Agreement for Negotiated Fares Maintenance - Sabre Travel Information Network, American Airlines Inc. and CTI Corp.
SABRE AGREEMENT
---------------
FOR
---
NEGOTIATED FARES MAINTENANCE
----------------------------
THIS AGREEMENT is made as of the 15th day of July, 1994, by and between
SABRE TRAVEL INFORMATION NETWORK ("STIN"), a division of AMERICAN AIRLINES, INC.
a Delaware corporation having its principal address at 4200 American Boulevard,
Fort Worth, Texas 76155 (American), and CTI CORPORATION, a corporation having
its principal place of business at 738 Kaheka Street, Honolulu, Hawaii
("Customer").
RECITALS
A. STIN provides computerized reservations services for travel agents with
related data processing activities through its SABRE Computerized Reservations
System which is a database of fares and pricing data.
B. Customer operates a travel agency and enters into contractual arrangements
for negotiated fares with carriers operating air transportation services.
C. The parties desire to enter into an agreement governing the SABRE display and
maintenance of the Customer's negotiated fares.
SECTION 1. DEFINITIONS. The following definitions shall apply to this
Agreement.
1.1 ATPCo is the Airline Tariff Publishing Company which is a vendor of fares
data to the airline industry.
1.2 Fare Base Management is a department of SABRE Computer Services. Fare Base
Management shall be responsible for updating and maintenance of the Negotiated
Fares, Fare Rules, Fare Routings and other related information.
1.3 Fare Rule is a set of provisions, limitations or conditions applicable to a
specific Negotiated Fare or set of Negotiated Fares as reflected in a single
rule number assigned by ATPCo. The same ATPCo rule number in two tariffs will
be construed to be two rules.
1.4 Fare Routing is the path of travel the traveler must follow to obtain the
Negotiated Fare from the appropriate carrier.
1.5 Implementation Date is August 2, 1994 but will be extended one day for each
day after July 21 that ATPCo fails to deliver the Customer's Negotiated Fares
through an acceptable transmission to Fare Base Management. If the revised
implementation Date falls on a weekend or legal holiday, the date will be
further extended until the following Tuesday.
1.5 Negotiated Fares are fares subject to various rules and restrictions which
are negotiated by Customer with various air transportation carriers and which
are evidenced by valid contracts with the applicable air carriers.
1.6 SABRE System Database is the database of fares, rules and restrictions
maintained in STIN's SABRE Computerized Reservations System.
<PAGE>
SECTION 2. RESPONSIBILITIES OF STIN
2.1. STIN agrees to process the Customer's Negotiated Fares, Fare Rules and
Fare Routings into the SABRE System Database and to maintain Customer's
Negotiated Fares and the Fare Rules and Fare Routings pertaining to such fares,
subject to the following terms and conditions:
a. STIN agrees to process and maintain Customer's Negotiated Fares, together
with the applicable Fare Rules and Fare Routings, to the extent that such
rules and routings are, at STIN's sole discretion, practical for inclusion in
the SABRE System. However, notwithstanding the above, STIN shall not, at any
time, be required to maintain more than [*] Customer Fare Rules within the
SABRE System Database.
b. STIN shall use its best efforts to provide SABRE access to Customer's
Negotiated Fares, Fare Rules and Fare Routings by the Implementation Date. In
the event that Customer does not have access to its Negotiated Fares, Fare
Rules and Fare Routings by the Implementation Date, it may terminate this
contract which shall be its exclusive remedy for STIN's failure to meet the
Implementation Date.
c. After the initial implementation of Customer's existing Negotiated Fares,
Fare Rules and Fare Routings in the SABRE System Database, STIN will make
changes or additions to the Customer's Negotiated Fares, Fare Rules and Fare
Routings upon Customer's written request to Fare Base Management. Such
changes or additions will be made within [*] days of receipt of Customer's
request whenever reasonably practical.
d. Should all or part of Customer's data be lost or destroyed Fare Base
Management shall use its best efforts to reconstruct the data within twenty
four (24) hours of such loss or destruction; in the event that such loss of
Customer's data is caused, in whole or in part, by force majeure or
Customer's negligence such reconstruction shall be at Customer's expense; and
in any other event, such reconstruction shall be at STIN's expense. To the
extent that reconstruction of the Customer's data requires data solely in
Customer's possession, STIN shall use its best efforts to reconstruct the
database within twenty four (24) hours of receiving such data from the
Customer.
e. STIN shall, under no circumstances, be responsible for calculating the
Negotiated Fares under the Customer's contracts with various air carriers.
Instead, the Customer's Negotiated Fares will be added to the SABRE System
Database solely through transmissions or magnetic tapes received from ATPCo.
STIN assumes no responsibility or liability for the accuracy of any
information received from ATPCo.
2.2. STIN shall bill the Customer on a monthly basis. Payment is due upon
receipt of each monthly invoice.
2.3. STIN shall use its best efforts to assure that data supplied by the
Customer is promptly and accurately incorporated into the SABRE Database;
however, STIN does not warrant the accuracy or completeness of the data so
incorporated, nor does it assume liability for consequential damages resulting
from any delay in, or error or omission made in the course of such
incorporation, whether or not solely attributable to STIN's negligence or other
conduct.
2.4. SABRE Downtime. Customer recognizes that from time to time, SABRE and/or
access to Customer's Negotiated Fares, Fare Rules and Fare Routings may be
unavailable due to unexpected failures and routine maintenance, upgrading or
repairs. STIN shall not be liable for any such downtime.
[*] The redacted portion, indicated by this symbol, is the subject of a
confidential treatment request.
<PAGE>
SECTION 3. RESPONSIBILITIES OF CTI CORPORATION
3.1 Customer Representations and Warranties. Customer makes the following
representations and warranties:
a. The Customer warrants that the Negotiated Fares, Fare Rules, Fare
Routings and any other data it supplies under this Agreement is based on
fully and validly executed contractual agreements between the Customer and
various carriers on whose behalf it is authorized to sell transportation.
b. Customer warrants the accuracy and reliability of all Negotiated Fares,
Fare Rules, Fare Routings and any other information it supplies to STIN under
this contract and assumes sole responsibility and liability (if any) for
providing this information to STIN on behalf of those carriers with whom
contracts for Negotiated Fares exist.
c. Customer warrants that in executing this agreement and in supplying the
Negotiated Fares, Fare Rules, Fare Routings and any other information
hereunder, it is not in breach of any existing contracts or in violation of
any Federal or State statutes, rules or regulations.
3.2 Information Supplied. In supplying data to be included in the SABRE System
Database, the Customer shall conform to the standards and procedures as
prescribed in attached Schedule 1 and as amended from time to time by mutual
consent.
3.3 Customer Payment. Customer shall pay STIN each of the following charges
for services provided pursuant to this Agreement.
a. A one time implementation fee of [*] for development, testing and for the
inputting of the Customer's existing Negotiated Fares, Fare Rules, Fare
Routings and other related information into the SABRE System Database, which
shall be due and payable within thirty (30) days of the Implementation Date.
b. A charge for each request change or addition to the SABRE System Database
as follows:
i. A filing fee of [*] to be charged each time Customer request STIN to
make one or more changes or additions to the existing SABRE System
Database.
ii. An additional processing fee of [*] per Fare Rule or Fare Routing for
each change or addition to the existing SABRE System Database. However,
nothwithstanding the above, STIN shall waive this [*] processing fee for
a given number of requested changes or additions as set forth in the
following chart.
Number of Customer Fare Number of Changes / Additions For
Rules in SABRE System Which No Processing Fee Will Be
Database Charged
1 - 75 [*]
76 - 100 [*]
100 - 125 [*]
126 - 200 [*]
[*] The redacted portion, indicated by this symbol, is the subject of a
confidential treatment request.
<PAGE>
c. A monthly maintenance and storage fee based on the number of Fare Rules
maintained in the SABRE System Database as shown in the following chart.
Number of Customer Fare Monthly Maintenance
Rules in SABRE System and Storage
Database Fee
1 - 75 [*]
76 - 100 [*]
100 - 125 [*]
125 - 200 [*]
d. The filling fee of [*] and the processing fee of [*] shall be [*] made to
the Customer's Negotiated Fares, Fare Rules of Fare Routings during the first
[*] days after the actual Implementation Date.
SECTION 4. TERM, DEFAULT AND TERMINATION PROVISIONS
4.1. Term. This Agreement shall be effective for a period of one (1) year from
the date of this Agreement or until terminated pursuant to Sections 2.1(b),
4.4. or 4.5 of this Agreement. In the event that this Agreement has not been
terminated prior to the expiration of one (1) year, it shall continue in effect
thereafter until terminated by either party upon ninety (90) days written
notice.
4.2. Price Increases. At the end of the one (1) year initial term of this
agreement, STIN may increase the charges set forth in Section 3.3 of this
Agreement. STIN agrees to notify Customer in writing at least thirty (30) days
prior to any such price increase.
4.3 Default. The occurrence of any one (1) or more of the following events
shall constitute an event of default pursuant to this Agreement ("Event of
Default").
a. Customer fails to pay or cause to be paid any amounts due hereunder as it
becomes due in accordance with the terms of this Agreement and such failure
continues for a period of five (5) days after receipt of written notice from
STIN that Customer is in default under this Agreement.
b. Either party has materially breached or misrepresented any representation,
warranty, or covenant given by it in this Agreement.
c. Customer commences bankruptcy or insolvency proceedings or Customer ceases
to do business as a going concern, makes an assignment for the benefit of
creditors, admits in writing its inability to pay debts as they become due,
or acquiesces in the appointment of a trustee, receiver or liquidator for it
or any substantial part of its assets.
4.4 Termination. Upon occurrence of an Event of Default, the non-defaulting
party shall have the right to (i) terminate this Agreement, and if Customer is
the defaulting party. Customer's access to SABRE; and (ii) seek all legal and
equitable remedies to which it is entitled.
4.5 Right to Terminate if Claim is Made. In the event that any claim is made
or threatened to be made against STIN by one of the carriers with whom Customer
has Negotiated Fares, Fare Rules or Fare Routings and such claim arises out of
STIN's performance under this Agreement, STIN may, in its sole discretion,
terminate this Agreement without any further obligation or liability on the part
of STIN.
[*] The redacted portion, indicated by this symbol, is the subject of a
confidential treatment request.
<PAGE>
SECTION 5. LIMITATION ON LIABILITY
5.1 STIN shall not be liable to Customer for any loss, claim or damage caused
in whole or in part by STIN's negligence or by contingencies beyond STIN's
control in procuring, collecting, compiling, abstracting, Interpreting,
communicating, processing or delivering Negotiated Fares, Fare Rules or Fare
Routings through SABRE. However, if errors in data are due to circumstances
under STIN's direct control, STIN shall use its best efforts to correct such
errors within 72 hours after notification by the Customer of the error.
Although STIN shall use its best efforts to accurately maintain Customer's
Negotiated Fares, Fare Rules and Fare Routings in the SABRE System Database, the
foregoing limitation on liability includes, but is not limited to, any liability
in contract or tort, for the difference between the fare reflected in SABRE, or
on tickets autopriced and issued by SABRE, the Customer's actual Negotiated
Fares.
5.2 STIN DISCLAIMS AND CUSTOMER HEREBY WAIVES ANY WARRANTIES EXPRESS OR IMPLIED
INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR
INTENDED USE OF SERVICES FURNISHED HEREUNDER OR ANY LIABILITY IN NEGLIGENCE
OR TORT WITH RESPECT TO THE SERVICES FURNISHED HEREUNDER. CUSTOMER AGREES
THAT STIN SHALL NOT BE LIABLE TO IT FOR CONSEQUENTIAL DAMAGES UNDER ANY
CIRCUMSTANCES.
SECTION 6. INDEMNITY
Customer hereby agrees to indemnify and hold STIN, its officers, directors,
agents and employees harmless from and against any and all liabilities, damages,
losses, expenses, claims, demands, suits, debit memos, fines or judgments
including, but not limited to, attorney's fees, costs and expenses incident
thereto, which may be suffered by, accrue against, be charged to or recoverable
from STIN, its officers, directors, agents, or employees, by reason of losses
(including lost profits), damages, injuries or deaths of persons arising out of
or in connection with, STIN's performance of the terms if this Agreement or any
negligent act, error, or omission of the Customer.
SECTION 7. MISCELLANEOUS PROVISIONS
7.1 Force Majeur. STIN shall not be liable for delays in or failure of
performance hereunder caused by acts of God, strikes or other labor disputes,
fires, or for any other delay or failure resulting from a cause beyond its
reasonable control.
7.2 Assignment. Customer shall not transfer or assign this Agreement, or any
right or obligation under it by operation of law or otherwise, without the prior
written consent of STIN.
7.3 Applicable Law. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE
OF TEXAS AND THE UNITED STATES OF AMERICA. CUSTOMER 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 IN ANY DISPUTE
ARISING OUT OF THIS AGREEMENT AND AGREES THAT SERVICE OF PROCESS SHALL BE
SUFFICIENT IF MADE ON THE SECRETARY OF STATE OF THE STATE OF TEXAS WITH A COPY
TO BE SENT, REGISTERED MAIL TO THE CUSTOMER AT THE ADDRESS SET FORTH BELOW OR
SUCH OTHER ADDRESS AS CUSTOMER MAY LATER SPECIFY BY WRITTEN NOTICE TO STIN.
<PAGE>
BELOW OR SUCH OTHER ADDRESS AS CUSTOMER MAY LATER SPECIFY BY WRITTEN NOTICE TO
STIN.
7.4 Notices. Notices given or required under this Agreement shall be deemed
delivered if sent by United States mail, postage prepaid, fax, or by telex, to
the respective address of SABRE Travel Information Network or Customer set forth
below:
STIN: Customer:
SABRE Travel Information Network C.T.I. Corporation
------------------------------------ ---------------------------------------
P.O. Box 819816 738 Kaheka Street #301
------------------------------------ ---------------------------------------
DFW Airport, TX 75261-9616 Honolulu, HI 86814
------------------------------------ ---------------------------------------
7.5 Waiver. A failure or delay of STIN to require strict performance or to
enforce a provision of this Agreement shall in no way be construed as a waiver
or continuing waiver of any provision of this Agreement.
7.6 Severability. Any provision of this Agreement which may be determined in a
court or other competent government authority to be prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective only to the
extent of such prohibition and unenforceability, without invalidating the
remaining provisions thereof, unless such prohibition or unenforceability
materially after the rights or obligations of either party.
7.7 Entire Agreement. This Agreement shall constitute the entire agreement of
the parties as to the matters set forth herein and shall supersede any previous
understandings, whether written or oral, between the parties relating to the
matters set forth herein. Any amendment to this Agreement must be in writing and
signed by the authorized representatives of both parties.
7.8 Effective Date. This Agreement shall not be effective until countersigned
by an authorized representative of STIN.
IN WITNESS WHEREOF, STIN and Customer have executed this Agreement as of
the date first above written.
CTI CORPORATION STIN
By: Customer /s/ Mike Hartley By: /s/
-------------------------- --------------------------
Name: Mike Hartley Name:
------------------------ -------------------------
Title: General Manager Title:
---------------------- ------------------------
<PAGE>
QCP Schedule for SABRE
Vendor WDM WDM QCP SABRE
Transmission Update Freetext Processing Load Times
Cutoff Cutoff Time
QCP 09:00 09:30 09:30 - 13:00 -
1 ATP Dom 13:00 14:00
QCP 11:30 11:30 - 11:45 12:00 - 18:30 -
2 ATP Int'l 10:00 12:00 18:30 20:30
ATP Dom 11:30
QCP 14:00 19:00 19:00 - 23:00 -
3 ATP Int'l 14:00 23:00 02:30
SITA 17:00
QCP 19:00 23:00 21:45 23:00 - 03:00 -
4 ATP Int'l 03:00 06:30
ATP Dom
QCP 04:30 05:00 05:00 - 07:30 -
5 ATP Int'l 07:30 10:00
Sat/ 16:00 18:00 14:30 18:00 - 20:30 -
Sun ATP Int'l 20:30 08:30
ATP Dom
<PAGE>
Reference WorldFare Data Management
--------------------------------------------------------------------------------
GFS, Commercial, and SABRE Categories/Tables
IMS Menu Screens (see chart for specific category screens):
Main Menu /FOR TQOAD
Fare Class Application /FOR TQOGU
Rule /FOR TQODH
Fares Update (Fare Record) /FOR PFQOAQ
Browse for Footnotes/Rules /FOR TQOKI or /FOR TQOKJ or /FOR TQOKK
QCP Table /FOR TQOKR
-------------------------------------------------------------------------------------------------------
QCP (IMS) Auto
SABRE RD GFS /FOR TQODG MRT Rules Freetext
-------------------------------------------------------------------------------------------------------
01 Booking Code WAR 412
02 Penalty 16 402
03 Reservation/Ticketing 05 008 TQODF
04 Minimum Stay 06 001 TQOCE
05 Maximum Stay 07 002 TQOCD
06 Day/Time 02 005 TQOCC
07 Season 03 03
08 Blackouts 11 11
09 Effective/Expired 14-15 003 TQOCI
Sales/Travel 006 TQOCZ
10 Flight Application 04 014 TQOCO WAR*
11 Stopovers 08 009 TQONF WAR* 408
12 Ticket Issue 15 016 TQONW 420
13 Surcharges 12 015 TQOCN 936
14 Discounts 19-22 012 TQOCL 406
15 Reroute 16 404
16 Transfers 09 09
17 Combinability 10 10
18 Open Return 05 410
19 Refunds 16 416
20 Special Provision 13 011 TQOCG
21 Co-terminals WAR* 418
22 Int'l Construction 114/116
23 Group 26 414
24 Tour 27 422
25 Deposit 27 424
26 Misc. 23 426
Ticket Endorsements 18 108
* Limited WAR applications
--------------------------------------------------------------------------------
Version 2.3 Categories-1 10/27/97