limitation Sections 1, 3-6, 8-11.

11. Miscellaneous Provisions 

11.1 Export Compliance. Each Party represents that it is not named on any U.S. government denied-Party list. Customer shall not permit Users to access or use any Service in a U.S. embargoed country  or in violation of any U.S. export law or regulation.

11.2 Assignment. Neither Party may assign this Agreement, in whole or in part, without the prior written consent of the other Party, except in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section shall be void. This Agreement shall bind and inure to the benefit of the Parties and their permitted successors and assigns. Notwithstanding the foregoing, Duetto may use any Affiliate, subcontractor, or subprocessor to support delivery of the Services provided that Duetto remains liable for any breach of this Agreement by such parties.

11.3 Anti-Corruption. Customer agrees that Customer has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Duetto’s employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the foregoing restriction. If Customer learns of any violation of this Section, Customer will use reasonable efforts to notify Duetto.

11.4 Dispute Resolution. This Agreement is governed by the laws of the State of California and applicable U.S. federal law, excluding conflict of law rules and international conventions. Any dispute arising from this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in San Francisco, California (and the Parties hereby consent to jurisdiction and venue in the U.S. federal courts located in the Northern District of California). Either Party may seek injunctive or equitable relief in any court of competent jurisdiction. The prevailing Party in any dispute will be entitled to recover reasonable attorneys’ fees and costs.

11.5 Entirety. This Agreement comprises the entire agreement between Duetto and Customer and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the Parties regarding the subject matter contained herein. In the event of any conflict between this Agreement and the relevant Order Form or Addendum, the Order Form or Addendum shall govern. No text or information set forth on any other purchase order, preprinted form or document shall add to or vary the terms and conditions of this Agreement. Customer agrees that Customer’s purchase of Services is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written comments made by Duetto with respect to future functionality or features.

11.6 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.

11.7 Relationship. No joint venture, partnership, employment, or agency relationship exists between Duetto and Customer as a result of the Agreement or use of the Services.

11.8 Waiver. The failure of a Party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision.

11.9 Amendment. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.

11.10 No Third Party Beneficiaries. Nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of this Agreement.

11.11 Notices. All notices under this Agreement shall be in writing and delivered by email with confirmed receipt, courier, or certified mail. Notices are effective upon receipt.

If to Duetto:  Attn: General Counsel, 333 Bush Street, 4^th Floor, San Francisco, CA 94104 - legal@duettoresearch.com.

If to Customer: The contact information set forth on the applicable Order Form.

11.12 Force Majeure. Neither Party shall be liable for failure or delay in performance due to acts beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, power outages, internet failures, or government restrictions. The affected Party must notify the other and use reasonable efforts to resume performance.

11.13 Governing Language. This Agreement is entered into in the English language, which shall be the controlling language for all purposes. Any translation is for convenience only.

[End of Terms]

Exhibit A 

Performance Standards

I. Scope of Support 

This Exhibit A documents the standard that Duetto provides for delivery of the Duetto Services including levels of service and communication methods to Users.

II. Duetto Services Site Availability 

The website where Duetto provides access to the Duetto Services (“Site”) will be made available to Customer twenty-four hours a day, seven days a week less (i) scheduled network, hardware or service maintenance of which Duetto will provide the Customer at least three (3) business days prior written notice; (ii) downtime caused by the acts or omissions of Customer or Customer's employees, agents, contractors, or vendors, or anyone gaining access to the Site by means of Customer's or Eligible Users’ passwords or equipment; (iii) failures or malfunctions of any equipment or services provided directly or indirectly by Customer; (iv) a failure of the Internet, power outages, natural disasters, or data communication failures; or (v) the occurrence of any event that is beyond Duetto’s reasonable control (collectively, the “Excusable Downtime”). Duetto guarantees that the Site will be available to Customer at least 99.9% of the time during each month, excluding Excusable Downtime ("Uptime Commitment"). Compliance with the Uptime Commitment and calculation of Outages (as defined below) will be measured on a calendar month basis. The Uptime Commitment percentage will be calculated by dividing the total number of minutes in which there were no Outages during an applicable month (excluding Excusable Downtime) by the total number of actual minutes in that month (excluding Excusable Downtime) and then multiplying that amount by 100 (“Actual Uptime”). “Outage” means any Problem Severity Level 1 incident that is not resolved within the target resolution time set forth below and is measured from the time the incident is reported in accordance with this Exhibit A until access to the Duetto Services is restored.

Notices will be communicated via the Duetto-announce email list described in Section III of this Exhibit A. If Duetto fails to satisfy the Uptime Commitment during any month, then Duetto will issue a credit to Customer’s account equal to the percentage of the monthly Subscription Fees for the month in which the failure occurs corresponding with the Actual Uptime for that month. The applicable monthly Subscription Fees will be one twelfth (1/12) of the annual Subscription Fees and the percentages are as follows:

Any credit issued under this Exhibit A may be applied to future Subscription Fees owed by Customer, but in no event will Duetto be required to issue a refund for any unused credits. All credits must be used within 12 months. Customer acknowledges and agrees that the foregoing credit will be its sole and exclusive remedy for any failure by Duetto to meet or comply with the Uptime Commitment in this Section, including any service interruptions, outages, or performance issues, and Duetto shall have no further liability to Customer in connection therewith.

Duetto will exercise reasonable commercial efforts to provide external third-party data sets to the extent ordered as part of the Duetto Services, such as competitor rate shops, air data, weather data, reputation data, etc. (“External Data”). Customer acknowledges the supply of External Data may be suspended from time to time due to scheduled or unscheduled maintenance or factors beyond Duetto's control, and agrees any failure to deliver all or any part of External Data in such event or events shall not constitute a breach of the Agreement or trigger any right to a refund or reduction in current or prospective Fees owed.

III. Site Notifications 

Duetto maintains a Duetto-announce email list and uses that list to communicate notices about planned maintenance, Site outages, and other events. Customer will be added to that list based on the information on the first Order Form executed by Customer. If Customer would like to change its contact information, Customer must notify Duetto through the Duetto Resource Hub.

IV. Problem Severity and Response Time

a. Process for Problem Submission 

Customer must notify Duetto of Problems (defined below) by opening a new case on the Duetto Resource Hub.

Customer’s new case filing must include:

• • • • Customer name and Customer contact and contact information.
      • Detailed description of the Problem.
      • Customer’s proposed Problem Severity Level (based on the definitions set forth below).

 b. Response Time 

Duetto will use commercially reasonable efforts to respond to Problem notifications and target problem resolution based on the Problem Severity Level according to the following:

Level 1: Initial response within 60 minutes following Duetto’s receipt of notification. Target resolution is 1 business day after receipt of notification.

Level 2: Initial response within 4 hours following Duetto’s receipt of notification. Target resolution is 2 business days.

Level 3: Initial response within 1 business day following Duetto’s receipt of notification. Duetto will provide Customer a target resolution timeframe in its response.

Level 4: Initial response within 3 business days following receipt of notification. Duetto will provide Customer a target resolution timeframe in its response.

For notices submitted to Duetto outside of Duetto’s standard business hours, the notice will be deemed received and initial response and target resolution times will be measured starting at the beginning of Duetto’s next business day (e.g., a submission after hours on a Tuesday will be received Wednesday morning and submissions after close of business on Friday will be received Monday, unless Monday is a holiday).

c. Problem Definitions

1. Problem Severity Level 1: 

Major Business Impact – means a problem with the Site that prevents a majority of Duetto customers from accessing the Site.

2. Problem Severity Level 2: 

Significant Business Impact – means a problem with the Site that where Users can access the Site, but performance is significantly impaired and/or operation is considered severely limited and no workaround is available. The problem has one or more of the following characteristics:

• Internal software error, causing the Site to fail, but restart or recovery is possible.
• Severely degraded performance. 
• Essential functionality is unavailable, yet the Site can continue to operate in a restricted fashion.

3. Problem Severity Level 3: 

Minor Business Impact – means a problem that causes minimal loss of Site access or impaired performance. The impact of the problem is minor or an inconvenience, such as a manual workaround to restore functionality. The problem has one or more of the following characteristics:

• A software error for which there is a workaround. 
• Minimal performance degradation. 
• Software error requiring manual editing of administration settings, database query to correct a data inconsistency, or upload of CSV or XML files to work around a problem.

4. Problem Severity Level 4:  

No Business Impact – means a problem that causes no loss of Site access or impaired performance. The impact of the problem has one or more of the following characteristics:

• A software function for which there is a workaround. 
• Screen layout error. 

V. Customer Responsibilities 

In order for Duetto to provide the support services described in this Exhibit A Customer must:

• • Provide Duetto with documentation and information requested by Duetto in order to enable Duetto to reproduce Problem or incident; and
  • Provide Duetto with reasonable assistance, as may be requested.

VI. Support Exclusions 

Duetto will not be obligated to provide any of the following as part of support services under this Exhibit A:

• • Support for software or hardware other than the Duetto Services;
  • Onsite support services; or
  • Support for the Duetto Services if (a) the problem results from use with any hardware or software not provided by Duetto; or (b) resulting from any use not expressly authorized by Duetto.