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HomeMy WebLinkAboutC24-073 Ariport One1 AIRPORT ONE MASTER SUBSCRIPTION AGREEMENT This Master Subscription Agreement ("Agreement") is a binding legal contract between Eagle County, Colorado, a body corporate and politic (“Subscriber”) and Airport One, LLC, a Wisconsin limited liability company ("Airport One"). RECITALS A. Airport One has developed the Airport One Solution, a cloud-based software solution, website pages and templates, and search widget that is installed on a website, to enable travelers to search for flights, vacation packages, rental cars, and accommodations; and B. Subscriber desires to purchase a subscription to the Airport One Solution, and Airport One desires to grant a license to Subscriber to use the Airport One Solution, on the terms and conditions of this Agreement. C. Airport One will provide Subscriber with a “widget” on the Eagle County Regional Airport website to facilitate and streamline air travel bookings by linking users of the website to the kayak.com page for booking flights in and out of the Eagle County Regional Airport. AGREEMENT 1. Definitions. “Airport One Affiliate” means a third party that provides services or licenses software, API’s, information, or data to Airport One for use by Subscriber with the Airport One Solution. “Airport One Data” means data collected by Airport One or an Airport One Affiliate, as well as data generated by the Airport One Solution, Airport One, an Airport One Affiliate or a third party such as Google Analytics or other third party, through a Subscriber’s and User’s access and use of the Airport One Solution. "Airport One Solution" means collectively the hosted FlyMyAirport Software, the FlyMyAirport Portal, the Flight Search Widget and corresponding Documentation. “Documentation” means written information and specifications pertaining to the use and operation of the Airport One Solution as may be amended from time to time by Airport One. “FlyMyAirport Software” means the hosted templated search pages and software application. “FlyMyAirport Portal” means the online support portal made available to Subscribers for onboarding, contact and billing information, administration and support ticketing system. “Flight Search Widget” means the widget made available to Subscriber for placement on Subscriber’s website and third-party websites approved by Airport One. “FlyMyAirport Domain” means the custom subdomain located at fma.[subscriber airport].com, and/or flymyairport.[subscriber airport].com developed and owned by Airport One. “Set-up Fee” means the set-up fee charged by Airport One to develop a templated solution and a search widget for use by Subscriber. DocuSign Envelope ID: CAFCB3A4-8DA4-4F89-AAF2-68DF9D9160B8 2 “Subscriber Content” means trademarks, logos, and other content uploaded into the FlyMyAirport Portal for use by Airport One and Airport One Affiliates in connection with the Airport One Solution. “Subscriber Data” means Subscriber’s identifiable business information, including, but not limited to contact information, address, billing information, brand assets, social profile links, CName access, and W9 information entered into the Airport One Solution by a Subscriber. “Subscription Fee” means the monthly fee charged by Airport One to access and use the Airport One Solution. “Term” means the period of time set forth in Section 4 below. “Updates” means modified versions, updates, additions, bug fixes, patches and modifications made to the Airport One Solution by Airport One or an Airport One Affiliate. "Use" or "Using" means to access, input, download, copy, install or otherwise benefit from using the functionality of the Airport One Solution and/or Airport One Data. “User” means a consumer (leisure or business traveler who is looking for a flight, package, hotel, or car) who visits Subscriber’s website and uses FlyMyAirport features and/or Flight Search Widget. 2. Licenses. (a) License to Airport One Solution. Upon payment of the Subscription Fee and Set-up Fee, Airport One grants to Subscriber a limited, non-exclusive license to Use the Airport One Solution and Airport One Data during the Term for Subscriber's own internal business purposes in accordance with this Agreement and the Documentation. During the Term, a Subscriber may place the Flight Search Widget on Subscriber’s main website and on approved third-party websites. To obtain approval, Subscriber shall submit each third party that Subscriber desires to use the Flight Search Widget in the FlyMyAirport Portal. Airport One may revoke such approval to any such third party in accordance with the Documentation. (b) License to Subscriber Content and Subscriber Data. During the Term, Subscriber hereby grants to Airport One a non-exclusive, royalty-free license, with the right to sublicense to Airport One Affiliates, any and all Subscriber Content and Subscriber Data solely for the purpose of providing the features and services of the Airport One Solution. Subscriber may manage the Subscriber Content and Subscriber Data in the FlyMyAirport Portal. Subscriber shall retain ownership of all rights, title and interest in and to Subscriber Content subject to the license granted herein. 3. Restrictions on Use. Subscriber shall use the Airport One Solution and Airport One Data for your own internal business purposes. Subscriber shall not attempt to circumvent the Airport One Solution by obtaining competing services from an Airport One Affiliate. Except as otherwise expressly set forth herein, Subscriber shall not: (a) process or permit to be processed in any manner the data or files of any third party through the Airport One Solution; (b) use the Airport One Solution in any manner as part of the operation of a service bureau; or (c) allow access to the Airport One Solution through any terminals or computers located outside of your location or using your login credentials which have been assigned to you. Except to the extent necessary to use the Airport One Solution in accordance with this Agreement, Subscriber shall not copy, store in any medium (including in the cloud), distribute, transmit, re-transmit, broadcast, modify, show in public, systematically extract, or commercially exploit all or any part of the Airport One Solution or Airport One Data without Airport One’s prior written consent. Subscriber shall not use, copy, alter, merge, adapt, modify, enhance, maintain, rent, lease or sublicense any Airport One Solution licensed DocuSign Envelope ID: CAFCB3A4-8DA4-4F89-AAF2-68DF9D9160B8 3 hereunder, or any copy thereof, in whole or in part, except as expressly provided in this Agreement. Subscriber shall not: (x) reverse-engineer, decompile, disassemble or otherwise make any attempt to access the source code of the Airport One Solution licensed hereunder, in whole or in part - the license granted by this Agreement includes no rights in or to the source code version of the Airport One Solution; (y) modify, or create derivative works based upon any Airport One Solution licensed hereunder, in whole or in part; (z) except as expressly permitted by the terms of this Agreement, copy all or any part of the Airport One Solution. 4. Term. The Term of this Agreement shall commence upon payment of the Subscription Fee and continue for a period of one (1) month unless terminated or renewed in accordance with this Agreement. The Term shall automatically renew unless Subscriber elects to cancel the Subscription by submitting a request through the FlyMyAirport Portal not less than 30-days prior to the expiration of the then current Term. 5. Termination, Suspension and Effect of Termination. Airport One may cancel this Agreement upon written notice if a Subscriber becomes insolvent or breaches this Agreement and fails to cure such breach within fifteen (15) days of receipt of notification from Airport One. Airport One may immediately suspend access to, or terminate a Subscriber’s subscription, if Airport One determines that the Subscriber is violating any law or attempting to bypass security features employed by Airport One or an Airport One Affiliate. Subscriber may terminate this Agreement, in whole or in part, at any time and for any reason, with or without cause, and without penalty therefor with seven (7) calendar days’ prior written notice to Airport One. Upon such termination, Subscriber shall be refunded the amount prorated from the beginning of the Term to the date of termination. Upon termination, expiration, or cancellation of this Agreement, Subscriber right to access and use the Airport One Solution, Airport One Data and Documentation shall cease. 6. Subscriber’s Right to Termination. Subscriber may terminate this Agreement at any time upon written notice to Airport One. Such notifications must be sent to accounting@airportonellc.com. Upon termination, Subscriber will receive a full refund of any portion of their subscription that is unused (remaining days within the 3-month subscription/divided by total days within the subscription period). 7. Ownership of Data. Apart from Subscriber Data, Airport One shall own all data collected and processed through the FlyMyAirport Software and Flight Search Widget, including, but not limited to analytics, anonymized and aggregated Subscriber data, anonymized and aggregated User data. Subscriber shall retain ownership of all Subscriber Data. 8. Modifications to Airport One Solution, Services and Data. Airport One reserves the right to modify in part or in whole, or temporarily or permanently discontinue the Airport One Solution, or any features, modules, content, data and/or services made available through the Airport One Solution for any reason and at any time upon reasonable prior notice through the FlyMyAirport Portal. Airport One reserves the right to delete, modify or supplement the data and content of the Airport One Solution at any time for any reason upon reasonable prior notice through the FlyMyAirport Portal. If such modification does not meet Subscriber’s needs, Subscriber reserves the right to immediately terminate this Agreement and receive a refund prorated from the beginning of the Term. Airport One is not liable to Subscriber or any third party, including any User, for modifications, suspension or discontinuance of the Airport One Solution or any features, modules, content, data and/or services made available through the Airport One Solution. Maintenance and Availability of the Airport One Solution. If third party software is required for Subscriber to access or use the Airport One Solution (such as a web browser), Subscriber must obtain a license of such software at its own expense. Airport One will use reasonable efforts to provide 24-hour daily availability of the Airport One Solution to Subscribers. However, Airport One makes no representations or warranty that the Airport One Solution, or any portion of the Airport One Solution will DocuSign Envelope ID: CAFCB3A4-8DA4-4F89-AAF2-68DF9D9160B8 4 be available all the time or that it will be error-free. The Parties agree that a material breach under this Agreement shall include an interruption in access to Airport One Solution that continues for more than 5 consecutive days in any one-month period. In the event the Airport One Solution is not available Subscriber, due to circumstances within the reasonable control of Airport One, for more than 5 consecutive days in any one-month period, and such unavailable access causes Subscriber an adverse business impact, then Airport One will provide a prorated credit to Subscriber equal to the duration of the interruption. 9. Subscriber acknowledges and agrees that the Airport One Solution may, at times, be unavailable due to scheduled or unscheduled maintenance, service upgrades, or other mechanical or electronic failures. A schedule of scheduled maintenance shall be provided to Subscriber, and Airport One shall provide reasonable notice before any unscheduled maintenance. Airport One shall not be responsible for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to the Airport One Solution. Airport One is not responsible for any problems or technical malfunctions of any telephone or fiber network or lines, computer on-line systems, servers or providers, computer equipment, software, failure of any e-mail to be received by Airport One on account of technical problems or traffic congestion on the Internet or at any cloud-based system, or any combination thereof, including any injury or damage to your computer or peripherals related to downloading any materials in from the Airport One Solution. 10. Billing. Subscriber agrees to pay the initial Set-up Fee and each Subscription Fee as set forth in Schedule A. All payments shall be made in accordance with the billing and payment terms set forth in Schedule A. The Set-up Fee and Subscription Fees for the initial term of the Subscription shall be due upon execution of this Agreement. Thereafter, Subscriber will be billed the Subscription Fees in accordance with the terms particular subscription plan selected by Subscriber – monthly, quarterly or annual. Should Subscriber desire to change its Subscription, Subscriber may do so through the FlyMyAirport Portal. 11. Login Credentials and Security. (a) Accessing and using the FlyMyAirport Portal requires the use of a username and password ("Login Credentials"). Subscriber is solely responsible for maintaining the confidentiality of its Login Credentials; and Subscriber is responsible for any activities that occur using Subscriber's Login Credentials. Subscriber must treat the Login Credentials as confidential and must not disclose Login Credentials to any third party. (b) Airport One is not liable for any harm related to the misuse or theft of Login Credentials, disclosure of Login Credentials, or Subscriber’s authorization to allow another person or entity to access and use the Airport One Solution using Subscriber’s Login Credentials. Subscriber shall immediately notify Airport One of any unauthorized use of its Login Credentials or any unauthorized access to Subscriber’s account page in the FlyMyAirport Portal. (c) Subject to Subscriber’s duties and responsibilities set forth in this Section 10, Airport One will use commercially reasonable efforts to make the Airport One Solution secure from unauthorized access. The Airport One Solution will require industry standard 128bit encryption on all communications between Subscriber’s network and the Airport One Solution server. The Airport One Solution server operating system and applications software will be updated and virus-scanned regularly. However, Subscriber recognizes that no network is completely secure. AIRPORT ONE MAKES NO WARRANTY, EXPRESS OR IMPLIED, REGARDING THE EFFECTIVENESS OF THE SECURITY OF THE AIRPORT ONE SOLUTION AND SHALL NEVER BE LIABLE FOR ANY CLAIMED, ACTUAL, OR CONSEQUENTIAL DAMAGES ARISING FROM ANY BREACH OR ALLEGED BREACH OF SECURITY OF THE AIRPORT ONE SOLUTION. DocuSign Envelope ID: CAFCB3A4-8DA4-4F89-AAF2-68DF9D9160B8 5 (d) Airport One shall have the right to disable any login and/or password at any time, if in Airport One’s opinion Subscriber has failed to comply with any of the provisions of this Agreement or if Airport One believes that an unauthorized third party is attempting to access the Airport One Solution using Subscriber’s Login Credentials. (e) If Subscriber becomes aware of a breach of confidentiality or any unauthorized use of the Airport One Solution, Subscriber must promptly notify Airport One by email at support@flymyairport.com. Airport One’s right to suspend or disable access to the Airport One Solution does not create an affirmative duty on the part of Airport One to monitor who is accessing or attempting to access the Airport One Solution and Airport One shall not be liable for any unauthorized access of the Airport One Solution using Subscriber's Login Credentials unless such authorized access is based solely on Airport One’s own negligence or willful action. 12. Third Party Content and Links. The Airport One Solution may contain hyperlinks, widgets, cookies or other third-party code, and/or data controlled by parties other than Airport One. Airport One is not responsible for and does not endorse or accept responsibility over the contents, opinions expressed or use of any of these third parties. Airport One makes no representations or warranties with regard to the products, services or content of any such third parties. 13. Intellectual Property Rights. Subscriber acknowledges and agrees that Airport One, and/or an Airport One Affiliate, owns all rights, title and interest in and to the Airport One Solution and Airport One Data. The Airport One Solution, including, without limitation, the information included in its modules, procedures, and functions, their arrangement, organization, program logic, and methods of interaction, and all related documentation (including, without limitation, the Documentation), data formats, output formats, and other aspects thereof and their modifications and enhancements, if any, and the know-how embodied in the Airport One Solution, is confidential and trade secret information owned by Airport One and/or Airport One Affiliates, together with all related copyrights and trademarks. Subscriber shall not sell, license, publish, display, distribute, disclose, or otherwise make available Airport One Data to any third party or use the Airport One Solution or Airport One Data except as authorized by this Agreement. Subscriber shall not disclose or permit the disclosure of any Airport One Data, or any flow charts, logic diagrams, user manuals, screenshots, or screens embodying, referencing or summarizing all or any part of such Proprietary Information, to any third party without the prior written consent of Airport One. 14. Confidentiality. (a) The following terms and conditions shall apply: "Confidential Information" means any data or information regarding a party's business or affairs, including customer information, marketing information, financial information, data, software code, business concepts, business strategy, processes, methods, systems, know-how, devices, formulas, product specifications, marketing methods, and customer lists, and any other data or information received or otherwise obtained under this Agreement, whether in oral, written, or electronic form, that is designated in writing as confidential by Airport One. For the avoidance of doubt, all code, processes, methods, and Airport One Data, login credentials or other information provided to Subscriber to enable Subscriber to access and use the Airport One Solution, shall be the Confidential Information of Airport One and designated as such in writing by Airport One. Confidential Information shall not include: (i) information which becomes public or available to the general public through no act or omission by the Receiving Party; (ii) information which becomes known by the Receiving Party through a third-party with no obligation to maintain its confidentiality; (iii) information which was lawfully in the possession of the Receiving Party prior to any disclosure by the Disclosing Party; or (iv) information which is independently developed by the Receiving Party. The Receiving Party shall DocuSign Envelope ID: CAFCB3A4-8DA4-4F89-AAF2-68DF9D9160B8 6 hold the Disclosing Party’s Confidential Information in confidence and will not disclose it to any third- party. If a Receiving Party is compelled to disclose the Disclosing Party’s Confidential Information pursuant to the Colorado Open Records Act, the Receiving Party shall provide prompt notice to the Disclosing Party so that the Disclosing Party can seek a protective order or other appropriate relief. Upon the termination of this Agreement for any reason, the Receiving Party shall return (or destroy) all Confidential Information to the Disclosing Party. 15. NO WARRANTY. (A) AIRPORT ONE DOES NOT AND CANNOT WARRANT THE PERFORMANCE, ACCURACY, OR RESULTS SUBSCRIBER OR ANY USER MAY OBTAIN BY USING THE AIRPORT ONE SOLUTION INCLUDING SEARCH AND FLIGHT ROUTING INFORMATION OR SERVICES, DATA OR INFORMATION PROVIDED BY AN AIRPORT ONE AFFILIATE. (B) EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO SUBSCRIBER OR A USER IN THEIR RESPECTIVE JURISDICTION, AIRPORT ONE MAKES NO WARRANTIES CONDITIONS, REPRESENTATIONS, OR TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING WITHOUT LIMITATION NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. AIRPORT ONE DOES NOT WARRANT THAT THE AIRPORT ONE SOLUTION WILL BE FREE OF BUGS OR PROGRAM ERRORS. AIRPORT ONE DOES NOT WARRANT THAT THE AIRPORT ONE SOLUTION WILL BE FREE FROM VIRUSES. 16. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL AIRPORT ONE OR ANY AIRPORT ONE AFFILIATE BE LIABLE TO SUBSCRIBER, A USER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY OTHER PECUNIARY LOSS ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE AIRPORT ONE SOLUTION (INCLUDING, WITHOUT LIMITATION, ANY LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS, DISRUPTION OF BUSINESS, LOSS OF PROFITS, OR ANY OTHER MATTER RELATING TO YOUR USE OR INABILITY TO USE THE AIRPORT ONE SOLUTION) OR RELATED IN ANY WAY TO THIS AGREEMENT OR THE SUBJECT THEREOF, INCLUDING, WITHOUT LIMITATION, ANY CLAIM RELATED TO ALLEGATIONS THAT THE AIRPORT ONE SOLUTION INFRINGES ANOTHER PARTY'S INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHTS, WHETHER ARISING UNDER THEORIES OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR OTHER THEORY, REGARDLESS OF WHETHER LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL AIRPORT ONE'S TOTAL LIABILITY TO SUBSCRIBER, A USER OR ANY THIRD PARTY EXCEED THE LICENSE FEES, IF ANY, ACTUALLY RECEIVED BY AIRPORT ONE FROM SUBSCRIBER HEREUNDER DURING THE CURRENT MONTH OF ANY CLAIM OF LIABILITY LIMITED HEREUNDER. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SET FORTH IN THIS SECTION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. NO OBLIGATION OR LIABILITY SHALL ARISE FROM AIRPORT ONE'S RENDERING OF TECHNICAL OR OTHER ADVICE OR SERVICE IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ADVICE OR SERVICE RELATED TO THE INSTALLATION OR CONFIGURATION OF THE AIRPORT ONE SOLUTION. SOME STATES AND DocuSign Envelope ID: CAFCB3A4-8DA4-4F89-AAF2-68DF9D9160B8 7 JURISDICTIONS DO NOT ALLOW EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES AND SO THE ABOVE LIMITS AND EXCLUSIONS MAY NOT APPLY TO SUBSCRIBER OR MAY BE LIMITED BY LAW. 17. EXCLUSIVE REMEDY. SUBSCRIBER'S SOLE AND EXCLUSIVE REMEDY IF A SUBSCRIBER IS UNSATISFIED WITH THE PERFORMANCE, AVAILABILITY OR FUNCTIONALITY OF THE AIRPORT ONE SOLUTION SHALL BE TO CANCEL SUBSCRIBER'S SUBSCRIPTION TO THE AIRPORT ONE SOLUTION. 18. Indemnification. Airport One shall indemnify and hold harmless Subscriber, and any of its officers, agents and employees against any losses, claims, damages or liabilities for which Subscriber may become subject to insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, or are based upon any performance or nonperformance by Airport One or any of its subcontractors hereunder; and Airport One shall reimburse Subscriber for reasonable attorney fees and costs, legal and other expenses incurred by Subscriber in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnification shall not apply to claims by third parties against the Subscriber to the extent that Subscriber is liable to such third party for such claims without regard to the involvement of Airport One. This paragraph shall survive expiration or termination hereof. 19. Accessibility. Airport One shall provide a third-party attestation of product accessibility compliance for any software or platform with which users will interact when requested by Subscriber, pursuant to Colorado Revised Statutes § 24-34-802. Such attestation shall include a summary of the software’s or platform’s ADA compliance as well as any outstanding accessibility issues identified in the software or platform, and an explanation as to how Airport One intends to make the software or platform fully compliant. Remediation of accessibility issues which pose a very minor inconvenience to disabled users but do not prevent them from using the software may be waived by the Subscriber in its sole discretion. Correction of accessibility issues may require, among other things, writing new core code, turning off inaccessible features, providing users with third party software in addition to their assistive technology, or providing disabled users with an alternative pathway to the inaccessible feature or the business process that it automates. Airport One shall collaborate with the Subscriber to prioritize accessibility defects based on severity. If the Subscriber determines that accessibility issues exist but cannot be resolved or mitigated, the Subscriber may terminate this Agreement. 20. Governing Law. This Agreement will be governed by and construed in accordance with the substantive laws in force in the State of Wisconsin 21. Transfer and Assignment. Neither Party may sell, assign, or otherwise transfer this Agreement to any third party without the prior written consent of the other Party. 22. Severability. The provisions of this Agreement (and any other terms or conditions of any other schedule, addendum, amendment, or agreement referenced or incorporated into this Agreement) are severable. If any provision of this Agreement (or any other terms or conditions of any other schedule, addendum, amendment, or agreement referenced or incorporated into this Agreement) is held to be invalid, illegal, or unenforceable, such provision is to that extent to be deemed omitted and not part of this Agreement. The validity, legality, or enforceability of the remaining provisions shall in no way be affected or impaired thereby and shall be valid and enforceable to the maximum extent permitted by law. 23. Injunctive Relief. Notwithstanding anything to the contrary contained in this Agreement, Subscriber acknowledges and agrees that monetary damages alone would not be an adequate remedy in the event of a material breach by Subscriber of its obligations under this Agreement and that, in such event, Airport One shall be entitled to injunctive relief to require Subscriber to comply with its obligations DocuSign Envelope ID: CAFCB3A4-8DA4-4F89-AAF2-68DF9D9160B8 8 hereunder. Any remedy of Airport One under this Agreement shall be cumulative and not exclusive of any other remedy available to Airport One under this Agreement, at law or in equity. 24. Entire Agreement. This Agreement and the attached schedules constitute the exclusive and entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior agreements, negotiations, representations and proposals, written or oral, relating to the subject matter hereof. 25. Modification and Wavier. No modification of this Agreement and no waiver of any breach of this Agreement shall be effective unless in writing and signed by an authorized representative of the party against whom enforcement is sought. No waiver of any breach of this Agreement and no course of dealing between the parties shall be construed as a waiver of any subsequent breach of this Agreement. 26. Authority. Each party represents and warrants that (a) it has the authority to enter into this Agreement and be bound by its terms and conditions and (b) it has not entered into any other agreement that would conflict with the terms and conditions of this Agreement. 27. The signatories to this Agreement aver to their knowledge, no employee of Subscriber has any personal or beneficial interest whatsoever in the Services or License described in this Agreement. Airport One has no beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the Services and Airport One shall not employ any person having such known interests. 27. Notice. Any notice required by this Agreement shall be deemed properly delivered when (i) personally delivered, or (ii) when mailed in the United States mail, first class postage prepaid, or (iii) when delivered by FedEx or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below, or (iv) when sent via facsimile so long as the sending party can provide facsimile machine or other confirmation showing the date, time and receiving facsimile number for the transmission, or (v) when transmitted via e-mail with confirmation of receipt. Either party may change its address for purposes of this paragraph by giving five (5) days prior written notice of such change to the other party. SUBSCRIBER: Eagle County, Colorado Attention: Jodi Doney 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-2645 E-Mail: jodi.doney@eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970-328-8685 Facsimile: 970-328-8699 E-Mail: atty@eaglecounty.us Airport One: DocuSign Envelope ID: CAFCB3A4-8DA4-4F89-AAF2-68DF9D9160B8 9 28. Subscriber will not withhold any taxes from monies paid to the Consultant hereunder and Consultant agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. 29. Notwithstanding anything to the contrary contained in this Agreement, Subscriber shall have no obligations under this Agreement after, nor shall any payments be made to Consultant in respect of any period after December 31 of any year, without an appropriation therefor by Subscriber in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). Accepted and agreed by: Airport One, LLC Name: ______________________ Title: _______________________ Date: _______________________ Signature ____________________ Subscriber Name _Jeff Shroll______________ Title __County Manager_________ Date: ________________________ Signature _____________________ DocuSign Envelope ID: CAFCB3A4-8DA4-4F89-AAF2-68DF9D9160B8 Managing Partner Steve Romme 2/5/2024 2/5/2024 10 Schedule A Scope of Work and Deliverables Product Description • Localized Search-to-Book o Helps consumers find their perfect flight to or from the airport. Unlike Google Flights or OTAs like Expedia, FlyMyAirport sets the airport as the default for EVERY search. Search Results are powered by KAYAK, but localized by Airport One. • Exportable Flight Widgets o Easily embeddable flight search widgets for airport and community websites. This includes a widget for the local Convention and Visitor Bureau (CVB). • Live Performance Dashboard o Real-time insights into FlyMyAirport site performance. Tracks visitor behavior, searches and booking patterns for informed decision-making. Includes purchase attribution. • Hands-Free Maintenance o Easy setup with maintenance-free hosted microsite that continuously improves based on subscriber and consumer feedback. Services • Dedicated Success Manager o Subscriber’s dedicated Success Manager will guide you through onboarding, implementation, and beyond, ensuring a seamless experience. • White Glove Onboarding & Implementation o Airport One will coordinate to identify needs and timelines, ensuring a tailored onboarding process. • Website Audit o Subscriber will receive a complementary audit of its terminal website, and its connection to its FlyMyAirport site, identifying opportunities for optimization. • Monthly Check In o Subscriber will receive complimentary in-depth benchmark reporting, insights, and recommendations to review with your Success Manager. Pricing Pricing is subject to change upon not less than 30-days prior notice before the end of the existing Term. Such change shall not exceed the sum that is equal to a three percent (3%) increase over the prior year’s amount. Any pricing changes will become effective upon the start of the next 3-month subscription Term. Set-up Fee: A one-time set-up fee of $2,500.00 is due upon execution of this Agreement and prior to the commencement of any work by Airport One. Subscription Fees Not to exceed $2,000/month due on the 1st day of the billing cycle. Subscriber may elect billing cycles on either a monthly, quarterly, or annual basis. All selections are made within the FlyMyAirport Portal. DocuSign Envelope ID: CAFCB3A4-8DA4-4F89-AAF2-68DF9D9160B8 11 Acceptable payment methods are ACH, checks and credit cards. A 3% convenience fee will be added to credit card payments. Billing Procedure: Invoices will be sent about 30 days prior to the beginning of the billing cycle, with a net 30-day term. As an example, the June subscription invoice will be sent around May 1, with a due date of about June 1. Airport One may suspend or cancel a subscription due to non-payment. If a subscription is canceled [or suspended] due to non-payment and Subscriber desires to renew a canceled subscription, Subscriber may incur new or additional set-up fees. DocuSign Envelope ID: CAFCB3A4-8DA4-4F89-AAF2-68DF9D9160B8 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 12/28/2023 Ansay &Associates,LLC. 4351 W College Ave Suite 310 Appleton WI 54914 Ann Allen 920-560-7000 920-560-7079 Ann.Allen@ansay.com Secura Insurance Company 22543 AIRPONE-01 Airport One ,LLC 116 S.Commercial St Neenah WI 54956 507757103 A X 1,000,000 X 500,000 5,000 1,000,000 2,000,000 X BP3381292 1/26/2023 1/26/2024 2,000,000 A 1,000,000 X X BP3381292 1/26/2023 1/26/2024 A X X 1,000,000CU33812931/26/2023 1/26/2024 1,000,000 X 10,000 Personal &Advert 1,000,000 Cyber Security Covg Cyber Security Covg 1st Prty Ann'l Aggr 3rd Prty Ann'l Aggr 50,000 50,000 Eagle County,Colorado PO Box 850 Eagle CO 81631 DocuSign Envelope ID: CAFCB3A4-8DA4-4F89-AAF2-68DF9D9160B8