General Terms and Conditions

THESE KG GENERAL TERMS AND CONDITIONS (THESE “TERMS”) ARE MADE AND ENTERED INTO BETWEEN THE KNOWLAND GROUP AND ANY PERSON OR ENTITY WHO IS A SUBSCRIBER TO A KNOWLAND PRODUCT OR SERVICE UNDER ANY KG SERVICE ORDER (“SUBSCRIBER”). THESE TERMS SHALL GOVERN SUBSCRIBER’S USE OF KNOWLAND’s PRODUCTS AND SERVICES PURCHASED UNDER ANY SUCH KG SERVICE ORDER (THE “SERVICES”). EACH OF KNOWLAND AND SUBSCRIBER MAY BE REFERRED TO HEREIN INDIVIDUALLY AS A “PARTY” OR COLLECTIVELY AS THE “PARTIES”. CAPITALIZED TERMS USED BUT NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE RESPECTIVE MEANINGS ASCRIBED TO SUCH TERMS IN THE APPLICABLE KG SERVICE ORDER.

1. DESCRIPTION OF SERVICE: If Subscriber is subscribing for any of the following Services under a KG Service Order, the relevant terms in this Section 1 shall apply to each such Service. A. Knowland READERS: Knowland will provide Subscriber access to a transcription of the information presented on certain days of the week on reader board or meeting room signage in the common areas of properties within Subscriber’s Comp List. This information will be available through the READERS online application and may also be delivered via html email to the Subscriber through Knowland’s “8AM Comp Set Reports” email communications (“8AM Comp Set Reports”). Knowland is not responsible for unsuccessful delivery of 8AM Comp Set Reports to Subscriber due to change in Subscriber email addresses or domains or Subscriber staff members, blockage due to Subscriber spam, malware, virus and/or any other filters and/or for any other technical reasons within Subscriber’s network or technical infrastructure, and/or for any other technical reason outside of Knowland’s reasonable control. It is Subscriber’s responsibility to update user information (including user names, correct email address (es) and/or 8 AM Comp Set Report delivery and/or configuration information) via the Add/Edit Users panel of the READERS online application. Knowland is unable to notify users if delivery of their 8 AM Comp Set Report(s) fail(s) is rejected, and/or “bounce back” for any reason. Email messages sent to the email address [8AM CSR (CompSetReport@Knowland.com)] will not be received by a Knowland representative and will not be responded to. Email inquiries should be sent to Info@Knowland.com. In addition to reader board information, internet research will be performed on all group information contained on the reader board reports. Knowland shall use its commercially reasonable best efforts to accurately transcribe the information contained on the daily reader board or meeting room signage posted in the public areas of Subscriber’s Comp List hotels on specified days but makes no representation or warranty as to the accuracy of the content or the information transcribed. Furthermore, Knowland makes no representation or warranty as to the accuracy of the internet research performed on information obtained from the reader boards or meeting room signage except that Knowland staff will conduct such research to the best of their ability. Internet research is defined as any and all research tasks done via a computer and an internet browser, through the use of search engines and other technologies, to determine the name and contact information of the group holding a specific event described on a hotel reader board or meeting room signage. If telephone verification or qualification is requested by Subscriber, Knowland researchers will contact the groups in question until, if possible, they are able to verify from a member of the group’s staff, the name and contact information of the meeting planner responsible for organizing a specific meeting. Knowland makes no representation or warranty as to the ability of its researchers to determine the actual meeting planner or the time entailed to complete a telephone verification or qualification request but shall attempt to the best of their abilities. B. Knowland INSIGHT: Knowland will provide access to the Knowland database of group events generated via reader board and meeting room signage reporting via the Knowland INSIGHT application. Knowland makes no representations or warranties as to the accuracy or completeness of the data provided, including, but not limited to, the amount and/or quality of group information, event information and/or event details, contact information, and/or address information, but shall ensure that staff engages in their commercially reasonable best effort to generate such information. Knowland makes no representations or warranties as to the accuracy, quality and/or completeness of satellite, mapping, address, longitude/latitude coordinates and/or distance details provided by any Google tools used in conjunction with Knowland Services and/or any other partners and/or vendors.

2. GROUP BOOKING SERVICES: Subscriber agrees to compensate Knowland at a rate of 10% on all revenue generated from room nights actualized as a result of business development activities carried out by Knowland commission based telesales staff, whether by ad hoc request or through the “Book this Group” feature on the READERS or INSIGHT online service. Subscriber shall identify groups for Knowland commission based telesales staff by clicking on the ‘Book this group’ feature. Commission payments are due in full within fifteen (15) days of room consumption. The initial fees as displayed within the Knowland READERS or INSIGHT Service will be added to current month’s Service charges and payment shall be due according to terms as defined in Section 9 (PAYMENT) of this Agreement. The provisions of this Section 2 shall survive any termination of the applicable KG Service Order.

3. PUBLIC ACCESS: In no event shall Knowland be liable for any nonperformance or delay in performance due wholly or partly to any cause not reasonably in its control or not avoidable by reasonable diligence, including, but not limited to, acts of God, acts of terrorism or war, labor disruptions, strikes, severe weather, delays or disruptions in transportation, unavailability of reader board information, inaccessibility of premises by Knowland staff for any reason including, without limitation, increased hotel security, harassment by hotel staff, construction, special events or other causes. Knowland will carry out its commercially reasonable best efforts to recruit and staff routes such that Subscriber’s Comp List hotel properties will be visited on predetermined collection days. Subscriber hereby agrees that Knowland and its employees and/or agents shall not be denied access to Subscriber’s premises to record reader board data.

4. CHANGE OF SERVICE: Knowland may increase any fees and other pricing quoted in the applicable KG Service Order once during any 12 month period during the term of such KG Service Order, provided that any such individual increase shall be no greater than 5%. Upon any such increase, Knowland shall deliver to Subscriber an invoice setting forth the additional amount Subscriber owes as a result of such increase and Customer shall pay such invoice in accordance with the terms of Section 9 (PAYMENT) below.

5. SERVER AVAILABILITY: In no event shall Knowland be liable for any damages caused by the inability of the Subscriber to access the Service as a result of network or server downtime, transmission problems or for any other reason. Knowland does not guarantee the uptime of any of the Services. The provisions of this Section 5 shall survive any termination of the applicable KG Service Order.

6. USE OF INFORMATION: Any display and/or printing of information obtained through the Service is intended only for use by the Subscriber. Subscriber may not reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of the Services or information obtained through the Service to anyone, without the express written consent of Knowland. Subscriber shall ONLY access the Knowland INSIGHT service via internet browsers from within the premises listed in the Sales Contact Information section above. Knowland reserves the right to limit Subscriber’s access to any of the Services upon notice to Subscriber if Knowland reasonably determines that such Subscriber has violated the terms and conditions of the Service Order or these Terms. Following such a suspension or termination, the parties shall reasonably cooperate with each other to assess whether a violation of the terms and conditions of the Service Order or these Terms has actually occurred and will reinstate such Subscriber’s access if the parties determine that Knowland’s original assessment was in error. Subscriber agrees not to use any information obtained through the Service for any unlawful or unauthorized purpose. The provisions of this Section 6 shall survive any termination of the applicable KG Service Order.

7. FORCE MAJEURE: BECAUSE OF THE POSSIBILITY OF HUMAN OR MECHANICAL ERROR BY KNOWLAND OR ITS LICENSORS, NEITHER KNOWLAND NOR ANY OF ITS LICENSORS GUARANTEE THE ACCURACY, ADEQUACY, COMPLETENESS, CURRENTNESS OR NONINFRINGEMENT OF THE SERVICE OR ANY INFORMATION ON THE SERVICE AND ARE NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS, FOR THE RESULTS OBTAINED FROM THE USE OF THE SERVICE OR SUCH INFORMATION, OR FOR DELAYS OR INTERRUPTIONS IN THE SERVICE. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE SERVICE OR ANY INFORMATION AVAILABLE THROUGH THE SERVICE. IN NO EVENT WILL EITHER PARTY, OR WITH RESPECT TO KNOWLAND, ANY OF ITS LICENSORS BE LIABLE FOR DAMAGES, DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL (INCLUDING LOST PROFITS) IN CONNECTION WITH THE USE OF THE SERVICE, EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. THE SOLE REMEDY OF THE SUBSCRIBER TO THE SERVICE IN THE EVENT OF A MATERIAL BREACH OF THE SERVICE ORDER OR THESE TERMS BY KNOWLAND SHALL BE TO TERMINATE THE AFFECTED SERVICE ORDER BY PROVIDING 30 DAYS WRITTEN NOTICE. IF SUCH BREACH REMAINS UNCURED AT THE EXPIRATION OF SUCH PERIOD, THE SUBSCIBER WILL OBTAIN A REFUND OF A PRO-RATA PORTION OF ANY PREPAID SUBSCRIPTION FEES BASED ON THE DATE OF TERMINATION. THE PROVISIONS OF THIS SECTION 7 WILL SURVIVE ANY TERMINATION OF THE APPLICABLE KG SERVICE ORDER.

8. FEES: Each Subscriber is responsible for all fees and other charges described in the KG Service Order or these Terms or otherwise incurred as a result of receiving the Service. Each Subscriber is responsible for sales, use or similar taxes relating to the use of the Service. The provisions of this Section 8 shall survive any termination of the applicable KG Service Order.

9. PAYMENT: Customer shall pay the Service fees specified on the relevant Service Order no later than fifteen (15) calendar days after the date of invoices. Any late payments are subject to accrue late charges at the rate of 5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower. Subscriber will be charged a fee of $25 for all returned checks. Knowland also may cease providing access to the Services or providing the Services without notice or an extended opportunity to cure if the payment of any fees or other amounts due hereunder are not made within fifteen (15) calendar days of the relevant due date for such fees or other amounts. Subscriber shall reimburse Knowland for all costs of collection, including reasonable attorney fees and expenses. The provisions of this Section 9 shall survive any termination of the applicable KG Service Order.

10. TERM: The Agreement commences on the Effective Date of the applicable Service Order and shall continue for the entire Term of Service. The “Term of Service” begins on the Start Date of the Service and extends for the term indicated on the applicable Service Order or, if not provided within the Service Order, for one (1) year beginning on the later of the Effective Date or Start Date of the applicable Service Order. The term of the Service Order shall be automatically renewed for additional one-year terms unless subscriber delivers to Knowland written notice of non-renewal at least 90 days prior to the to the anniversary date of the Agreement. Notwithstanding anything to the contrary contained herein, notice of non-renewal shall be written and shall be served personally or by certified or registered mail, return receipt requested, postage prepaid to Knowland. Under no circumstance shall notice of non-renewal be delivered via any manner other than as described above (including, but not limited to, email and/or telephone communication of any kind). Existing Knowland READERS Subscribers may subscribe to the Knowland INSIGHT Service by signing an addendum to their existing Knowland READERS service agreement. Such an addendum shall constitute a new agreement for both the Knowland READERS and Knowland INSIGHT services under all terms and conditions listed herein. The start date of Knowland INSIGHT Service shall become the anniversary date for Subscriber for both the Knowland READERS and Knowland INSIGHT services. Existing Knowland INSIGHT Subscribers may subscribe to the Knowland READERS Service by signing an addendum to their existing Knowland INSIGHT service agreement. Such an addendum shall constitute a new agreement for both the Knowland READERS and Knowland INSIGHT Services under all terms and conditions listed herein. The start date of Knowland READERS Service shall become the anniversary date for Subscriber for both the Knowland READERS and Knowland INSIGHT services. Existing Knowland READERS and/or Knowland INSIGHT Subscribers may contract for services other than Knowland READERS and/or Knowland INSIGHT services, and/or Knowland EBC and PBDs without affecting anniversary date and/or term of their Knowland READERS and/or Knowland INSIGHT services. Either Subscriber or Knowland may terminate this Agreement upon prior written notice to the other party hereto in the event of a material breach of the Service Order or these Terms by such other party that remains uncured for thirty (30) calendar days following written notice thereof by the terminating party. Failure by Subscriber to make any payment to Knowland under the Service Order or these Terms when due shall constitute a material breach. Upon a termination by Knowland for material breach by Subscriber all fees due under the Service Order or these Terms shall immediately become payable.

11.ASSIGNMENT: These Terms and Conditions shall not be assigned by Subscriber without the prior written consent of Knowland; except that Subscriber may assign its rights and delegate its obligations in cases in which the KG Service Order is also assigned to any Affiliate or in connection with a merger, acquisition or other transfer of all or substantially all of the business to which these Terms and Conditions relate, provided such assignee agrees in writing to be bound by the applicable Service Order and these Terms and Conditions. Knowland shall be provided with written notification within thirty (30) days of the assignment. The assignee shall be substituted for the assignor as the Subscriber and the assignor shall no longer be bound to the applicable Service Order and these Terms and Conditions as of the date the assignment is accepted by Knowland. These Terms and Conditions are binding and are enforceable by the Subscriber and their respective successors and assigns. Any attempted assignment in violation of this provision shall be null and void and the Subscriber’s obligations under the relevant KG Service Order shall continue. The provisions of this Section 11 shall survive any termination of the applicable KG Service Order.

12.AGREEMENT: The Service Order and these Terms are between Knowland™ and Subscriber. The applicable Service Order and these Terms, together, constitute the entire agreement between the Subscriber and Knowland with respect to the Services specified on such Service Order. This Agreement shall be governed in all respects in accordance with the laws of the United States of America and the state of Delaware. The courts sitting in the state of Delaware, Federal and State shall have exclusive jurisdiction of any dispute arising under the Service Order and these Terms. The provisions of this Section 12 shall survive any termination of the applicable KG Service Order.

13.SURVIVAL: EXCEPT AS OTHERWISE PROVIDED HEREIN, THESE TERMS SHALL TERMINATE UPON THE TERMINATION OR EXPIRATION OF THE SERVICE ORDER TO WHICH THEY RELATE.

14.NOTICE: Notice may be given by Knowland through the Service including, without limitation, via e-mail or posting for access under “Agreement” on the home page or by mail to the last address given by the Subscriber to Knowland. Notice by a Subscriber shall be given to Knowland by mail to The Knowland Group Inc. 18335 Coastal Hwy, Suite C, Lewes, DE 19958. Subject to Section 10 for notices of non-renewal to Knowland, all other notices shall be deemed given when posted on the Service or on the recipient’s e-mail or when received if sent by facsimile or mail.