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(l) **Monitoring Application**means an automated monitoring application employed by Pegasusthat generates test messages, causes such messages to be transmitted throughout thetechnology infrastructure used by Pegasus to deliver the Services and records the resultsof each transmission for later analysis.(m) **Multi-Property Availability Request**means a single request message for rates andavailability relating to two or more lodging properties that is transmitted through theUltraDirect Interface pursuant to this First Amended UltraDirect Services Schedule.(n) **Net Reservations**means the number of reservations transmitted through the UltraDirectInterface during a particular time period, less the number of cancellations ofreservations transmitted through the UltraDirect Interface during the same time period.(o) **Offensive Content**means content that is defamatory, obscene, pornographic,gratuitously violent or otherwise offensive.(p) **Onward Distributor**means a party other than Pegasus, Customer or an Affiliate thatoperates an electronic system that displays and transmits Reservations Data which includesproviders of metasearch or rate auditing functionality (also known as crawlers) that havecontractual relationships with Customer.(q) **Pegasus Rate Cache**means a Pegasus database that temporarily stores rate andavailability information previously processed by UltraSwitch on behalf of hotels and madeavailable for use by third party distributors.(r) **Prohibited Requests**means (i) any information request that is transmitted to theUltraDirect Interface by Customer’s System(s) that is not transmitted in response to aninformation request by an accessor of Customer’s System(s) (unless otherwise pre-approvedin writing by Pegasus); and (ii) any information requests analogous to those described insubparagraph (i) that are transmitted to the UltraDirect Interface by an OnwardDistributor.(s) **Rate Plan Information Request**means a single request message for detailed informationregarding a specified rate and room type that is transmitted through the UltraDirectInterface pursuant to this First Amended UltraDirect Services Schedule.(t) **Reservations Data**means reservation rate and availability information, and informationrelating to the making, changing and canceling of reservations.(u) **Reservation Function**means Pegasus-provided functionality that is accessed by Customerthrough the UltraDirect Interface and that transmits Reservations Data between reservationsystems used by lodging establishments and other systems.(v) **Scheduled Downtime**means a period of time (i) during the Maintenance Window, (ii) duringwhich the Reservation Function is not Available, and (iii) with respect to which Pegasus givesCustomer notice in compliance with subparagraph 8(d) of this First Amended UltraDirect ServicesSchedule.(w) **CRS Scheduled Downtime**means a period of time during which a particular CRS is notAvailable, and with respect to which such CRS has given Pegasus advance notice.(x) **Single Property Availability Request**means a single request message for rates andavailability relating to one lodging property that is transmitted through the UltraDirectInterface pursuant to this UltraDirect Services Schedule.(y) **Total Reservations**means the total number of reservation requests transmitted throughthe UltraDirect Interface pursuant to this First Amended UltraDirect Services Schedule.(z) **UltraDirect Interface**means an interface between: (i) Customer’s System and (ii) theHotel Content Database and the Pegasus system(s) performing the Reservation Function.(aa) **UltraDirect Services**means the services described in paragraph 2 of this FirstAmended UltraDirect Services Schedule.2. **UltraDirect Services**. Pegasus agrees to:(a) provide Customer with specifications for Customer’s use in creating and implementingthe UltraDirect Interface;
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(b) grant Customer’s System access to the Hotel Content Database and the ReservationFunction through the UltraDirect Interface created, implemented and maintained by Customerin conformity with such specifications, for the purpose of permitting accessors ofCustomer’s System to view data residing in the Hotel Content Database and to transmit andview Reservations Data;(c) use commercially reasonable efforts to support Customer’s implementation andmaintenance of the UltraDirect Interface; and(d) permit Customer to retain a copy of the information obtained from the Hotel ContentDatabase on Customer’s System(s) provided Customer performs, on a daily basis, an updateto Customer’s System(s) of any information in the Hotel Content Database that has beenmodified since the last update was made available to Customer by Pegasus.3. **Customer’s Duties**.(a) **General**. The parties agree that as of the First Amended UltraDirect Services ScheduleEffective Date, the UltraDirect Interface has been created and implemented between Pegasusand Customer. Customer shall: (i) diligently maintain the UltraDirect Interface in accordancewith this First Amended UltraDirect Services Schedule;  (ii) be solely responsible for the creation of all necessary URLlinks from Customer’s System to the Hotel Content Database and the ReservationFunction; and  (iii) except as expressly permitted under this Agreement, not permitthe Hotel Content Database, the Reservation Function or the UltraDirectInterface to be copied, downloaded, hyperlinked or in any manner used orredistributed in whole or in part except as expressly permitted by thisAgreement.(b) **Onward Distribution**. Customer is generally prohibited from permitting anythird party, other than end-user consumers who access Customer’s System(s), access toor use of information contained in the Hotel Content Database, or use of other datatransmitted through the UltraDirect Interface. However, Customer may permit OnwardDistributors access to and use of information contained in the Hotel ContentDatabase, and use and access to other data transmitted through the UltraDirectInterface, subject to Pegasus’ right to prohibit such access and use by any OnwardDistributor, provided that:(i) prior to permitting such access and use by an Onward Distributor, Customerprovides written notice to such Onward Distributor stating that (A) such data andthe systems transmitting the same are the sole and exclusive property of Pegasus(which may be identified in Customer’s written notice to Onward Distributorsgenerically as a “third party service provider” or similar designation), itslicensors and/or the lodging establishments whose information appears in the HotelContent Database; and (B) no right, title or interest of any kind in such systems ordata is granted by Pegasus to such Onward Distributor by virtue of its access to anduse of such data;(ii) any access to or use of the information contained in the Hotel Content Databaseby any Onward Distributor (as permitted by Pegasus hereunder) shall be solely forthe purpose of permitting accessors of such Onward Distributor’ system(s) to viewsuch information in connection with the processing of Reservations Data through theReservation Function;(iii) upon the request of Pegasus, Customer will provide Pegasus confirmation as towhether a particular, named party is an Onward Distributor;(iv) Customer, upon 30 days prior written notice from Pegasus, terminates suchaccess and use by any Onward Distributor that (A) displays Offensive Content on anyelectronic system maintained and hosted by or on behalf of such Onward Distributor,(B) transmits Prohibited Requests or (C) violates the requirements set forth inparagraph 4(e) below; and(v) in consideration of Pegasus’ agreement to permit Onward Distributors access toand use of data transmitted through the UltraDirect Interface, Customer herebyagrees to indemnify, defend and hold harmless Pegasus, its directors, officers,employees, agents, successors and assigns, from and against any and all liabilityand every loss, cost, damage, claim, cause of action and expense (includingreasonable attorneys’ fees) paid or incurred by any one or more of them directly orindirectly arising from or attributable to such access or use by any OnwardDistributor or a user of any Onward Distributor.
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(c) **Bursting; Look to Book Ratio.**(i) **Methods to Reduce Ratio**. Each party shall (i) confer with the other partyin good faith regarding recommended methods for reducing the Look to Book Ratio;and (ii) use commercially reasonable efforts to implement those recommended methodsthat Pegasus and Customer agree in good faith are practicable. Pegasus shallcontinue to implement measures to improve system stability.(ii) **Excess Ratio**. If the Look to Book Ratio exceeds (***):1 with respect to acalendar month then Pegasus shall not be obligated to transmit CustomerReservations Data during the calendar month immediately following such month to anycentral reservation system to which the operator of such system has requested thatCustomer Reservations Data not be transmitted, provided, however, that Pegasuspromptly notifies Customer of such request.(iii) Notwithstanding the foregoing, or anything to the contrary setforth in this Agreement, in the event that (i) Customer’s Look to Book Ratioexceeds (***):1, and (ii) Pegasus reasonably concludes that Customer’s Look toBook Ratio poses an imminent material threat to the Reservation Function bymaterially inhibiting, disrupting or otherwise causing performance degradation,of the Reservation Function or otherwise causing a performance degradation toany of Pegasus’ facilities used to deliver the UltraDirect Services, Pegasusmay immediately suspend its performance of the UltraDirect Services, solely tothe extent necessary to reduce the imminent material threat and with suchsuspension of the UltraDirect Services to cease once the imminent materialthreat has been addressed.4. **Use of Content**.(a) Subject to the terms and conditions of this Agreement, Pegasus hereby grants toCustomer a non-exclusive, worldwide license during the term of this UltraDirect ServicesSchedule to publicly display and transmit Hotel Content Database content to an end userfor the purpose of generating Reservations Data to be transmitted through the ReservationFunction.(b) Subject to the terms and conditions of this Agreement, Pegasus hereby grants toCustomer a non-exclusive, worldwide license during the term of this UltraDirect ServicesSchedule to distribute Hotel Content Database content to (i) its Affiliates, (ii) OnwardDistributors in accordance with Section 3(b), and (iii) any other entity to which Pegasusconsents in writing.(c) Subject to the terms and conditions of this Agreement, Pegasus hereby grants toCustomer a non-exclusive, worldwide license during the term of this UltraDirect ServicesSchedule to reproduce, edit, promote, and create derivative works of the content from theHotel Content Database provided such activity and use is limited to Customer andAffiliates. Customer may combine such information and data with Customer’s own content.(d) Pegasus acknowledges and agrees that it will not obtain any right, title or interestin the Reservations Data.(e) If information from the Hotel Content Database regarding a lodging establishment isprovided to an accessor of Customer’s System or an Onward Distributor, Customer shall usereasonable efforts to ensure that such accessor of Customer’s System or Onward Distributortransmits Reservations Data regarding such lodging establishment exclusively through theReservation Function, provided that Pegasus’ sole remedy for a breach of this Section 4shall be to terminate this Schedule upon thirty (30) days’ prior notice to Customer.(f) Pegasus shall provide Customer with the Hotel Content Database content translated intolanguage other than English where Pegasus has such translations available.5. **Offensive Content**. Pegasus may immediately terminate the provision of UltraDirectServices to Customer for any period of time during which Customer’s System, or any electronicsystem maintained and hosted by or on behalf of an Onward Distributor with access to and use ofdata transmitted through the UltraDirect Interface, displays any Offensive Content.Notwithstanding the foregoing, before Pegasus exercises its termination right set forth in thepreceding sentence, Pegasus shall first afford Customer the opportunity to remove such OffensiveContent within twenty-four (24) hours after receiving written notice from Pegasus.
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6. **Data Transmission**. The transmission of data between Customer’s System and theUltraDirect Interface shall occur by such means as are mutually agreed by Customer and Pegasus.7. **Hotel Content Database Download**. Pegasus agrees to allow Customer, and Customeragrees to perform, a complete download to Customer’s System of all property-descriptiveinformation in the Hotel Content Database, such download to occur on a date mutually agreed byCustomer and Pegasus, but not occur after the 5th day of each month. Pegasus agrees toallow, and Customer agrees to perform, on a daily basis thereafter one (1) download to Customer’sSystem of any property-descriptive information in the Hotel Content Database that has beenmodified since the last download. Customer further agrees to make a good faith effort to makemodified property-descriptive information accessible to accessors of Customer’s System within two(2) business days of Customer’s download of the same. Customer shall not permit informationdownloaded pursuant to this paragraph to be further downloaded to any third party system andshall not distribute such information to any third party in any tangible medium. Upon theearlier of the termination of this UltraDirect Services Schedule or such time as Customer ceasesto perform downloads as provided above, Customer shall promptly delete from its systems allinformation downloaded pursuant to this paragraph which is not publicly available elsewhere andshall promptly destroy or return to Pegasus all physical copies of any such information. UponPegasus’ request, Customer shall certify to Pegasus any such deletion, destruction and returnwithin five business days of receipt of such request.8. **Downtime**.(a) **Downtime Service Level**. Downtime during each calendar month as a percentage of alltime during such calendar month will not exceed three-tenths percent (0.3%) (“DowntimeCommitment”). Customer’s sole and exclusive remedy if Downtime exceeds the DowntimeCommitment is set out in Section 5 of the Pricing Schedule.(b) **Downtime Measurement**. The amount of Downtime during any period will be determined byreference to the results recorded by the Monitoring Application and agreed upon by Pegasusand Customer (agreement not to be unreasonably withheld by either party). Downtime endtimes will be demarked by written (email) notification by Pegasus to Customer.(c) **Loss of Negotiated Rate Functionality:**For purposes of this subparagraph 8(c), Loss ofnegotiated rate functionality (“LONRF”) is the amount of time during with the negotiatedrate functionality is not available excluding any Downtime exclusions as defined insubparagraph 8d below.If a LONRF event occurs, Pegasus will, as Customer’s sole and exclusive remedy forsuch event, credit against the amounts due from Customer to Pegasus with respect tothe next calendar month a fee calculated in accordance with the following formula:[((# of minutes with loss of functionality) / (# of minutes in the month)) * (# ofUltraDirect Net Reservations)] * [$(***)]For example, if the LONRF event is for one full hour and Customer processes 150,000UltraDirect Net Reservations in the month when the LONRF event occurred, Pegasuswould provide a credit to Customer of $ (***).(((60) / (44640)) * (150,000)) * ($(***)) = $(***)(d) **Downtime Exclusions**. Downtime shall not include any time during which the ReservationFunction is not Available due to: (i) up to four (4) hours of Scheduled Downtime per calendarmonth;  (ii) acts or omissions of any party other than Pegasus or Pegasus’vendors and agents;  (iii) hardware, software, networks, equipment or interfaces other thanthose provided or managed by Pegasus or Pegasus’ vendors and agents;  (iv) third-party service providers other than Pegasus’ vendors andagents;  (v) any other equipment, applications or components not directlymanaged or controlled by Pegasus or Pegasus’ vendors and agents; or
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 (vi) one or more of the causes listed in Section 7.2 of the Master ServicesAgreement.  (vii) Pegasus will not pay for Downtime and loss of functionality at the same time -either or depending on the root cause analysis of the outage or loss of negotiatedrate functionality as determined by both parties.(e) **Notice by Pegasus of Scheduled Downtime.**Pegasus will give notice of ScheduledDowntime to Customer by e-mail or such other means as mutually agreed by Customer andPegasus. In addition, Pegasus will give notice of CRS Scheduled downtime to Customer bye-mail or such other means as mutually agreed by Customer and Pegasus, to the extentCustomer obtains written permission from such CRS for Pegasus to provide such notice.Such notice will be given by Pegasus to the individual designated by Customer for thereceipt of such notices and will be given no less than five (5) calendar days prior to thecommencement of the subject Scheduled Downtime provided Pegasus is informed prior to five(5) calendar days. Any such notice given by Pegasus will include the date and time ofcommencement of the subject Scheduled Downtime and an estimate of the duration of thesubject Scheduled Downtime.(f) **Notice by Customer of Scheduled Outage.**The parties acknowledge and agree thatPegasus could interpret the cessation of activity though the UltraDirect Interface fromCustomer’s System as an Issue requiring action by Pegasus pursuant to paragraph 9 below.Consequently, Customer agrees to use commercially reasonable efforts to provide Pegasusprior notice, by e-mail or such other means as mutually agreed by Customer and Pegasus, ofany plan by Customer to make Customer’s System unavailable to transmit Reservations Datato, or to receive transmissions of Reservations Data from, the Reservation Function forany period of time. Any such notice given by Customer will include the date and time ofcommencement of the subject unavailability and an estimate of the duration of the subjectunavailability.(g) **Event of Default.**Nothing contained in paragraph 8(a) above shall be interpreted tolimit the rights and remedies of Customer in the case of an Event of Default; as such termis defined in Section 7.0 of Master Services Agreement.9. **Use of Pegasus Rate Cache**. Customer shall not be required to hit the Pegasus RateCache for rate or availability information unless the parties so agree in writing.10. **Issue Resolution**.(a) **Severity Level Description**. The following table sets forth the criteria by whichCustomer will determine the appropriate classification for each Issue identified by orreported to Pegasus:   **Severity Level** **Description**1