| Your travel agency ("Agent") has entered into the Agent Reporting Agreement (the "ARC Agreement")
with the Airlines Reporting Corporation ("ARC") whereby Agent has been appointed ("Agent's Appointment") to act as an agent
for American Airlines, Inc. ("American") in the sale of air transportation. Effective December 19, 2006, Agent's continued
sale of air transportation on American shall evidence our mutual agreement that the following shall constitute a
clarification of Agent's responsibilities and duties under the ARC Agreement or additional terms and
conditions. |
1. Appointment.
American may independently review any of Agent's locations that are approved by ARC (the "Agency Locations"). The review may
include on-site inspection of any Agency Location to determine that Agent's operations comply with American's requirements
for its agents in the sale of air transportation. Without limitation, and in its sole discretion and at any time, American
may, upon written notice to Agent, immediately terminate its appointment of any Agency Location or Agent's Appointment. If
any Agency Location is terminated, Agent may not act in any agency capacity for the sale of air transportation on American
from the terminated location. If Agent's Appointment is terminated, Agent may not act in any agency capacity whatsoever for
the sale of air transportation on American.
2. Commissions.
(a) American does not currently pay base commissions to agents for the sale of air transportation. American, in its sole
discretion, reserves the right to modify its commission policy at any time.
(b) Limitations on Any Commissions. If American chooses to pay any commissions for the sale of
air transportation, American will pay commissions to Agent only in accordance with its then-current policy and only for
Agent's issuance of standard tickets that show American as the ticketing carrier and that are properly issued in accordance
with the ARC Agreement and this Addendum. Agent shall not be entitled to any commission for (1) tickets for which a full or
partial refund is made, (2) late or unreported tickets, or (3) tickets issued to owners, officers, directors, stockholders,
members, partners, or employees of either Agent or any person or entity which controls, is controlled by, or is under common
control with Agent. Any commissions are based on the fare paid only, and American will not pay any commissions on
governmental or similar taxes, fees, and charges, or fees or charges collected by Agent for its own account or for the
account of a third party.
3. Compliance with American's Rules and Rates.
(a) General. Agent shall strictly adhere to American's current instructions, rules, regulations,
requirements, conditions of sale or carriage, tariffs, and procedures (the "Rules") in booking any reservation or issuing,
reissuing, selling, exchanging, refunding, or reporting any ticket calling for transportation on American. Failure to comply
subjects Agent to debit memos from American for an amount equal to either the cost of the ticket, the difference between the
fare paid and the applicable fare, or an administrative service charge, as American deems appropriate, and termination of
Agent's appointment. Agent acknowledges that American's damages for Agent's failure to comply may be uncertain or difficult
to ascertain or prove and that American's administrative service charges are a reasonable estimate of American's loss due to
the Agent's improper acts in these situations.
(b) AAdvantage®/Promotional Programs. Agent agrees to comply with all Rules governing the
AAdvantage® Program and other promotional programs, including the issuance of promotional certificates and tickets.
Agent acknowledges that the purchase, sale, or barter of promotional or AAdvantage® awards, mileage, or tickets (other
than a purchase from American) is strictly prohibited and that Agent's direct or indirect involvement in any of these
activities subjects Agent to (1) debit memos for the applicable fare or any losses sustained by American due to this
activity, (2) termination of Agent's Appointment, and (3) legal or equitable remedies. Agent further acknowledges and
understands that any fraud or abuse concerning promotional programs or AAdvantage® awards, mileage, or tickets on the
part of Agent or Agent's customers may subject Agent's customers to appropriate administrative and legal action by American,
including the forfeiture of all (1) award certificates, (2) tickets issued against award certificates, and (3) accrued
mileage in the member's account, as well as cancellation of the account. Agent further understands that promotional or
AAdvantage® award tickets that have been purchased, sold, or bartered are void and that use of these tickets may result
in the tickets being confiscated by American, the passenger's trip being stopped or interrupted, and the passenger being
required to purchase a ticket to continue travel.
(c) Hidden City, Back to Back, and Throwaway Ticketing, and Other Speculative or Abusive Booking. Agent
acknowledges that hidden city/point beyond, back to back, and throwaway ticketing, and other fraudulent, speculative, or
abusive bookings, violate American's Rules. (See American's Conditions of Carriage for definitions of
hidden city, back to back, and throwaway ticketing.) It is the Agent's responsibility to know its customers and to ensure
that ticketing or bookings done by Agent are not for hidden city, back to back, or throwaway ticketing, or other speculative
or abusive purposes. Agent acknowledges that if it engages in these practices, or sells or issues a ticket used for any of
these purposes, Agent will be subject to (1) debit memos to recover the difference between the applicable fare and the fare
actually used, (2) the termination of Agent's Appointment, and (3) other remedies available to American.
(d) Ticket Fraud. Agent shall not engage in fraudulent ticket activity, including altering flight
coupons for non-qualifying discount travel, backdating tickets, or selling no-cash-value coupons, discounts, or upgrades.
Failure to comply subjects Agent to appropriate debit memos and the termination of the Agency Location or Agent's Appointment
by American.
(e) Exceptions. To be valid, any exceptions to American's Rules in the booking of any reservation or
the issuance, reissuance, or refund of any ticket calling for transportation on American must be documented by American in
the applicable PNR.
4. Use of American's Identification Plate.
American's validation plate is American's sole property, and Agent shall surrender it immediately upon demand by American or
ARC. Agent shall not use American's validation plate, or the electronic equivalent, to issue tickets or any other traffic
documents for transportation on any airline that has refused to appoint, or has terminated its appointment of, Agent.
Further, Agent shall not issue tickets for transportation on American on behalf of any other travel agency location for which
American has refused or terminated its appointment, including any of the Agency Locations. Agent shall not use American's
validation to issue tickets for transportation on carriers that do not maintain a ticketing and baggage interline agreement
with American.
5. Debit Memos.
(a) Issuance of Debit Memos. If Agent issues a ticket in violation of the ARC Agreement or this
Addendum, American may issue a debit memo to Agent for any deficiency or any loss incurred by American by reason of the
violation and may immediately terminate the Agency Location or Agent's Appointment upon notice to Agent. American also
retains all rights and remedies available to it under the ARC Agreement or at law or in equity.
(b) Payment of Debit Memos. Agent agrees to pay or reconcile all debit memos issued by American within
30 days of the date of issuance. If Agent fails to do so, American reserves the right to assess, and Agent agrees to pay,
interest on the past due amounts at a rate not to exceed one and one-half percent (1½%) per month, compounded monthly,
or the maximum rate permitted by law, whichever is less, from the date due to the date of the payment.
(c) Administrative Processing Fees. American reserves the right to assess, and Agent agrees to pay, an
administrative processing fee to be included as part of any debit memo issued to Agent. American also reserves the right to
assess, and Agent agrees to pay, an additional administrative processing fee of at least $300.00 to cover administrative
expenses in connection with an audit or review of a request by Agent for reinstatement of Agent's Appointment following
termination for any reason by American. American's acceptance of any administrative fees shall not obligate American to act,
or refrain from taking any action, nor shall it waive, release, amend, or modify the ARC Agreement, this Addendum, or any
rights or obligations of Agent or American.
6. Agency Free and Reduced Travel.
Agent shall comply with American's Rules concerning Agency free travel and reduced rate travel privileges. Failure to comply
subjects Agent to debit memos by American for an amount equal to either the cost of the ticket or the difference between the
fare paid and the applicable fare, as appropriate, and termination of the Agency Location or Agent's Appointment.
7. Agent Incentive, Promotional, and Override Programs.
Agent shall comply with American's Rules and any specific contractual requirements concerning agency incentives, promotions,
or overrides with American in which Agent participates or has an interest. Failure to comply subjects Agent to (1)
forfeiture and repayment to American of all sums paid by American to Agent or the value received by Agent, (2) termination of
Agent's right to participate in or receive all or a part of any agency incentives, promotions, or overrides, and (3)
termination of Agent's Appointment.
8. Data Ownership.
Agent acknowledges that American content and data constitute American's valuable property and that unauthorized distribution
or remarketing of American content and data is improper and unlawful. Such unauthorized distribution or remarketing of
American content and data would constitute, in part: (1) accessing AA.com by the use of any automated or electronic devices
commonly known in the Internet industry as robots or spiders, or by the use of other electronic search devices; (2)
soliciting, facilitating, encouraging or agreeing to provide access to or otherwise remarket or redistribute, or take
affirmative steps to allow or permit such access to, or remarketing or redistribution of, any American content or data to any
third party, through any process, including screen scraping, spiders, web "bots" or other device, software or system; (3)
licensing, selling, or otherwise providing to any person or entity any software or other device that is capable of accessing
American content or data from any source; or (4) assisting, aiding, or abetting in any way the unauthorized access of AA.com,
or the distribution or display of American data obtained or derived from AA.com or any other web site or any other source, by
any third party. Agent shall not engage in any of the above examples, or any other unauthorized distribution or remarketing
of American content or data, without the prior written authorization of American. If Agent learns that any third party is
accessing, distributing, or displaying American content or data in any way obtained via Agent, including Agent's web site,
without American's written authorization, Agent shall promptly inform American and take all commercially reasonable measures,
including commercial, technological, or legal measures, to prevent the unauthorized access, display, or distribution of
American content or data.
9. American's Intellectual Property.
Solely in connection with displaying that Agent is an authorized agent of American, American grants Agent a limited, royalty
free, non-transferable, non-exclusive permission to use certain American intellectual property, specifically the trademarks
AMERICANAIRLINES, AA, AMERICAN EAGLE, and AMERICANCONNECTION and the American Airlines trade dress (the "American Marks").
Agent agrees that American owns the American Marks, and that it will not harm the American Marks or American's ownership of
the American Marks or in any way contest or deny the validity of, or the right or title of American in or to, the American
Marks. Agent understands that it has no right or permission to use the American Marks for any purpose not expressly stated
in this Addendum, and that any unauthorized use of the American Marks will constitute an infringement of American's rights in
and to the American Marks. Agent understands that it has no right or permission pursuant to this Addendum to use any other
intellectual property owned by American or its affiliated entities, nor does Agent have permission to use or distribute the
American Marks for any purpose other than as stated in this Addendum. Agent further agrees not to use any intellectual
property confusingly similar to the American Marks. Agent agrees that it will comply with American's trademark usage
guidelines found at www.aadams.com. Agent will reproduce the design and appearance of
the American Marks from reproduction art obtained from American. Agent agrees that it will not (1) alter the American Marks
in any way; (2) use any partial American Marks or fragments thereof; (3) display the American Marks without the appropriate
trademark or copyright designation, as specified by American; (4) use the American Marks in any manner that would diminish
their value or harm the reputation of American; (5) purchase, use, or register any domain names or keywords or search terms
that are identical or similar to, or contain (in whole or in part), any of the American Marks; or (6) superimpose any image
or content upon the American Marks. Agent understands that it has no rights in the American Marks, nor can continued use of
the American Marks ever give it any rights in the American Marks. Therefore, Agent's use of the American Marks (or any
demand by American that Agent cease using the American Marks) can never form the basis of any claim by Agent for legal relief
against American. Agent acknowledges that a breach of this paragraph will cause American significant, irreparable injury and
that American's legal remedies for a breach will be inadequate. Agent will provide examples to American's counsel of all
proposed uses of the American Marks and will obtain American's written authorization (e-mail will suffice) before any use of
the American Marks. Agent agrees to send one copy of the finalized material on which the American Marks appears to the
following address:
Trademark Administrator
American Airlines, Inc.
Legal Department
P. O. Box 619616, MD 5675,
DFW Airport, TX 75261-9616
Phone: 817.067.3761
Fax: 817.963.1489
E-mail: IP.Administrator@aa.com
Agent agrees that upon receiving written notice that American has revoked this permission to use, Agent will immediately stop
using the American Marks in any form, including not distributing any previously printed material(s) bearing the American
Marks.
10. Right to Inspect and Audit.
American shall have the right to enter any Agency Location upon reasonable notice to: (1) inspect Agent's books and records
relating to air transportation sold on American and to ensure Agent's compliance with the provisions of the ARC Agreement and
this Addendum; and (2) audit Agent's books and records to detect or establish Agent's abuse of, or failure to comply with,
any of American's Rules concerning sale of travel on American, Agency free and reduced rate travel, Agency Incentives,
promotional or override programs, or Agent ticket fraud. Agent agrees that American may use information obtained from ARC to
evaluate the credit-worthiness of Agent and Agent's employees and owners.
11. Miscellaneous.
(a) Prior Agreements. The provisions of this Addendum supersede any prior addenda and any
inconsistent provisions of the ARC Agreement. Except as specifically indicated by this Addendum, the terms and conditions of
the ARC Agreement shall remain in full force and effect.
(b) Waiver. Any waiver or modification of any of the terms of this Addendum must be in a
writing from American. American may amend or modify this Addendum at any time. Agent agrees that failure of or delay by
American to require strict performance or to enforce any provision of the ARC Agreement or this Addendum, or a previous
waiver or forbearance by American, shall in no way be construed as, or constitute, a continuing waiver by American of any
Rule or any provision of the ARC Agreement or this Addendum.
(c) APPLICABLE LAW. THE LAWS OF THE STATE OF TEXAS AND THE UNITED STATES OF AMERICA SHALL
GOVERN ANY DISPUTES BETWEEN AMERICAN AND AGENT ARISING OUT OF THE ARC AGREEMENT OR THIS ADDENDUM. AGENT HEREBY SUBMITS AND
CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS AND THE
COURTS OF THE STATE OF TEXAS FOR ALL THESE DISPUTES.
