The Travel Network:
Advertiser & Agency Agreement

General Terms

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1    Definitions & Interpretations

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1.1    Definitions

In this Agreement, unless otherwise states:

Ad Rates means the monthly fee payable by the Client for the provision of the Services as set out in the Key Terms or Order Form, including: 
(a)    Standard Ad Rates, being the standard monthly Ad Rates applicable to a relevant Cluster Selection at the relevant time; 
(b)    Commitment Term Ad Rates, being the discounted fixed rates payable during an elected Commitment Term; and 
(c)    Wholesale Tier Ad Rates, being the rates applicable where the Agency Client qualifies for a Wholesale Tier. 
Advertiser means the brand, business, or entity whose products or services are promoted through the advertising placements purchased under this Agreement, whether that Advertiser is the Client itself or a customer of the Client where the Client acts as a media agency.  
Agency Client means a Client that purchases the Services on behalf of one or more Advertisers. 
Aggregated Data means any data, metrics, statistics or information relating to the performance of the Client Material or use of the Platform that has been aggregated and/or anonymised so that it cannot reasonably identify any individual Guest, and includes impression counts, estimated audience segments, delivery reports and similar non-personal analytics. 
Agreement means this agreement and any Order Form executed by the Parties from time to time. 
Approval means any certificate, licence, consent, permit, approval or other requirement of any Authority having jurisdiction in connection with the activities contemplated by this Agreement.
Authority means any government, semi-governmental, statutory, administrative, fiscal or judicial body, department, commission, authority, tribunal, public or other person.
Business Day means a day on which banks are open for general banking business in Sydney, New South Wales, Australia, excluding Saturdays and Sundays.
Claim means any claim, loss, liability, damage, action, order, judgment, demand, cost and expense, including incidental, special or consequential loss or damage.
Client Material means any and all advertising, marketing, promotional or brand content supplied by or on behalf of the Advertiser (or the Client acting on its behalf), including without limitation artwork, designs, videos, images, slogans, finished advertisements, television commercials and all trade marks and trade names, brand names, trade symbols, logos, slogans or other Material intended for display through the Services.
Cluster means a bundle or grouping of Hotels designated by TTN for the purpose of offering advertising placements at a particular Ad Rate or audience profile.
Cluster Selection means the Cluster(s) selected by the Client and approved by TTN for the provision of the Services, as set out in the Key Terms, applicable Order Form, or otherwise agreed between the Parties from time to time.
Commencement Date means the date that the Client first signs-up, joins or uses the TTN service.
Confidential Information means:
(a)    the existence and contents of this Agreement, or any other instruments entered into or to be entered into in connection with this Agreement;
(b)    all information regarding the Provider's business or affairs, including business concepts, processes, methods, trade secrets, systems, know-how, devices, formulas, product specifications, marketing methods, prices, distributor lists, supplier lists, methods of operation, or other information, whether in oral, written, or electronic form;
(c)    all information disclosed by or on behalf of the Provider to the Recipient or its Representatives in connection with this Agreement;
(d)    information obtained by the Recipient in connection with this Agreement that, by its nature or the circumstances surrounding its disclosure, could reasonably be expected to be regarded as confidential to the Provider, any of its Related Bodies Corporate or any third party with whose consent or approval the Provider or any of its Related Bodies Corporate uses that information; and
information developed or created by the Recipient or its Representatives, either alone or in collaboration with the Provider or its Representatives, which is based on, derived from, which includes or refers to, any of the Confidential Information, whether or not provided, obtained, developed or created before or after the date of this Agreement, but does not include:
(i)    any information that is part of or becomes part of the public domain other than through a breach of this Agreement or an obligation of confidence owed to the Provider or any Related Body Corporate of the Provider;
(ii)    information that was already known to the Recipient at the time of disclosure by or on behalf of the Provider (unless such knowledge arises from a breach of this Agreement or an obligation of confidence owed to the Provider or any Related Body Corporate of the Provider); or
(iii)    information that the Recipient acquires from a source other than the Provider or any Related Body Corporate or Representative of the Provider, if such source is entitled to disclose it on a non-confidential basis.
Corporations Act means the Corporations Act 2001 (Cth).
Direct Client means a Client that purchases the Services for its own products or services and is the Advertiser. 
Guest means any individual staying at, or otherwise using the accommodation, premises, or services of any Hotel within the Hotel Network. 
Guest Data means any data, information, or personal details relating to a Guest that are made available to TTN via the Platform, including without limitation Guests' names, stay dates, and related transactional data, but excluding any Aggregated Data. 
Hotel means any individual hotel, resort or accommodation venue that forms part of the Hotel Network and in which TTN is contractually authorised to provide digital advertising placements through the Platform.

Hotel Infrastructure means any hardware, televisions, displays, connectivity, networks, servers, systems, or other equipment operated, maintained or controlled by a Hotel or its service providers, including property management systems and any in-room or lobby display systems.
Hotel Network means the portfolio or group of Hotels with which TTN has entered commercial arrangements to manage and provide access to digital advertising displays and placements through the Platform, as amended from time to time. 
Insolvency Event means, for a party that is a body corporate, any of the following:
(a)    the party is liquidated, whether compulsorily or voluntarily (other than for the purpose of amalgamation or reconstruction whilst solvent);
(b)    the party becomes unable to pay its debts as they fall due or is unable to pay its debts within the meaning of the Corporations Act;
(c)    a receiver, receiver and manager, provisional liquidator, liquidator, administrator or other officer of the Court is appointed in relation to all or any material assets of the party;
(d)    all information relating to the Platform, the Hotel Network, any Hotel, Hotel Infrastructure, or any arrangements between the Provider and any Hotel; 
(e)    an application or order is made for the winding up or dissolution of, or the appointment of a provisional liquidator to, the party or a resolution is passed or steps are taken to pass a resolution for the winding up or dissolution of the party (other than for the purpose of an amalgamation or reconstruction whilst solvent);
(f)    the party becomes subject to external administration within the meaning of Chapter 5 of the Corporations Act;
(g)    a secured party or mortgagee takes, attempts or indicates an intention to exercise its rights under any encumbrance of which the party is the grantor or mortgagor;
(h)    the party enters into or resolves to enter into any arrangement, composition or compromise with or for the benefit of its creditors or any class of them; or
(i)    anything analogous or having a substantially similar effect to the events specified in paragraphs (a) to (h) occurs in relation to the party.
Intellectual Property means any item in which Intellectual Property Rights subsist.
Intellectual Property Rights means all intellectual and industrial property rights and interests of whatever nature throughout the world conferred under statute, common law or equity, and includes rights in respect of, or in connection with, copyright, trade marks, service marks, domain names, designs, patents, semiconductor and circuit layout rights, Confidential Information, trade secrets, recipes, know-how, business or company names, or other proprietary rights (whether registered, unregistered or not registrable) and any rights to register such rights, whether now existing or created after the date of this Agreement.  
Law means:

(a)    any law applicable including legislation, ordinances, regulations, by-laws and other subordinate legislation;
(b)    any Approval, including any condition or requirement under it; and
(c)    any fees and charges payable in connection with the things referred to in paragraphs (a) and (b).
Loss means losses, liabilities, damages, costs, charges and expenses.
Material means tangible and intangible information, documents, reports, software (including source and object code), inventions, data and other materials in any media whatsoever owned or licensed by a Party, whether existing now or created, written, developed or otherwise brought into existence by or on behalf of a Party in the course of this Agreement.
Moral Rights has the meaning given in the Copyright Act 1968 (Cth).
Order Form means a document in the form set out in Schedule, or other ordering agreement executed by the Parties, which sets out updated or additional commercial terms applicable under this Agreement. Each Order Form forms part of, and is governed by, this Advertising Agreement.  
Parties means collectively the Client and TTN, and "Party" shall mean either of them as the context may so indicate. 
Personal Information has the meaning given in the Privacy Act 1988 (Cth). 
Personnel means, in relation to a Party, any of its directors, officers, employees, agents, contractors, subcontractors, secondees, professional advisers, and other individuals engaged by or on behalf of that party (including those of its Related Bodies Corporate) who are involved in the performance of obligations or the exercise of rights under this Agreement, and who are, in each case, subject to confidentiality and data handling obligations no less protective than those set out in this Agreement. 
Platform means the intelligent decisioning platform owned, operated and hosted by The Travel Network which selects and personalises advertisements, welcome videos, and partner offers for Guests based on Guest Data.  
Privacy Laws means all applicable laws, regulations, codes, guidelines, principles and legally binding rules (whether statutory, regulatory or otherwise) in any jurisdiction that relate to the protection, privacy, security, storage, or processing of Personal Information, including without limitation the Privacy Act 1988 (Cth). 
Provider, with respect to any Confidential Information, means the party disclosing or otherwise making available that Confidential Information to the Recipient or its Representatives.
Recipient, with respect to any Confidential Information, means the party receiving that Confidential Information.
Related Body Corporate has the meaning given to that term in section 9 of the Corporations Act.
TTN Material means the Platform, any software, algorithms, data models, decisioning logic, templated, reporting tools, documentation, specifications, operational materials, or other items created, developed or supplied by or on behalf of TTN whether existing at the Commencement Date or created during the Term. 
Wholesale Tier means the pricing tier (if any) assigned to the Client based on the Agency Client's monthly cumulative bookings made or other eligibility criteria as determined by TTN and specified in the Key Terms or an applicable Order Form.