16.1 In this Agreement, where the context so admits, the following words and expressions shall have the following meanings: “Customer” means the customer subscribing to the Products and/or Services either on behalf of itself or managed, owned or franchised properties. “Confidential Information” means all information (whether written, oral or in some other form) disclosed to or obtained by one party (whether directly or indirectly) from the other (whether before or after the signing of this Agreement), including all information relating to that other’s or its Group Members’ business, operations, systems, processes, products, trade secrets, know how, contracts, finances, plans, strategies or current, former or prospective clients, customers, partners or suppliers (together with copies made of any o f the foregoing) and which information is marked as being confidential or might reasonably be assumed to be confidential, but excluding information which:
- is available to the public other than because of any breach of this Agreement;
- is, when it is supplied, already known to whoever it is disclosed to in circumstances in which they are not prevented from disclosing it to others; or
- is independently obtained by whoever it is disclosed to in circumstances in which they are not prevented from disclosing it to others.
“Intellectual Property Rights” means patents, patentable rights, copyright, design rights, utility models, trade marks (whether or not any of the above are registered), trade names, rights in domain names, rights in inventions, rights in data, database rights, rights in know-how and confidential information, and all other intellectual and industrial property and similar or analogous rights existing under the laws of any country and all pending applications for and right to apply for or register the same (present, future and contingent, and including all renewals, extensions, revivals and all accrued rights of action);
“Ordering Document” means the ordering document which references these terms and conditions;
“OTA Insight Content” means all data, information and material owned by or licensed to OTA Insight or any of its Group Members and comprised within any Product and/or the Service, but excluding Customer Data and Customer Materials;
“Product(s)” means the OTA Insight product(s) as set out in the Agreement;
“Participating Properties” means hotels or other similar guest properties owned and/or operated by the Customer subscribed to the Products or Services;
“Service” means the service to be provided by OTA Insight consisting of provision of access to the Product(s) on a software as a service (SaaS) basis;
“Software” means any software owned by or licensed to OTA Insight or any of its Group Members and which forms part of, or is used in the provision of, any Product or the Service.
“Taxes” means any sales, use, GST, value-added, withholding, or similar taxes or levies, whether domestic or foreign.