INTERNET TRAVEL NETWORK AGP 101/102-CUSTOM 01/99
CONTRACT NO. 173225
CONTRACT EFFECTIVE DATE: July 1, 1998
EXHIBIT 10.17
SUBSCRIBER SERVICES AGREEMENT
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1. SERVICES
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The individual or entity specified on the Customer Profile ("Subscriber")
has requested and, pursuant to the terms and conditions of this Subscriber
Services Agreement ("Agreement"), Apollo Galileo USA Partnership ("AGP")
will provide to Subscriber the Services specified on each Services
Designator. This Agreement will apply to additional Services by agreement
of the parties without the necessity of signing a contract amendment. AGP's
provision of Services shall include a license to use the Software provided
hereunder. AGP will deliver and install the hardware and provide access to
Apollo Services, provided that Subscriber has, at its own expense, made any
construction, wiring or other modification necessary to install and connect
the Services.
2. DEFINITIONS
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For purposes of this Agreement, each of the following terms shall have the
meaning specified.
A. "Apollo Booking" means a booking for the services of an air, car,
hotel, cruise or tour vendor that participates in Apollo Services,
less cancellations thereof, which (i) is made by Subscriber directly
via the Services; (ii) results in a fee payable directly or indirectly
by the vendor to AGP; (iii) is not speculative, fictitious, or made
solely for the purpose of achieving productivity-based booking
objectives; and (iv) with respect to passive air bookings, has a BK,
GK or HK status code.
B. "Documentation" means all manuals, operating procedures, instructions,
guidelines, and other materials provided by AGP to Subscriber,
including oral instruction and electronic formats.
C. "Location" means the address, as specified on a Services Designator,
at which Services are provided by AGP.
D. "Services" means the Apollo Reservations and Ticketing Service (also
referred to as "Apollo Services") and related products, including all
software provided hereunder ("Software"), hardware, Documentation,
support, and such other services licensed, leased or provided to
Subscriber by AGP.
E. "Transaction" means a message accessing Apollo Services that is
transmitted by Subscriber.
3. USE OF SERVICES
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A. Subscriber will utilize the Services strictly in accordance with the
Documentation. Prohibited uses include servicing or training any third
party (except as expressly provided for in the Reservations Services
Attachment hereto); making speculative, duplicative or fictitious
bookings (except for test or demonstration purposes, which bookings
shall be promptly canceled); and any other use which may be prohibited
by AGP. Subscriber must limit access to the Services to its employees,
agents, subcontractors and consultants having a need for such access
for the purposes of servicing the travel requirements of clients
("Permitted Persons") and may not disclose or make the Services,
including Apollo Services displays, available to any other third
party. Subscriber shall be liable for any improper disclosure made by
the Permitted Persons.
B. If Subscriber licenses AGP's Selective Access/Global Access product,
Subscriber may authorize another AGP subscriber to access the client
records entered into Apollo Services by Subscriber; provided, however
(i) AGP shall have no responsibility or liability whatsoever with
respect to such authorization or access; and (ii) AGP may restrict
such access immediately upon written notice to Subscriber.
C. AGP will provide repair and maintenance services for the AGP hardware.
Subscriber is prohibited from performing repair and maintenance on the
AGP hardware itself or through a third party. Subscriber shall be
responsible for all costs and expenses of repair required for any
reason other than ordinary, authorized use. Subscriber may not
disconnect the Services.
D. AGP may, at its discretion, enhance or modify a Service and may offer
new Services to Subscriber; provided, however, no modification shall
be made which would be considered a hardware or Software
[*]=CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
downgrade without Subscriber's prior consent. Subscriber's use of any
enhanced, modified or new Service will constitute its agreement to the
terms and conditions pertaining to such use, which shall be
communicated to Subscriber in advance, either in written or electronic
form.
4. CHARGES
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A. Subject to the following productivity program, Subscriber will pay to
AGP all charges (plus taxes and other governmental assessments
directly applicable to the provision of Services by AGP) assessed by
AGP in accordance with this Agreement.
(i) Each month, AGP will calculate the number of Apollo
Bookings made by Subscriber during the prior month through
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the pseudo city codes specified on each Services Designator
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hereto ("Actual Bookings"). If Subscriber's Actual Bookings
meet or exceed [*], then AGP will apply a credit
("Apollo Booking Credit") to the charges incurred by
Subscriber during such prior month equal to $[*],
plus $[*] for each Actual Booking achieved during the
prior month in excess of [*]. If Subscriber's Actual
Bookings do not meet or exceed [*], then AGP will apply
an Apollo Booking Credit to the charges incurred by
Subscriber during such prior month equal to $[*]
multiplied by the Actual Bookings.
(ii) Every 6 months, the Apollo Booking Credit for each of the
prior 6 months will be applied to the charges incurred by
Subscriber during such 6-month period. If the total Apollo
Booking Credit is less than the total charges incurred
during the 6-month period, Subscriber will pay to AGP the
difference within 30 days of the reconciliation. If the
total Apollo Booking Credit exceeds the total charges for
such period, AGP will pay Subscriber the difference within
30 days of the reconciliation.
(iii) The calculations hereunder will be based solely on AGP's
records.
B. Initially, the Monthly Fixed Charges for terminal addresses ("TA's")
and global terminal identifiers ("GTID's") will be $[*] for [*]
TA's/GTID's. Upon completion of the first year of this Agreement, AGP
will calculate the then-current quantity of TA's/GTID's provided to
Subscriber hereunder and will multiply such quantity by $[*]. The
result thereof will be the Monthly Fixed Charges for TA's/GTID's for
the next 12 months. The TA/GTID Monthly Fixed Charges for each
subsequent year will be calculated in the same manner upon completion
of each year of this Agreement. TA's and GTID's may only be added or
deleted in blocks of 100 and Subscriber shall be assessed a fee of
$[*] for each request to add or delete blocks; provided, however,
AGP has agreed to waive the $[*] fee for the addition of blocks . At
such time Subscriber has been provided [*] TA's/GTID's, AGP reserves
the right to negotiate the terms under which additional TA's/GTID's
may be added.
C. Past due balances will accrue interest at the rate of one percent (1%)
compounded monthly or the maximum rate permitted by law, whichever is
less. Payments returned for insufficient funds or other reasons will
be assessed AGP's current fee therefor. AGP may assess fees for new
Services and for Services that are currently provided at no charge;
provided, however, in no event may AGP assess fees for Services that
are expressly waived pursuant to the terms of this Agreement.
5. TERM
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A. This Agreement will commence July 1, 1998 and will expire June 30,
2001; provided, however, Subscriber may elect to extend this Agreement
on a month-to-month basis for up to an additional six months.
Locations may be added to this Agreement during the first 24 months of
its term. The term of this Agreement for any such added Location will
commence on the first day of the month in which Services commence and
expire June 30, 2001.
B. Subject to availability, at Subscriber's request and upon AGP's
approval, Services may be added to existing Locations during the first
24 months of this Agreement. The term of this Agreement for any
approved additional Services will commence upon installation thereof
and will continue until June 30, 2001.
C. AGP reserves the right to negotiate the terms under which new
Locations and Services may be added during the last 12 months of the
initial term of this Agreement or during any extension of this
Agreement as specified in Article 5.A above; provided, however that
this Article 5.C shall apply only if Subscriber wishes to add capital
Services (i.e., Services which AGP purchases from a third party, such
as workstations and printers). This Article 5.C shall not apply to
Subscriber's addition of non-capital Services, such as communications
lines, TA's and GTID's.
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
D. Notwithstanding anything to the contrary in this Agreement, provisions
which by their nature and intent should survive its expiration or
termination, including, but not limited to, those relating to
confidentiality, liquidated damages, Software license restrictions,
and risk of loss, shall so survive.
6. LICENSE RESTRICTIONS
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Subscriber may not copy, reproduce or duplicate the Software and related
Documentation or any portion thereof, except to the extent reasonably
necessary for backup purposes. Subscriber may not modify, alter,
disassemble, reverse assemble, reverse compile, or reverse engineer the
Software or any portion thereof. The Software is the proprietary
information and trade secret of AGP, its licensors, or such other third
party with whom AGP has a distributorship agreement, or the licensors of
such third parties. All licenses for Software provided hereunder terminate
upon expiration or any termination of the Agreement.
7. RISK OF LOSS
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Subscriber has no ownership, right or title in or to any Service, and may
not remove identifying marks from the Services or subject same to any lien
or encumbrance. Subscriber accepts full responsibility for loss or damage
to the AGP-provided hardware and, in the event thereof, Subscriber must pay
AGP the insurance value therefor as specified on the Services Designator.
8. THIRD PARTY PRODUCTS
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Any product not provided by AGP ("Third Party Product") which sends
Transactions to or interfaces with Apollo Services may only do so through a
certified platform as identified in an Apollo Services profile. AGP shall
have no liability whatsoever with respect to Third Party Products and
Subscriber shall indemnify and hold harmless AGP for all claims against AGP
resulting from or related to a Third Party Product. In order to protect or
maximize the operability of Apollo Services, AGP may require that
Subscriber temporarily or permanently discontinue its use of any Third
Party Product. Subscriber acknowledges and agrees that the Reservation
Services, as described in the Reservation Services Attachment hereto, are
Third Party Products.
9. WARRANTIES
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A. AGP MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES OR ANY
PRODUCT OR SERVICE PROVIDED BY AGP, AND EXPRESSLY DISCLAIMS ALL
WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE.
B. Subscriber represents and warrants that no written or oral
representation or warranty made or information furnished by Subscriber
to AGP, including the Customer Profile, contains any untrue statement
of material fact.
10. LIMITATION OF LIABILITY
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AGP shall not be liable for and Subscriber hereby waives and releases AGP,
its owners, officers, directors, employees, affiliates, agents, successors
and assigns from all obligations and liabilities and all rights, claims and
remedies of Subscriber against them, express or implied, arising by law or
otherwise, due to any defects, errors, malfunctions, performance, failure
to perform, or use of the Services, or any part thereof, or for
interruptions of service, including any liability or claim in tort, for
acts of AGP's subcontractors, or for loss of revenue, profits or data, or
any other direct, indirect, incidental, special or consequential damages.
11. TERMINATION FOR CAUSE
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A. If either party (the "Defaulting Party") becomes insolvent; if a
receiver of the Defaulting Party's assets is appointed; if the
Defaulting Party takes any step leading to its cessation as a going
concern; or if the Defaulting Party ceases to do business or otherwise
ceases or suspends operations for reasons other than an event of force
majeure, then the other party may immediately terminate this Agreement
on written notice to the Defaulting Party or may require that certain
conditions are met in order to avoid such termination.
B. If either party (the "Defaulting Party") fails to perform or observe
any of its obligations hereunder, and such failure continues for a
period of 30 business days after written notice to the other party
(except in any circumstance where a cure is impossible in which case
there shall be no cure period), then the other party (the "Insecure
Party") may immediately terminate this Agreement. If Subscriber is the
Defaulting Party hereunder, then, without prejudice to any other
rights or remedies of AGP, including the right to recover
liquidated damages, all or any of the rights of Subscriber under this
Agreement shall, at the option of AGP, be terminated, reduced or
restricted.
12. INDEMNIFICATION
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A. Subscriber shall indemnify and hold harmless AGP, its owners,
officers, directors, employees, affiliates, agents, successors and
assigns, against and from any and all liabilities, damages, losses,
expenses, claims, demands, suits, fines or judgments, including
reasonable attorneys' fees, costs and expenses incident thereto, which
may be incurred by AGP by reason of any loss, damage, or destruction
of property, including loss of use thereof, or any other loss or claim
whatsoever, whether in contract or tort, law or equity, arising out of
or in connection with any act, failure to act, error or omission of
Subscriber, its owners, officers, directors, employees or agents in
the performance or failure of performance of its obligations under
this Agreement.
B. AGP warrants and agrees that it will defend any suit that may be
brought against Subscriber by any third party for alleged infringement
of any patent, trademark, copyright or other intellectual property
right relating to Subscriber's use of the Services, and that AGP will
indemnify and hold Subscriber harmless from and against any loss,
damages, costs and expenses (including attorneys' fees) which may be
incurred by the assertion of such third party claim. As a condition to
the foregoing, Subscriber shall (i) promptly notify AGP in writing of
the action; (ii) permit AGP full authority to defend or settle the
action; and (iii) cooperate with, and provide all available
information, assistance and authority to AGP to defend or settle the
action. AGP shall not be liable for any costs, expenses, damages or
fees incurred by Subscriber in defending such action or claim, unless
authorized by AGP in advance and in writing.
13. LIQUIDATED DAMAGES
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A. If AGP terminates this Agreement for cause, or if Subscriber
terminates this Agreement other than for cause, then Subscriber shall
pay to AGP liquidated damages as follows: (a) 80% of the product of
the Monthly Fixed Charges multiplied by the number of months remaining
under the term of this Agreement ("Remaining Months"); plus (b) 80% of
the product of the total amount of Variable Charges billed during the
month preceding termination multiplied by the Remaining Months; plus
(c) AGP's then-current Deinstallation Charge for removal of Services.
B. If there is an action to enforce this Agreement or seek remedies for
breach of this Agreement by a party hereto, then the prevailing party
shall be entitled to reimbursement from the non-prevailing party of
all attorneys' fees and court costs incurred by the prevailing party
in pursuing such action.
14. CONFIDENTIALITY
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Neither party shall disclose the trade secrets and proprietary and
confidential information of the other party, including, but not limited to,
the provisions of this Agreement; provided, however, either party may share
the terms of this Agreement with its accountant and attorney strictly on a
need-to-know basis or as required by law. Subscriber shall not use the
name, logo or product names of AGP in brochures, proposals, contracts or
other publicly disseminated materials without first securing AGP's written
approval.
15. GOVERNING LAW; JURISDICTION
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This Agreement and any disputes arising under or in connection with this
Agreement shall be governed by the internal laws of the State of Illinois,
without regard to its conflicts of laws principles. All actions brought to
enforce, arising out of or relating to this Agreement shall be brought and
tried in federal or state courts located within the County of ▇▇▇▇, State
of Illinois, and the parties hereby consent to submit to the personal
jurisdiction of such courts and to venue therein.
16. SALE AND ASSIGNMENT; AGENCY ACQUISITIONS
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A. Subscriber may not assign this Agreement without the prior written
consent of AGP, which consent shall not be unreasonably withheld. In
the event Subscriber sells substantially all of its assets, but fails
to secure AGP's consent to assign this Agreement, Subscriber will
remain liable to AGP to perform all of its obligations hereunder,
including the obligation to pay any and all charges specified in this
Agreement.
B. During the term of this Agreement, Subscriber may acquire a travel
agency and desire to obtain Services from AGP for such travel agency.
The parties acknowledge that if, at the time of such acquisition, such
travel agency does not subscribe to the Apollo Services, then the
terms and conditions of this Agreement
shall apply to all Services provided hereunder for such acquired
travel agency. The parties further acknowledge that if, at the time of
the acquisition, the travel agency is a party to a valid Apollo
agreement ("Other Agreement"), then the terms and conditions of this
Agreement shall apply to all Services provided hereunder for such
acquired travel agency; provided, however, that (i) there is less than
24 months remaining in the term of the Other Agreement; and (ii) if
financial assistance was provided under the Other Agreement which was
not conditional upon the travel agency's achievement of certain
booking levels, then AGP shall be reimbursed a pro rata share of such
financial assistance provided, based on the number of months remaining
in the term of the Other Agreement.
17. GENERAL
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A. Except for Subscriber's payment obligations hereunder, neither party
shall be deemed to be in default or liable for any delays if and to
the extent that performance is delayed or prevented by force majeure.
B. AGP or its agent shall, upon providing reasonable notice, have the
right to enter upon any Location during normal business hours for the
purpose of (i) monitoring, inspecting, or repairing the AGP hardware;
(ii) monitoring the users' operation of the Services; and (iii)
removing the Services upon termination of this Agreement.
C. Nothing in this Agreement is intended or shall be construed to create
any agency, partnership or joint venture relationship between the
parties.
D. The failure of either party to exercise or its waiver or forbearance
of any right or privilege under this Agreement shall not be construed
as a subsequent waiver or forbearance of any such term or condition.
E. Any notice permitted or required to be given hereunder shall be sent
by first class mail, postage prepaid, or by any more expedient written
means to the address of Subscriber as specified on the Customer
Profile; notices to AGP shall be sent to: Apollo Galileo USA
Partnership, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇,
ATTN: Legal Department-Contract Notices.
F. If any provision of this Agreement is held invalid or otherwise
unenforceable, the enforceability of the remaining provisions will not
be impaired thereby.
18. ENTIRE AGREEMENT
----------------
This Agreement, together with any attachments now or hereafter made, each
of which is, without further affirmation, added to and made a part hereof,
constitutes the entire agreement and understanding of the parties on the
subject matter hereof and, as of the Contract Effective Date, supercedes
all prior written and oral agreements between the parties pertaining to the
subject matter hereof. In the event that the provisions of an attachment
conflict with any terms herein, then the provisions of the attachment shall
control.
By signing below, the parties acknowledge their acceptance of the terms and
conditions of this Agreement and its attachments.
SUBSCRIBER APOLLO GALILEO USA PARTNERSHIP
Signature: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Signature: /s/ ▇▇▇▇▇ Laprenere
------------------------ --------------------------
Printed Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Printed Name: ▇▇▇▇▇ Laprenere
--------------------- -----------------------
Title: V P Finance Title: Manager Contracts
---------------------------- ------------------------------
Date: 1/18/99 Date: Jan 20 1999
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OPTIONAL SERVICES ATTACHMENT
________________________________________________________________________________
AGP will provide the following optional Services as requested and paid for by
Subscriber. The charges ("Variable Charges") are assessed monthly, unless
otherwise specified. Other optional Services may be offered to Subscriber from
time to time. Subscriber's use of an optional Service will constitute its
agreement to pay the associated Variable Charges and to follow the procedural
guidelines established by AGP. AGP may discontinue its provision of an optional
Service upon written notice to Subscriber. For purposes of this Attachment, the
term "pseudo" means the unique alpha/numeric designator(s) assigned by AGP for a
Location.
1. AUTOMATED TICKET AND BOARDING PASS (HOME OFFICE LOCATION AND BRANCHES)* $ [*] each
2. AUTOMATED TICKET AND BOARDING PASS (SATELLITE PRINTER LOCATIONS)* $ [*] each
*On a monthly basis, per Location, AGP will calculate the total number of
transmissions resulting in each of the following: tickets (including
electronically transmitted tickets or entitlements), boarding passes,
itineraries, invoices (including those utilizing the Ticket Invoice
Numbering System "TINS"), and machinable interface records. The greatest
quantity of transmissions for one of these items will be assessed the
$[*] each charge.
3. OPTIONAL TRANSITIONAL TICKET STOCK
Ticket Transmission (including electronically transmitted tickets and entitlements) $ [*] each
Itinerary and Machinable Interface Record Transmission [*] each
Itinerary Invoice Using TINS [*] each
4. PRO-FILES - [*] per pseudo per month at no charge; thereafter: [*] each
5. PREVIEW PLUS
Demand Mode [*] per request
Quick Return Mode [*] per request
Batch Mode n/c
6. PRINT QUEUE [*] per request
7. AUTOMATED ARC REPORT [*] per pseudo
8. GROUPMANAGER TICKET SUMMARY REPORT [*] per pseudo
9. PAST DATE QUICK (maximum $[*] per month, per pseudo) [*] per record
10. SELECTIVE ACCESS / GLOBAL ACCESS
One-Time Fee $ [*]
Customized Permission Record [*] each
11. SPECTRUM
One-Time Fee [*] per location
Monthly Fee [*] per location
Spectrum Enhancement Software; per release (one-time fee) [*] per location
12. TELECHECK
Activation Fee (one-time) [*] per pseudo
Monthly Fee [*] per pseudo
Transaction Fee - [*] per pseudo per month at no charge; thereafter: [*] each
13. ADDRESS VERIFICATION (fee waived for Telecheck subscribers) [*] per pseudo
14. PRIVATEFARES (one-time) $ [*]
15. BEST BUY QUOTE
Base Fee - Per Access Device (maximum $[*] per Location) [*] each
An "Access Device" is any component at which a point of access to
Apollo Services is provided, including, but not limited to, AGP and
Subscriber workstations, terminal addresses and global terminal
identifiers.
Transaction Fee - 500 Best Buy Quote Transactions per Access Device
(maximum [*] Best Buy Quote Transactions per Location) are included in
Base Fee; thereafter: $ [*] each
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
OPTIONAL SERVICES ATTACHMENT (continued)
16. APOLLO MONITOR $ [*] per pseudo
17. FOCALPOINT DIAL-UP EDITION
One-Time License Fee $ [*] per license
Disconnect Fee $ [*]
Usage Fee (per license; usage prorated in one minute increments after minimum is met) $ [*] minimum
Local Access* [*] per hour
Domestic 800 Number Access (if local access is not available) [*] per hour
International Access* (based on international gateway of telephone call) [*] per quote
(*currently provided by MCI)
Additional Documentation [*] per quote
18. GLOBALWARE
Monthly Maintenance Fee (as specified on Services Designator)
Help Desk - Phone Support Fee $ [*] per minute
19. APOLLOWISE
$[*] per Transaction in excess of Baseline Transactions for the month
(defined as an average of [*] Transactions per Apollo Booking per month).
20. MEMBERSHIP PRO-FILE (per master account record, plus PRO-file charge specified above) $ [*] per month
21. ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
Initial License Fee (first site) $ [*] one-time fee
Additional License Fee (each additional site) $ [*] one-time fee
Transaction Fee, per passenger name record (subject to [*] monthly minimum) $ [*] each
Change of Banner Graphic $ [*] per charge
22. MAINTENANCE PREMIUM [*] per quote
Applies for Subscriber-requested hardware maintenance outside the scope of
AGP's standard maintenance service. A service charge may be assessed for
failure or refusal to admit technician for scheduled service call.
23. EXTENDED SUPPORT SERVICES (third-party software phone support) $ [*] per minute
24. PROJECTS [*] per quote
Applies for projects such as equipment installations, deinstallations,
reconfigurations, upgrades, and office relocations.
25. SUPPLIES, TRAINING MATERIALS, MARKETING MATERIALS $ [*] then current charges
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
WAIVED VARIABLES ATTACHMENT
________________________________________________________________________________
Notwithstanding the provisions of the Optional Services Attachment to the
Agreement, the following provisions shall apply:
1. AGP will waive the Variable Charges for the following optional Services,
provided that Subscriber is meeting all of its obligations under the
Agreement.
TICKETING AND RELATED DOCUMENTS (ATB AND OPTAT)*
Tickets
Boarding Passes
Itineraries
Invoices (including TINS)
Machinable Interface Records
(*These charges shall be waived for the home office Location and full
service branches, as well as outplant Locations which perform reservation
and ticketing functions. The fees incurred at remote satellite ticket
printer Locations will not be waived.)
PRO-FILES - THE FEES FOR 1,000 PRO-FILES PER MONTH WILL BE WAIVED
PREVIEW PLUS (all modes)
PRINT QUEUE
AUTOMATED ARC REPORT
GROUPMANAGER TICKET SUMMARY REPORT
PAST DATE QUICK
[*] - Monthly Maintenance Fees
The monthly maintenance fees for GlobalWare shall be waived. Subscriber
remains responsible to pay for all other fees pertaining to GlobalWare,
including, but not limited to, the support fees assessed in accordance
with this Agreement.
[*]
TELECHECK
[*]
FOCALPOINT DIAL-UP EDITION - One-Time License Fee
The one-time license fee for Focalpoint Dial-Up Edition shall be waived.
Subscriber remains responsible to pay for all other fees pertaining to
Focalpoint Dial-Up Edition, including, but not limited to, the usage fees,
disconnection fees, and additional documentation fees.
[*]
[*]
2. AGP and Subscriber have agreed to modify the pricing structure for the
following Services:
APOLLOWISE
The $[*] per Transaction fee will be reduced to $[*] per Transaction,
and applies for Transactions in excess of Baseline Transactions for the
month.
The Baseline Transaction of [*] will be increased to [*], and is defined
as the average Transactions per Apollo Booking per month.
BEST BUY QUOTE
Subscriber shall pay to AGP $[*] per Best Buy Quote Transaction, and the
$ [*] per month, per device fee shall be waived.
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TRATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
RESERVATION SERVICES ATTACHMENT
________________________________________________________________________________
Subscriber has requested and AGP has agreed that Subscriber may use the Services
for the purpose of allowing individuals ("Users") to make air, car, hotel and
other travel-related bookings via the Internet, whereby Subscriber may make such
bookings on behalf of another travel agency via emulation of such travel agency
("Other Agency") or may route a booking made by a User to the travel agency
selected by the User ("Ticketing Agency") for ticketing purposes only. The
parties acknowledge that Subscriber may be one such Ticketing Agency. The
services provided by Subscriber as contemplated herein shall be collectively
referred to as the "Reservation Services".
1. GALILEO SYSTEM
--------------
An Other Agency or a Ticketing Agency may subscribe to the Apollo
computerized reservation system or the Galileo computerized reservation
system (each a "System"). Accordingly, AGP shall provide Subscriber access
to the Galileo System for the sole purpose of emulating Other Agencies that
use the Galileo System and routing bookings to Ticketing Agencies that use
the Galileo System. All terms and conditions of the Agreement that pertain
to the Apollo System shall apply equally to the Galileo System. The parties
acknowledge and agree that Subscriber's provision of Reservations Services to
subscribers of the Galileo System shall, under this Agreement, be limited to
those subscribers serviced by a Distributor (as defined below) which is owned
and controlled by Galileo International, L.L.C.
2. SUBSCRIBER'S RESPONSIBILITIES
-----------------------------
A. Subscriber is solely responsible to ensure that the Reservations Services
are compatible with the Systems and any modifications thereto. Further,
Subscriber is solely responsible to, and represents and warrants to AGP
that it shall use its best efforts to comply with all laws and
regulations of the countries within which it does business, including,
but not limited to, data protection laws.
B. In order to allow Subscriber to access the passenger name records and
PRO-file/Client File data contained in a System ("Records") for an Other
Agency, Subscriber must secure the written authorization from such Other
Agency to allow AGP or, in the case of an Other Agency which uses the
Galileo System, the distributor of such System ("Distributor") to
programmatically permit such access. The authorization shall be provided
in one of the following forms:
(i) If the Other Agency has contracted with Subscriber to receive
Reservation Services, then such Other Agency shall execute the
Request for Reservation Services (Agency) in the form attached
hereto as Exhibit A. Exhibit A shall be completed to identify
the appropriate Distributor and its address.
(ii) If a corporate client of the Other Agency ("Client") has
contracted with Subscriber to receive Reservation Services, then
the Other Agency shall execute the Request for Reservation
Services (Client) in the form attached hereto as Exhibit B.
Exhibit B shall be completed to identify the appropriate
Distributor and its address.
(iii) The parties agree that Requests for Reservation Services that
were executed under prior contract no. 30586 which remain valid
as of execution of this Agreement shall be deemed to be
authorized Requests for Reservation Services under this
Agreement.
The parties acknowledge that the Distributors may, at their discretion,
modify the terms of Exhibits A and B. Requests for Reservation Services
shall be mailed to the Distributor at the address specified on Exhibit
A or B, as applicable.
C. AGP shall waive the monthly fee of $[*] for each location of an Other
Agency with respect to which Subscriber provides Reservation Services.
D. Subscriber or the Other Agency shall provide AGP [*] days' prior
written notice when terminating an Other Agency's Reservation Services.
In the event that the Reservation Services become incompatible with
Apollo Services, and Subscriber is unable to rectify the
incompatibility, then Subscriber shall provide AGP prompt written
notice thereof and this Attachment shall be immediately terminated.
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
3. DISTRIBUTOR'S RESPONSIBILITIES
------------------------------
AGP will use reasonable efforts to cause Distributor to provide
Subscriber access to the Records of the Other Agency within [*] days of
receipt of a Request for Reservation Services therefor. AGP will use
reasonable efforts to cause Distributor to disengage access to the
Records of the Other Agency within [*] days of receipt of written notice
therefor.
4. USE, INDEMNIFICATION AND WAIVER
-------------------------------
A. When performing Reservation Services, Subscriber shall use the
information contained in the Records solely for display entries, and
to make bookings and ticket as necessary to service Other Agencies
and Clients. Subscriber shall be liable for all monetary damages
suffered by an Other Agency as a result of any misuse by Subscriber
of the System or its access to the System. After any such misuse, AGP
may, at its option and upon written notice to Subscriber, immediately
terminate this Attachment.
B. Subscriber hereby agrees to release and indemnify and hold AGP, its
owners, officers, directors, agents, employees, affiliates,
successors and assigns, and each Distributor harmless from and
against any and all liabilities, damages, losses, expenses, claims,
demands, suits, fines or judgments, including, but not limited to,
attorneys' fees, costs and expenses incident thereto, which may be
suffered by, accrue against, be charged to or be recovered from AGP,
its owners, officers, directors, agents, employees, affiliates,
successors or assigns, or a Distributor by reason of, arising out of
or in connection with, any claim by a third party arising out of or
in connection with: (i) any act, error or omission of Subscriber, its
owners, officers, directors, agents or employees, or any act, error
or omission of an Other Agency or a Client, under or relating to this
Agreement or relating in any way to the Reservation Services; or (ii)
any claim that the use of any data, systems or software by
Subscriber, an Other Agency, or a Client in connection with
Reservation Services infringes any patent, copyright, trademark or
any other proprietary right of any person or entity.
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
EXHIBIT A
01/99
REQUEST FOR RESERVATION SERVICES
--------------------------------
(AGENCY)
--------
FROM: TO:
__________________________________ ______________________________________
Name of Agency - Pseudo City Code Name of Distributor
__________________________________ ______________________________________
Mailing Address Mailing Address
__________________________________ ______________________________________
AND TO:
Planned Activation Date:__________ Internet Travel Network / Pseudo SR7
("ITN")
▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
1. The undersigned travel agency ("Agency") desires to utilize ITN's various
reservation services ("Reservation Services") and, in accordance therewith,
Agency hereby authorizes the above-named Distributor to programmatically
permit ITN to access passenger name records, PRO-files, Client Files and
other similar information created and maintained by Agency (the "Records") in
the Apollo or Galileo computerized reservation system ("System"), such access
to be permitted solely and exclusively for the purposes of providing the
Reservation Services to Agency and ITN agrees not to use or disclose any of
the information contained in the Records except for these purposes. ITN
warrants that it will act at all times in accordance with all applicable laws
with regard to the access provided hereunder. Agency warrants that it has,
where required by law, gained the consent of the passenger concerned for
access to be provided to personal data by ITN.
2. Agency agrees to release and indemnify, defend and hold Apollo Galileo USA
Partnership, its owners, officers, directors, employees, affiliates, agents,
successors and assigns (collectively, "AGP"), and Distributor harmless from
any and all liabilities, damages, losses, expenses, claims, demands, suits,
fines or judgments (including litigation costs, expenses and reasonable
attorneys' fees) which may be made, had, brought or recovered by any third
person by reason of or on account of Agency's use of, or action or inaction
in connection with, the Reservation Services, or which arises out of or in
connection with any claim that the use of any data, software or system by ITN
in connection with providing the Reservation Services to Agency infringes any
patent, copyright, trademark or any other proprietary right of Agency or any
other person or entity.
Agency waives and releases any and all obligations and liabilities of AGP and
Distributor, and any and all rights, claims and remedies against AGP and
Distributor, express or implied, arising by law or otherwise and solely
resulting from any System delays, errors, malfunctions or interruptions of
service experienced by ITN, whether or not beyond the control of Distributor
or caused in whole or in part by the negligence of Distributor, including any
liability, obligation, right, claim or remedy in tort, and including any
liability, obligation, right, claim or remedy for loss of revenue or profit
or any other indirect, incidental or consequential damages.
3. Agency has designated above, and on an additional page attached hereto if
necessary, the name, address and pseudo city code of each Agency location
which is covered under its agreement for access to the System (the "System
Agreement") and for which Reservation Services are to be provided. If, after
the execution of this Request, Agency elects to add branch locations which
are covered under its System Agreement, Agency shall provide Distributor and
ITN with additional Requests for Reservation Services.
4. ITN or Agency may terminate ITN's access to the Records at any location
included in this Request with 30 days' prior written notice to the other
affected entities. Notwithstanding the foregoing, if Agency's System
Agreement or the agreement between ITN and AGP regarding the Reservation
Services is terminated for any reason, the Reservation Services provided for
hereunder shall terminate concurrently therewith.
AGENCY
Signature: ___________________________________________________________
Printed Name: ___________________________________________________________
Date: ___________________________________________________________
EXHIBIT B
01/99
REQUEST FOR RESERVATION SERVICES
--------------------------------
(CLIENT)
--------
FROM: TO:
__________________________________ ______________________________________
Name of Agency Name of Distributor
__________________________________ ______________________________________
Mailing Address Mailing Address
__________________________________ ______________________________________
__________________________________ AND TO:
Name of Client - Pseudo City Code
Internet Travel Network / Pseudo SR7
("ITN")
▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇
Planned Activation Date:__________ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
1. The undersigned travel agency ("Agency") desires to utilize Internet Travel
Network's ("ITN") various reservation services ("Reservation Services")
solely for its above-named corporate client ("Client") and, in accordance
therewith, Agency hereby authorizes the above-named Distributor to
programmatically permit ITN to access passenger name records, PRO-files,
Client Files and other similar information created and maintained by Agency
within the pseudo city code, as specified above, of the Client (the
"Records") in the Apollo or Galileo computerized reservation system
("System"), such access to be permitted solely and exclusively for the
purposes of providing the Reservation Services to Client and ITN agrees not
to use or disclose any of the information contained in the Records except for
these purposes. ITN warrants that it will act at all times in accordance
with all applicable laws with regard to the access provided hereunder.
Agency warrants that it has, where required by law, gained the consent of the
passenger concerned for access to be provided to personal data by ITN.
2. Agency agrees to indemnify, defend and hold Apollo Galileo USA Partnership,
its owners, officers, directors, employees, affiliates, agents, successors
and assigns (collectively, "AGP"), and Distributor harmless from any and all
liabilities, damages, losses, expenses, claims, demands, suits, fines or
judgments (including litigation costs, expenses and reasonable attorneys'
fees) which may be made, had, brought or recovered by any third person by
reason of or on account of Agency's use of or action or inaction in
connection with the Reservation Services, or which arises out of or in
connection with any claim that the use of any data, software or system by
Agency in connection with the Reservation Services infringes any patent,
copyright, trademark or any other proprietary right of any person or entity.
Agency waives and releases any and all obligations and liabilities of AGP and
Distributor, and any and all rights, claims and remedies against AGP and
Distributor, express or implied, arising by law or otherwise and solely
resulting from any System delays, errors, malfunctions or interruptions of
service experienced by ITN, whether or not beyond the control of Distributor
or caused in whole or in part by the negligence of Distributor, including any
liability, obligation, right, claim or remedy in tort, and including any
liability, obligation, right, claim or remedy for loss of revenue or profit
or any other indirect, incidental or consequential damages.
3. ITN or Agency may terminate ITN's access to the Records at any location
included in this Request with 30 days' prior written notice to the other
affected entities. Notwithstanding the foregoing, if Agency's agreement for
access to the System or the agreement between ITN and AGP regarding
Reservation Services is terminated for any reason, the Reservation Services
provided for hereunder shall terminate concurrently therewith.
AGENCY
Signature: ___________________________________________________________
Printed Name: ___________________________________________________________
Date:
SERVICES DESIGNATOR
_______________________________________________________________________________
PSO: 1GOM INTERNET TRAVEL NETWORK
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇.
▇▇▇▇ ▇▇▇▇. ▇▇ ▇▇▇▇▇
-------------------------------------------------------------------------------
MONTHLY ONE-TIME INSURANCE
SERVICES FIXED CHARGES CHARGES VALUE
-------- ------------- ------- ---------
8 MODEM $ [*] $ [*]
1 TCP/IP MODEM $ [*] $ [*]
1 ROUTER - 3 PORT - ETHERNET $ [*] $ [*]
15 GOBAL TERMINAL ID $ [*] $ [*]
55 NON-FOCALPOINT GOBAL TERMINAL ID $ [*] $ [*]
800 TERMINAL ADDRESSES $ [*] $ [*]
1 TCP/IP 56 KB LINE $ [*] $ [*]
8 COMM LINE ENHANCED $ [*] $ [*]
1 PRINT SERVER 486 9MB RAM 270MB HD ETHERNET $ [*] $ [*]
2 APOLLO DOCUMENT PRINTER $ [*] $ [*]
1 OKIDATA 320 PTR $ [*] $ [*]
1 T1B10 PRT $ [*] $ [*]
2 STACKER UNSECURED $ [*] $ [*]
1 ACCESS CHARGE $ [*] $ [*]
1 INTERFACE - MONTHLY $ [*] $ [*]
TOTAL MONTHLY FIXED CHARGE $[*]
TOTAL INSURANCE VALUE $[*]
PROMOTIONAL SUPPORT: $[*]
ALT PSEUDO: 1QG4 SR7
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
IMPORTANT - READ CAREFULLY BEFORE USING OR CONTINUING TO USE ANY FOCALPOINT*
PRODUCT. The following License Agreement applies to you. By using any version of
Focalpoint containing Microsoft software, after receipt of this License
Agreement, you indicate your acceptance of the following Microsoft License
Agreement.
This is a legal agreement between you (either an individual or an entity) and
Microsoft Corporation. By using any version of Focalpoint containing Microsoft
software after your receipt of this License Agreement, you are agreeing to be
bound by the terms of this agreement. If you do not agree to the terms of this
agreement, promptly return the unused Focalpoint software in your possession and
the accompanying items (including written materials and binders or other
containers) to the place you obtained them.
GRANT OF LICENSE. This License Agreement permits you to use one copy of the
Microsoft software program (the "SOFTWARE") on a single computer. The SOFTWARE
is in "use" on a computer when it is loaded into temporary memory (i.e. RAM) or
installed into permanent memory (e.g., hard disk, CD-ROM, or other storage
device) of that computer. However, installation on a network server for the
sole purpose of internal distribution shall not constitute "use" for which a
separate license is required, provided you have a separate license for each
computer to which the SOFTWARE is distributed.
COPYRIGHT. The SOFTWARE is owned by Microsoft or its suppliers and is protected
by United States copyright laws and international treaty provisions. Therefore,
you must treat the SOFTWARE like any other copyrighted material (e.g., a book or
musical recording) except that you may either (a) make one copy of the SOFTWARE
------
solely for backup or archival purposes, or (b) transfer the SOFTWARE to a single
hard disk provided you keep the original solely for backup or archival purposes.
You may not copy the written materials accompanying the SOFTWARE.
OTHER RESTRICTIONS. You may not rent or lease the SOFTWARE, but you may
transfer the SOFTWARE and accompanying written materials on a permanent basis
provided you retain no copies and the recipient agrees to the terms of this
Agreement. You may not reverse engineer, decompile, or disassemble the
SOFTWARE. If the SOFTWARE is an update or has been updated, any transfer must
include the most recent update and all prior versions.
LIMITED WARRANTY. Microsoft warrants that the SOFTWARE will perform
substantially in accordance with the accompanying written materials for a period
of ninety (90) days from the date of receipt. Any implied warranties on the
SOFTWARE are limited to ninety (90) days. Some states/jurisdictions do not
allow limitations on duration of an implied warranty, so the above limitation
may not apply to you.
NO OTHER WARRANTIES. To the maximum extent permitted by applicable law,
Microsoft and its suppliers disclaim all other warranties, either express or
implied, including, but not limited to, implied warranties of merchantability
and fitness for a particular purpose, with regard to the SOFTWARE and the
accompanying written materials. This limited warranty gives you specific legal
rights. You may have others which vary from state/jurisdiction to
state/jurisdiction.
NO LIABILITY FOR CONSEQUENTIAL DAMAGES. To the maximum extent permitted by
applicable law, in no event shall Microsoft or its suppliers be liable for any
damages whatsoever (including, without limitation, damages for loss of business
profits, business interruption, loss of business information, or any other
pecuniary loss) arising out of the use of or inability to use this Microsoft
product, even if Microsoft has been advised of the possibility of such damages.
Because some states/jurisdictions do not allow the exclusion or limitation of
liability for consequential or incidental damages, the above limitation may not
apply to you.
U.S. GOVERNMENT RESTRICTED RIGHTS. The SOFTWARE and documentation are provided
with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is
subject to restrictions as set forth in subparagraph (c)(1)(ii) of The Rights in
Technical Data and Computer Software clause of DFARS 252.227-7013 or
subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted
Rights at 48 CFR 52.227-19, as applicable. Manufacturer is Microsoft
Corporation/One Microsoft ▇▇▇/▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇.
If you acquired this product in the United States, this Agreement is governed by
the laws of the State of Washington. If this product was acquired outside the
United States, then local law may apply.
Should you have any questions concerning this Agreement, or if you desire to
contact Microsoft for any reason, please contact your local Microsoft subsidiary
or sales offices or write: Microsoft Sale and Service/One Microsoft
▇▇▇/▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇.
* AGP is the authorized licensee of Focalpoint, a registered trademark of
Galileo International.
________________________________________________________________________________
According to the terms hereof, AGP will license to Subscriber Focalpoint SE
(Special Edition) Software which allows Subscriber to utilize its own hardware
and local area network (LAN) operating environment.
1. Subscriber may copy the Focalpoint SE Software for its internal use only and
may install it on an unlimited number of Subscriber workstations. If
Subscriber accesses Apollo Services via an ALC network, then the number of
users who may concurrently access Apollo Services at a Location is equal to
the number of terminal addresses ("TA's") specified on the Services
Designator for that Location. If Subscriber accesses Apollo Services via a
TCP/IP network, then the number of users who may concurrently access Apollo
Services at a Location is equal to the number of global terminal identifiers
("GTID's") specified on the Services Designator for that Location.
2. Subscriber is responsible for obtaining, implementing, supporting, and
maintaining the LAN, the LAN operating system, the workstation operating
system, and all hardware and other software required for the operation of
Focalpoint SE, but which is not provided by AGP. AGP has no responsibility
whatsoever with respect to the foregoing and system response time
responsibility is limited to AGP's wide area network (i.e., the Apollo
Services mainframe to the modem provided by AGP). At Subscriber's request
and upon AGP's approval, support services for the foregoing are available
from AGP, at Subscriber's expense.
________________________________________________________________________________
According to the terms hereof, AGP will license to Subscriber Focalpoint Dial-Up
Software ("Dial-Up Software") which permits a direct computer-to-computer link
between a user's computer hardware and Apollo Services, for use by Subscriber's
employees or clients ("Users").
1. FOCALPOINT DIAL-UP SOFTWARE LICENSE
-----------------------------------
Each User may utilize the Dial-Up Software only for the purpose of
establishing a direct computer-to-computer link to Apollo Services for travel
related services and functionality, excluding ticketing applications.
2. SUBSCRIBER RESPONSIBILITIES
---------------------------
A. Subscriber must ensure that each User secures the appropriate hardware and
software necessary to utilize the Dial-Up Software in accordance with the
product Documentation. AGP will not provide Users any hardware, third-
party software, or support with respect to the Dial-Up Software.
B. Subscriber must ensure that the end user license agreement is provided to
each User along with the Dial-Up Software.
C. Subscriber is responsible for (i) installing the Dial-Up Software; (ii)
training each of its Users; and (iii) ensuring that all Users have
adequate expertise in all areas of Apollo Services functionality necessary
to utilize the Dial-Up Software.
D. Subscriber is permitted to make copies of the Dial-Up Software for
distribution to its Users. Subscriber is responsible for duplicating and
distributing the Dial-Up Software and maintaining the integrity of the
Dial-Up Software during the duplication process. A Dial-Up Software
license may not be transferred from one User to another.
E. If Subscriber requires a replacement diskette, a new license must be
ordered and the applicable one-time fee will apply. Subscriber will pay
the appropriate third party for the communications costs incurred in
conjunction with its use of Dial-Up Software.
3 TERMINATION
-----------
Either party may terminate a Dial-Up Software license upon thirty (30) days
prior written notice to the other party.
EXISTING OBLIGATION ATTACHMENT
________________________________________________________________________________
If AGP terminates the Agreement for cause or if Subscriber terminates the
Agreement other than for cause, then, in addition to any other amounts owing
under the Agreement due to any such event, Subscriber will be required to pay
AGP the amount of $[*], plus interest at the maximum rate permitted by law
calculated from the Contract Effective Date. This amount represents a portion of
a prior debt for which Subscriber has agreed to be responsible and which AGP has
agreed to conditionally waive upon the execution of the Agreement.
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
EQUIPMENT ACTION CREDIT ATTACHMENT
________________________________________________________________________________
1. During the term of the Agreement, AGP will credit up to $[*] ("Equipment
Action Credit") of the project-related charges incurred by Subscriber under
the Agreement for installation, deinstallation, reconfiguration, upgrade,
exchange, or relocation of equipment leased from AGP, provided that such
activities are performed in accordance with the Agreement and that Subscriber
is meeting all of its obligations under the Agreement.
2. The Equipment Action Credit may not be applied to any charges incurred under
the Agreement other than those described above and may not be applied to
deinstallation charges resulting from Subscriber's breach of the Agreement.
The Equipment Action Credit, or any portion thereof, may not be redeemed for
cash and any unused portion shall be forfeited upon termination of the
Agreement.
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
CUSTOMER PROFILE CONTRACT ▇▇. ▇▇▇▇▇▇
▇▇▇ ▇▇▇ ▇▇/▇▇ HOME OFFICE LOCATION PSEUDO 1G0M
-------------------------------------------------------------------------------------------------------------------
TO BE COMPLETED BY SUBSCRIBER:
Subscriber's Official Name Internet Travel Network
----------------------------------------------------------------------------------------
D/B/A (Doing Business As) Small World Travel
----------------------------------------------------------------------------------------
Home Office Location (HOL) Address ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------------------------------------------------
▇▇▇▇, ▇▇▇▇▇, Zip Code ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
---------------------------------------------------------------------------------------------
County Santa ▇▇▇▇▇
------------------------------------------------------------------------------------------------------------
Phone Number (▇▇▇) ▇▇▇-▇▇▇▇ Fax Number (▇▇▇) ▇▇▇-▇▇▇▇
----------------------------------- ------------------------------------------------------
Business Entity: X Corporation _____ Limited Liability Company _____ Partnership
-----
_____ Sole Proprietorship _____ Other (describe)
State of Incorporation or Partnership Formation California
-------------------------------------------------------------------
HOL ARC Number ▇▇-▇▇▇▇▇-▇ Tax I.D. Number 93-11844437
--------------------------------------------- -------------------------------------
Landlord Name _____________________________________________ Landlord Phone Number _______________________________
Bank Name and Account No. ▇▇▇▇▇ Fargo Bank [*]
-----------------------------------------------------------------------------------------
PRINCIPALS (List Owners/Partners; Attach Additional Page if Necessary)
----------
1. Mr./Ms.___________________________________________________ Social Security No.___________________________
Title ______________________________________________________________ Home Phone___________________________
Home Address
2. Mr./Ms.___________________________________________________ Social Security No.______________________
Title ______________________________________________________________ Home Phone_______________________
Home Address______________________________________________________________________________________________
3. Mr./Ms.___________________________________________________ Social Security No.______________________
Title ______________________________________________________________ Home Phone_______________________
Home Address______________________________________________________________________________________________
NOTICES
-------
Subscriber requests that notices under the Agreement be sent to Subscriber at
the following address (no P.O. Box):
Internet Travel Network
----------------------------------------------------------
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
----------------------------------------------------------
ATTN: ▇▇▇ ▇▇▇▇▇▇
----------------------------------------------------
SIGNATURE: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ DATE: 1/8/99
---------------------------------------- ----------
Please provide Apollo Galileo USA Partnership ("AGP") written notice, as
specified in the notices section of the Agreement, of any changes to this
information.
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.