Addendum to the Governing Travel Agency Agreements − Customer service − American Airlines

1. Purpose of this Addendum

(a) Application. The terms in this Addendum apply to all Agents (defined below) and their affiliated entities and businesses and all their respective locations worldwide in connection with air transportation and other products and services provided by or on behalf of American Airlines, Inc. or carriers operating under American trademarks (collectively referred to as "American"). For purposes of this Addendum, "Agent" means and includes both Accredited Agents and Non-Accredited Intermediaries. "Accredited Agent" means a travel agent, including a corporate travel department and any affiliated agency locations, accredited by ARC or IATA, to issue airline traffic documents and, for purposes of this Addendum, having a currently effective grant of ticketing authority from American by virtue of general acceptance or specific appointment under the relevant ARC or IATA procedures. "Non-Accredited Intermediary" means any other person or entity other than an Accredited Agent, when such person or entity is accessing or using American fares, whether directly or via any third party or behalf of a third party, for purposes of shopping and potentially making, facilitating, servicing or redirecting bookings in an agency or other intermediary capacity for individual customers (e.g., including any person or entity that does not maintain a valid appointment from American to issue tickets or whose bookings do not contain a valid ARC/IATA number of an Accredited Agent in the PNR or Order). "Appointment" refers to the Agent's appointment to issue tickets as an agent for American for the same of American products and services. For purposes of this Addendum, Non-Accredited Intermediaries are included in the definition of "Agent", but nothing in this Addendum (including the “Agent” definition or its usage) confers any agent status or grants any ticketing authority to a Non-Accredited Intermediary. For the avoidance of doubt, American does not waive any requirements, conditions or procedures with regard to its agent accreditation or ticketing authority process. For clarification, the rules set forth in this Addendum apply to any travel agent, or former travel agent, that has had its authority to make, facilitate, service or redirect bookings restricted or banned by American, and that has attempted, in any way—whether through third parties, their legal representatives, or partners—to make, facilitate, service, or redirect bookings for American.

(b) Binding Agreement. "Governing Travel Agency Agreement(s)" means the foundational agreement(s) establishing the terms of the agency relationship(s) between American and an Agent, including all other resolutions and policies incorporated into the Governing Travel Agency Agreements, by means of which Agent is authorized to act as an agent for the sale of American's products and services and to issue tickets.

(i) For Accredited Agents with points of sale in the United States, this means the ARC Agent Reporting Agreement as amended from time to time (current version below).
(ii) For Accredited Agent locations outside of the United States, this means IATA Resolution 824 - Passenger Sales Agency Agreement as amended from time to time (current version below).
(iii) For Non-Accredited Intermediaries, this means the agreement currently in effect between American and the Non-Accredited Intermediary or for agents who previously maintained a valid appointment from American to issue tickets this means the agreement that was previously in effect between American and the agent.

The terms in this Addendum and the Rules (defined in Section 3 below (Rules and Compliance)) supplement and form a binding part of the Governing Travel Agency Agreement and collectively they govern the relationship between Agent and American. The Governing Travel Agency Agreement, the Addendum and the Rules are referred to collectively as the "Agreement". Agent and its affiliated entities and businesses must comply with the Agreement and is responsible for Agent's and its affiliates' employees and contractors being familiar with and complying with the Agreement.

(c) Additional Terms Apply. Additional terms applicable to transportation on American as between American and customers are contained in American's Conditions of Carriage.

(d) Updates. American may update this Addendum, the Rules and/or the Conditions of Carriage at any time in American's discretion. Agent is responsible to monitor and stay current on any updates to this Addendum, the Rules and the Conditions of Carriage and keep its affiliated entities and businesses similarly updated. American may notify Agent of updates by e-mail, SalesLink or other methods under the Governing Travel Agency Agreement, or by email. Agents are encouraged to subscribe to regular email notifications from American through American Airlines Sales Link.

American Airlines Sales Link Opens another site in a new window that may not meet accessibility guidelines.

(e) Acceptance. Agent's continued access to American's fares or continued booking of air transportation or sale of other products and services of American confirms Agent's acceptance of this Agreement and its application to all activity of Agent and its affiliated entities and businesses with respect to American products and services (irrespective of whether or not Agent maintains a valid appointment from American to issue tickets).

(f) Awareness and Training. Agent is responsible for ensuring that its employees, contractors and sub-agents are fully aware of, accept and are trained on the terms of the Agreement, including this Addendum and comply with the Agreement. For Accredited Agents, sub-agents would include any Non-Accredited Intermediaries where the Accredited Agent is processing or servicing bookings on behalf of the Non-Accredited Intermediaries' bookings. Agent agrees to conduct at least the following baseline training: (i) annual training to educate all employees, contractors and sub-agents on compliance with the Agreement, to refresh their knowledge of the Agreement and to identify updates; (ii) onboarding training on compliance with the Agreement for new hires and new contractors and sub-agents; (iii) ad hoc training on new material updates to the Agreement or with regard to new American products and services, which ad hoc training must occur promptly following the publication of the update or launch of the new product or service by American; and (iv) periodic monitoring and audits of compliance with the Agreement by all employees, contractors and sub-agents.

(g) Order of Precedence and Conflicts of Law. In the event of any conflicts between this Addendum, the Governing Travel Agency Agreements, or Applicable Law, the conflict shall be resolved by giving priority as follows: (i) Applicable Law; (ii) this Addendum; and (iii) the Governing Travel Agency Agreements. To the extent there are any conflicts between this Addendum and the Conditions of Carriage, the applicable provisions of the Conditions of Carriage will control.

2. Commissions and Incentives

(a) Right to Modify Commission Policy. American does not currently pay base commissions to Agents for the sale of American's products and services. American, in its sole discretion, reserves the right to modify its commissions and other compensation policies for Agents at any time.

(b) Limitations on Any Commissions. If American chooses to pay any commissions for the sale of American's products and services, American will pay commissions to Agent only in accordance with its then-current policy or agreement with Agent 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 Agreement. Agent is not entitled to any commission for (i) tickets for which a full or partial refund is made, (ii) late or unreported tickets, (iii) 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 (e.g., affiliated agencies in other geographic locations), or (iv) cancelled tickets. Agent acknowledges and agrees that any entitlement to a commission is conditioned on Agent's compliance with these terms, conditions and Rules, including the prohibitions on re-distribution in Section 7(i) (Re-Distribution) below, and any failure to comply will invalidate all commission obligations to Agent. Any commissions are based on the amount paid for the fare or other product eligible for commission only; American does 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. American's choice to pay a commission to Agent does not imply or require that American also make available to Agent certain or all of American fares and other products and services (collectively, "Content").

3. Rules and Compliance.

(a) General. Agent will 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, using flight or trip credits, canceling or reporting any ticket calling for transportation on American. Relatedly, Agent will not assist or facilitate or encourage any violation of the Rules by any of Agent's customers. Agent will ensure that its systems (including the systems provided by third parties that Agent chooses to use), processes and sales practices accurately display and convey all information relating to American's products and services as presented by American, including with respect to the display, offer, servicing, booking, ticketing or sale of American's products and services.

(b) Compliance. Agent will comply with all laws, rules and regulations applicable to its activities under the Agreement, including all laws and regulations pertaining to unfair and deceptive practices and requirements for disclosures to consumers and any guidelines from the Department of Transportation (DOT) or other government regulators (including those pertaining to full fare advertising, price increases and ancillary services, and travel insurance) (collectively, "Applicable Law"). Agent will give complete and accurate treatment for each of American's products and services displayed in the course of providing its services to customers, including in search, shopping, advertising and promotion activities. Agent will display all terms applicable to American's products and services. Agent acknowledges that it is responsible for staying fully and timely informed on all Applicable Law, including any new developments applicable to the display and offer of air transportation and related services.

(c) Comparisons. If Agent makes comparisons between American's and its competitors' products and services, Agent will ensure that: (i) all such comparisons take into account all available American products and services and will fully display all fare rules and the terms and conditions applicable to the compared products and services as provided by American; and (ii) any comparison analysis is conducted in a comprehensive, transparent and fair manner.

(d) Transparency. Agent acknowledges and agrees that transparency in pricing is essential and a condition to Agent's Appointment. This Addendum and the Rules do not prohibit Agent from offering discounts off its own service charges or other Agent-related fees to its customers or otherwise compensating its customers in connection with transportation on American. However, if Agent charges a service or other fee for the services that it provides to customers or compensates its customers, Agent shall prominently and clearly identify such charges, fees (including any discounts) and compensation and list such charges, fees (including any discounts) and compensation separately from American's fare information in the shopping and booking process, so that the components and calculation of the final sale price is clear to the customer (e.g., the fare as published by American must always be separately displayed) and as early as possible in the booking process.

(e) AAdvantage^® / Promotional Programs. Agent agrees to comply with all terms governing the AAdvantage^® Program and other promotional programs, including eligibility requirements and the issuance of promotional certificates, tickets or AAdvantage^® tier status. Agent agrees not to submit any customer information for registration in the AAdvantage^® Program without first obtaining such customer's prior express affirmative consent (e.g., via a checkbox that was not pre-checked) to join the AAdvantage^® Program and to be bound by the terms and conditions of the AAdvantage^® Program (as may be updated from time to time at American's sole discretion). Agent agrees not to request, obtain or use AAdvantage^® Program account login credentials and agrees not to access AAdvantage^® Program member accounts or to induce members or others to provide such account access. However, Agent may use a traveler's AAdvantage^® Program account number solely for the purpose of making or servicing a reservation or booking. 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. 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.

(f) PNR and Order Content. Complete and accurate information in a reservation is important to appropriately service customers during the course of travel and required for governmental compliance programs such as Secure Flight, therefore Agent must keep such information in a reservation current and provide American with all the original and updated contact information offered by customers including but not limited to phone fields and emails as well as any other information required by governmental authorities. Agent shall promptly provide updates to contact information to American. Agent may not substitute any contact information (e.g., using an email address controlled by Agent and not the passenger) or provide Agent's contact information in lieu of such customer information without the consent of American and the customer. Agent shall not extend PNRs beyond the date of travel. American will treat any "personal information" included in the PNR or Order received in accordance with American's privacy policy. "Order" means the uniquely identified record(s) created by American in response to a request from an Agent to complete a transaction via American's system for the benefit of Agent's customer and that contains notably the air travel-related products and services (and associated terms and conditions) to be delivered by American to the passenger, pricing information, information about the passenger, and any subsequent changes to the products and services.

(g) Sanctions. Agent represents that neither it nor any of its subsidiaries, nor any of its or their respective directors, officers, managers, employees, or sub-agents (i) is listed on, or directly or indirectly owned 50% or more or otherwise controlled by one or more individuals or entities listed on, any list of sanctioned or restricted parties maintained by the United Nations Security Council, the United States Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the European Union or its Member States, Canada, or the United Kingdom, (ii) is a part of the government of a country or territory subject to comprehensive US sanctions (currently, Cuba, Iran, North Korea, Syria, and the Crimea, Luhansk, and Donetsk regions of Ukraine) or Venezuela, or is directly or indirectly owned or controlled by such a government, (iii) located, organized, or resident in, or a blocked national of, a country or territory that is subject to comprehensive US sanctions, or (iv) is otherwise subject to sanctions laws administered by OFAC, the US Department of State, the European Union, Canada, or the United Kingdom (“Sanctioned Person”). Agent represents that it will comply with the restrictive measures regarding sanctioned countries, territories, entities, and individuals as imposed, administered, or enforced by the laws or regulations of OFAC, the US Department of State, the European Union, Canada, and the United Kingdom in the course of performing its obligations under this Agreement, and that it will require its sub-agents carrying out activities related to this Agreement to do the same. Without limiting the foregoing commitment, Agent further commits not to enter into any contract or otherwise engage in any dealing or transaction with or involving any country or territory subject to comprehensive U.S. sanctions or any Sanctioned Person and not to, directly or indirectly, trade with such countries, territories, or Sanctioned Persons (including by exporting or importing goods, services or other resources) in the course of performing its obligations under this Agreement, and to prohibit its sub-agents from doing the same.

(h) 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 or Order.

4. Data

(a) American Data. Agent understands and agrees that as between American and Agent and as a consequence and condition of Agent's Appointment, any information or data, regardless of source or format, that (i) identifies American (e.g., American's trademarks), (ii) identifies or is reasonably identifiable to services or products provided by American, including all fare and inventory information, (iii) relates to a relationship between a customer and American (e.g., frequent flyer or club membership), (iv) relates to a transaction between a customer and American, including booking data, payment data and cardholder data or other data about payment means, (v) is passed by Agent to American through a PNR, Order or similar booking / sale record, or (vi) is passed by or on behalf of American to Agent in connection with the Agreement, ((i) to (vi) collectively, "American Data"), is and will be owned by American and is Confidential Information of American. Any successors, equivalents, compilations or derivatives of the foregoing, whether now known or hereafter devised, and in any medium or format, are also American Data. Access and use of American Data by Agent is solely for purposes of and is limited to those activities that are within the scope of the principal-agent relationship as defined and authorized by American for all of Agent's locations.

(b) Examples of Unauthorized Activities. Any use of American Data beyond what is permitted in Section 4(a) (American Data) above or Section 4(d) (Other Permitted Uses) below is unauthorized. As guidance, American provides the following examples of specific types of access, use, distribution and remarketing of American Data that are prohibited without prior written consent from American: (i) 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; (ii) 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 Data to any third party, through any process, including screen scraping, spiders, web "bots" or other device, software or system; (iii) licensing, selling, or otherwise providing to any person or entity any software or other device that is capable of accessing American Data from any source; or (iv) editing, modifying, creating derivatives, combinations or compilations of, combining, associating, synthesizing, reverse engineering, reproducing, use for training computing models, displaying, distributing, disclosing, or otherwise processing American Data; (v) engaging in any kind of commercialization, marketing, advertising, licensing or resale that is based on American Data (e.g., advertising credit card offers to consumers based on the American Marks or flight information) except as otherwise permitted by the Agreement; (vi) facilitating structured posting of American Data to any third party electronic media, including without limitation Facebook, Twitter, online calendars; (vii) accessing American Data from any unauthorized source which American may identify to Agent; (viii) directly or indirectly using functionality to automatically poll American's inventory systems at an excessive rate; (ix) assisting, aiding, or abetting in any way the unauthorized access, use, distribution or display of American Data, including American Data obtained or derived from an American website or mobile app or any other web site, mobile app or any other source, such as a Global Distribution System; (x) using American Data for Agent's or Agent's affiliates’ business purposes beyond fulfilling Agent's services to its customers or for any practice that is prohibited or otherwise unauthorized by American; (xi) any use of American Data to market against American or aid a third party to market against American (e.g., by providing AAdvantage^® Program elite tier status information to a third party for the specific purpose of allowing the third party to make targeted offers to such traveler based on the AAdvantage^® Program information); and (xii) accessing or using or distributing American Data for any purpose after Agent's authority has been suspended or terminated. Agent may not engage in any of the above examples, or any other unauthorized access, use, distribution or remarketing of American Data, without the prior written authorization of American. Agent is not authorized to agree to third party terms and conditions which would assign, transfer, or license American Data or American's proprietary rights in American Data to a third party or otherwise negatively impact American's proprietary rights to American Data. If Agent learns that any third party is accessing, distributing, remarketing or displaying American Data in any way obtained via Agent, including Agent's web site, without American's written authorization, Agent will promptly inform American and take all commercially reasonable measures, including commercial, technological, or legal measures, to prevent the unauthorized access, display, remarketing or distribution of American Data. Agent further agrees not to use, or authorize use of, American Data in any manner that is harmful to American. Agent agrees not to circumvent the restrictions in this Section 4 (Data) by sourcing American Data from third parties.

(c) Other Data. The intent of this Section 4 (Data) is to maintain and protect the integrity and value of American Data. American recognizes that travel agents have separate relationships with their own customers, whether individual persons or companies, and have additional responsibilities with respect to security and use of customer-identifying data. In those separate relationships, travel agents may collect, have access to and rights in customer-identifying information: name, address, phone number(s), e-mail address(es) and IP address(es), as well as information specific solely to the travel agency and its products and services. In addition, American recognizes that customers have overlapping or separate rights and interests in data that is processed on their behalf by Agent as part of Agent's marketing, sale or delivery of American's products and services by Agent to customers and nothing in this Section 4 (Data) is intended to restrict the processing of such data so long as Agent is acting in accordance and within the scope of its principal-agent relationship with American and with the terms of the Agreement. However, Agent acknowledges and agrees that information that is specific to American's flights, products and services including fares, schedules, inventory, AA PNR or Order data and AA TCN data, are unique to American's business, are not part of Agent's proprietary data and remain American Data even if such data elements are collected in the course of Agent's operations.

(d) Other Permitted Uses.

(i) Agent is permitted to access post-booking data related to bookings not processed by Agent, if Agent has received express permission to access such post-booking data directly from the customer and obtained such post-booking data from an authorized source approved in writing by American, but solely for the purpose of displaying the itinerary to the customer and / or for providing the customer or the customer's employers with reporting or accounting support. Agent is not permitted to claim PNRs or Orders without American's express approval.
(ii) Agent, when acting in its role as a travel management company for a corporate customer of Agent and American, is permitted to:
- (A) provide reporting to Agent's corporate customer based upon American Data associated with such corporate customer's travel on American;
- (B) use American Data for internal business purposes but only to the extent necessary to fulfill Agent's obligations to its corporate customers or American;
- (C) use American Data to provide Agent's corporate customer with benchmarking data without disclosing any American-identifying data; and
- (D) provide American Data to a third party for use only to the extent necessary to fulfill Agent's obligations to its corporate customers or American, subject to American's preapproval of such third parties.

5. Confidentiality, Privacy and Data Security

(a) Confidentiality. Agent will keep confidential and not disclose to any third party the following confidential information of American: (i) any fare programs and commission arrangements that may be agreed with American; (ii) any and all post-booking data, including all PNRs and Orders, that cover American products and services; and (iii) any other American Data that American designates as confidential or is otherwise reasonably identifiable as confidential or proprietary information ("Confidential Information"). However, American consents to Agent disclosing commission arrangements and payments to customers when this information is requested by the customer. Agent may also disclose American confidential information to Agent's directors, officers, employees or agents if such persons are bound by equivalent confidentiality commitments and have a legitimate need to know such information in order for Agent to perform its obligations to American. In addition, this Section will not prohibit Agent from making disclosures required by law or judicial process after making reasonable efforts to resist disclosure and notify American. Agent acknowledges that American may disclose fare program and commission arrangements to American's alliance carriers including oneworld^® Alliance carriers. Agent further acknowledges that in many instances American Data is protected as a trade secret. This provision will survive the suspension, limitation or termination or expiration of Agent's Appointment.

(b) Privacy. For purposes of these instructions, "personal information" or "personal data" means information that identifies or could be used to identify a particular individual, such as name, mailing address, telephone number, email address, frequent flier number, Social Security number, credit card or other payment data, date of birth, driver's license number, account number or user ID, PIN, or password. Agent will cause all of Agent's privacy policies to inform customers that their personal data will be disclosed to American (and third parties in accordance with American's privacy policy) and if they are located outside of the United States, that their personal data will be transferred to and processed overseas, including in the United States of America. Agent shall at all times process personal information solely in accordance with Applicable Laws. Agent shall not take any actions in respect of personal information that may compromise the ability of American to comply with Applicable Laws. Agent shall give its customers notice, and if required under Applicable Law obtain the customer's consent, to such disclosure, transfer and processing of personal data by American pursuant to this Agreement. Agent shall use, access, process, manage, transfer and disclose personal information as required to carry out its Appointment under this Agreement. Agent will allow access to the personal information only to the extent necessary for such purposes.

American is an independent data controller within the meaning of the E.U. General Data Protection Regulation ("GDPR") and other applicable privacy laws that recognize this concept or an analogous concept. To the extent American Data includes personal data, including as disclosed by Agent, American will handle such personal data in accordance with American's privacy policy and in accordance with applicable local Applicable Law. In all other respects, American, as the owner of American Data, can use and disclose American Data for any purpose in compliance with all local Applicable Law. Agent will not adopt, apply or publish any privacy policy that conflicts with the requirements of these instructions, the Agreement or American's privacy policy.

Privacy policy

(c) Data Security. Agent will establish, implement, maintain, and use reasonable physical, technical and administrative safeguards for American Data in Agent's possession or under Agent's control in order to keep the data confidential and protect the same from unauthorized disclosure, access, use, destruction, loss, damage or alteration. Such safeguards will be in compliance with all Applicable Law (including any privacy or data protection statutes in the United States, Chile, United Kingdom, Canada, and European Union) and will be no less rigorous than (i) industry standard practices in the transportation and related services industry, and (ii) reasonable security procedures and practices appropriate to the nature of such American Data (the "Security Requirements"). For the avoidance of doubt, such data safeguards must include:

(A) compliance with the current Payment Card Industry Data Security Standard, and VISA, MasterCard and any other applicable payment card network bylaws, rules and operating regulations and federal and state laws or regulations regarding the collection, storage, use and sharing of American Data, including without limitation (1) creation and maintenance of a secure network to protect cardholder data; (2) use of all technical and procedural measures reasonably necessary to protect cardholder data it maintains or controls; (3) creation and implementation of secure measures to limit access to cardholder data; (4) monitoring access to cardholder data it maintains or controls; and (5) creation and implementation of an information security policy that ensures Agent personnel compliance with the foregoing;
(B) encryption of all records and files that contain any personal data when Agent transmits such records and files across public networks or any wireless network or stores such records and files on laptops, thumb drives or other portable devices or transfers such records and files for storage; and
(C) compliance with any security standards required by local law or regulations, including the laws and regulations of the Member State in which Agent is located if Agent is based in the European Union.

In addition, Agent shall require any of Agent's employees, agents or contractors with access to American Data to adhere to the Security Requirements, and certify that such employees, agents and contractors have not experienced any circumstances or events that are inconsistent with the Security Requirements during the last twenty-four months. Agent agrees that the controls used to safeguard American Data in Agents' possession will take into account the sensitivity of such information. Agent accepts responsibility for the security of payment card data, cardholder data, or sensitive authentication data processed on behalf of American. Agent represents and warrants ongoing compliance with the most current Payment Card Industry Data Security Standard and shall provide certification of compliance with this requirement upon request from American.

(d) Remediation. Following any Security Incident (defined as (i) the loss, misappropriation or misuse (by any means) of American Data; (ii) the inadvertent, unauthorized, and / or unlawful processing, distribution, alteration, corruption, sale, rental, or destruction of American Data; (iii) any other act or omission that compromises or threatens to compromise the security, confidentiality, or integrity of American Data, or (iv) any breach of American's security policies set forth herein), Agent must notify American within 24 hours. Agent and American will work in good faith regarding remediation efforts that may be necessary and reasonable. At American's sole discretion, Agent shall (A) either undertake remediation efforts for a Security Incident at its sole expense and in line with security best practices or reimburse American for American's reasonable costs and expenses in connection with taking remediation efforts for a Security Incident and (B) provide assurances satisfactory to American that such Security Incidents will not recur. To the maximum extent permissible by Applicable Law, and except with regard to American’s fraud, gross negligence or willful misconduct, Agent shall indemnify and hold harmless American and its officers and employees from and against any and all allegations, claims, demands, costs, expenses (including attorneys' fees and disbursements), losses, liabilities, penalties, fines, settlements or damages arising out of or relating to any Security Incident that occurs in relation to American Data that was in the possession or control of Agent or Agent's employees or contractors at the time of the Security Incident.

6. American's Intellectual Property

(a) Background. American's intellectual property, including its famous trademarks, logos, livery, travel posters, web sites and advertising, are important and valuable assets of American. Who uses them and how they are used has an impact on their continuing value and fame.

(b) American Marks and Correct Use. American grants Agent a limited, revocable, royalty free, non-transferable, non-assignable, non-sublicensable, non-exclusive permission to use certain American intellectual property, specifically the trademarks ENVOY, PIEDMONT, PSA, FLAGSHIP, AMERICAN AIRLINES, AA, AMERICAN EAGLE, AADVANTAGE, ADMIRALS CLUB, the Flight Symbol and the American Airlines' trade dress (the "American Marks") solely for the purpose of identifying Agent as an authorized agent of American. In using the American Marks, Agent agrees that American owns the American Marks, and that Agent 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 acknowledges and understands that it has no right or permission to use the American Marks for any purpose not expressly stated in these instructions, and that any unauthorized use of the American Marks will constitute an infringement of American's rights. Agent understands that it has no right or permission pursuant to the Agreement to use any other intellectual property owned by American or its affiliated entities. 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 or any replacement thereof, and will reproduce the design and appearance of the American Marks from reproduction art obtained from such web site. Agent further agrees that it will not 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. All uses of the American Marks, or other American intellectual property hereunder, including all goodwill accrued in such marks, shall exclusively benefit American.

(c) No Implied or Other Rights. Agent understands that it has no rights in American's intellectual property, nor can continued use of any of American's intellectual property ever give Agent any rights in or to any of American's intellectual property. Agent acknowledges that a breach of this Section will cause American significant, irreparable injury and that American's legal remedies for a breach will be inadequate. Agent will obtain American's written authorization (e-mail will suffice) before any use of American's intellectual property.

7. Abusive Practices

(a) Prohibition of Abusive Practices. Agent acknowledges that the following are considered abusive practices prohibited under this Agreement, that Agent will not engage in, and that Agent will ensure that servicing, ticketing or bookings done by Agent are not for and do not involve:

(i) Hidden City / Point Beyond Ticketing;
(ii) Back to Back Ticketing;
(iii) Throwaway Ticketing;
(iv) Automated Re-Shopping (whether conducted by Agent itself or through a third party that is authorized, enabled or assisted by Agent);
(v) Duplicate and Impossible / Illogical Bookings;
(vi) "Sales Location Shifting" (i.e., making a booking or issuing a ticket from a sales location that is different than the one selected by the customer to circumvent Content, availability, commissions, incentives, or other airline controls);
(vii) "Block Booking" (i.e., creating or trafficking in secondary markets of American's fares or tickets, which includes, without limitation, engaging in block or group purchasing of tickets on its own behalf and outside of American's approved Group and Meeting Travel processes, with the intention of reselling the tickets and cancelling any unsold inventory close to the date of departure or otherwise compromising American's inventory with speculative ticket reservations that Agent intends to re-market to Agent's passenger or customers);
(viii) Circumventing journey controls or separating "married segments" to obtain otherwise unavailable inventory is also prohibited (this prohibition also applies to software or apps that facilitate such circumvention);
(ix) Circumventing or bypassing the terms and conditions of purchase imposed by American, including, but not limited to, payment of all amounts when due and compliance with all rules regarding availability of fares, products, or services; or
(x) Any other fraudulent, fictitious, or abusive bookings that violate American's Rules.

Please see American's Conditions of Carriage, Ticket Validity, Prohibited booking practices for further explanation and examples of these types of prohibited bookings, as such may be updated from time to time.

Conditions of carriage

(b) Transparency. Agent will transparently execute all ticket sales through its own Agency and Agent locations, and will not execute ticket sales through any other Agency for any reason, including to obscure its own sales. Agent will transparently supply and use complete and accurate contact and payment information for its customers, and will not use dummy accounts or addresses or its own payment information.

(c) Passive Segments. American generally allows the use of passive segments, except in the case of satisfying productivity requirements of distribution intermediaries or to circumvent fare rules or where passive segments lead to additional expense for American. Any costs, expenses or fees associated with creating or using passive segments will be borne by Agent.

(d) No Third Party Bookings. Agent agrees not to facilitate or enable the promotion, sourcing, servicing or booking of American products and services by third parties who are not authorized American Agents because of suspension or termination, including through the use of pseudo city codes used by or lent to or set up for such a third party, unless expressly authorized to do so by American.

(e) No Private or Contracted Fares. Since American is not a participant in other carriers' private agreements and since American does not honor other airlines' discount codes, Agent agrees that other airline private or contracted fares or ticket designators may not be ticketed using American's ticket stock. If American decides not to participate in a particular distribution intermediary (such as a GDS, aggregator or meta search engine) and Agent has been notified of such by American, Agent understands that it does not have the authority to promote, source or book American products and services through such distribution intermediary.

(f) Use of Websites. Unless otherwise expressly authorized by American in writing, Agent agrees that it will not use any American owned website (e.g., AA.com) or app for any commercial purpose, and acknowledges that such websites and apps are for the direct and personal use of passengers not acting through a travel agency.

(g) Fraud and Misrepresentations. Agent will not engage in any fraudulent activity, including altering flight coupons for non-qualifying discount travel, backdating tickets, or selling no-cash-value coupons, discounts, or upgrades. Fraudulent activity also includes (i) withholding or misrepresenting, or facilitating the withholding or misrepresentation of, information regarding American products and services, such as information regarding availability and pricing, and (ii) fraudulent advertising, including directly or indirectly using any automated, deceptive or fraudulent means to generate impressions, click-throughs, or any other similarly deceptive actions in relation to advertisements or Internet promotions on an American web site or mobile app or in relation to advertisements or Internet promotions of American (or its products or services) on third party websites. Except for fares filed for bulk ticketing or unless otherwise agreed in writing, for all tickets issued using American's validation code and irrespective of whether a single or multiple forms of payment are used, Agent must report such tickets through the applicable Billing and Settlement Plan or Area Settlement Plan with the same form(s) of payment provided by the customer. Agent must not use a credit card which is issued in the name of Agent, in the name of any of Agent's personnel, or in the name of any third party, other than the customer, his or her employer or a representative of the customer, to issue such tickets, unless the tickets are intended for Agent's own personal travel. Additionally, with the exception of tickets for private or contracted fares that Agent is authorized to receive, Agent will ensure that American is the merchant of record for all transactions. Agent will not directly or indirectly promote services that keep a portion of the compensation due to passengers from American in the event of flight delays or other incidents without clearly and conspicuously disclosing that passengers can obtain the full compensation, without deductions, directly from American. Further, when American issues a refund to a passenger for a ticket booked through Agent, Agent will not withhold the refund or any part of it from passenger.

(h) No Biasing or Alterations. Agent's systems, processes and practices may automate a customer's preferences for air carrier, but must not otherwise involve any form of bias against American's products and services, provide false or misstated information, provide or facilitate disinformation, or alter the Content or information provided by American or fail to display all such Content and information. Agent must not facilitate or encourage such biasing, alterations or failures to display by others. Additionally, Agent will not impose service fees, or other fees (including, without limitation, ticketing fees or charges, paper ticket fees or charges, delivery fees or charges, booking fees or charges, incentives or other features) with respect to the display, offer, servicing, booking, ticketing or sale of American's products and services that are higher than those imposed for the display, offer, servicing, booking, ticketing or sale of any other carrier products and services. Agent also shall not impose service fees based on the method of distribution or the technology underlying American's products or services that are higher than those imposed by Agent on the products and services of other air carriers, and any such service fees charged by Agent based on the method of distribution or the technology underlying American's products or services cannot be disproportionate to the costs that Agent is trying to recoup for such method of distribution or technology. Agent also shall not withhold access to American's Content available via NDC unless the request is received directly from the customer. Similarly, if Agent offers discounts to its customers in connection with any service fees or the offering or sale of carrier products and services, Agent will not discriminate against American and will always provide clear, complete and accurate explanations and information to Agent's customers when offering or describing such discounts and in displaying, explaining or distributing products and services. If Agent charges a customer a service or other fee for its services, such charge or fee shall be listed separately and the charge or fee for an American booking or other American product or service must be equal to the lowest fee imposed by Agent for other air carriers.

(i) Re-Distribution. Agent's Appointment is for purposes of Agent marketing and selling American's products and services directly to customers for those products and services. Agent's Appointment is specific to Agent and does not include any authority for Agent to act as an intermediary for distribution of American's products and services via third parties. Specifically and without limiting the previous sentence, Agent may only directly or indirectly redistribute American Data for use or display via third party websites or services (including, for example, through web sites or mobile platforms that are provided by Agent but re-branded for a third party so that it appears to be a service from a third party) if American is a party to any such distribution arrangement. In addition, if American has permitted Agent to use or work with a non-accredited entity in making a booking, then Agent acknowledges and agrees that American reserves the right to reject the booking in American's sole discretion and that Agent nonetheless remains primarily responsible and liable to American in all respects for any bookings or other actions made by third parties and ticketed or otherwise facilitated via Agent's Appointment. Agent agrees not to use its affiliated entities to circumvent American's policies or conditions (e.g., by using affiliated entities to engage in Sales Location Shifting).

(j) Non-AAdvantage^® Loyalty Program Redemptions. Agent may not resell tickets to facilitate purchases of tickets in connection with non-AAdvantage^® loyalty program redemptions. Agent agrees to comply with the following requirements: (i) Agent must establish a separate redemption pseudo-city code ("PCC") account solely for non-AAdvantage^® Program loyalty program redemptions and identify such PCC to American; (ii) Agent must purchase each ticket pursuant to a specific customer's redemption request using the name and full contact information of the traveling passenger and not the name of Agent or any third party; and (iii) Agent must use fiat currency to pay for the ticket. American does not directly accept any non-AAdvantage^® Program loyalty currency in exchange for American's products or services and does not permit resale of tickets for any purposes, including in connection with loyalty program redemptions.

8. Consequences of Violation; Termination

(a) American's Remedies. If Agent issues, facilitates or redirects a ticket in violation of the Agreement or otherwise violates, facilitates or redirects the violation of this Addendum or the Rules, then without limitation to any rights or remedies that may be available to American at law, in equity or otherwise, American may in its sole discretion and at any time, to the maximum extent permissible by Applicable Law:

(i) issue debit memos to Agent for any deficiency or any loss incurred by American by reason of the violation, including at a minimum and without limitation an amount equal to the cost of the ticket, the difference between the applicable fare and the fare actually used, GDS fees, lost revenue from spoiled inventory, or an administrative service charge, as American deems appropriate;
(ii) suspend, limit, condition or terminate any Agency Location, Agent's Appointment, any or all aspects of Agent's ticketing or other authority, and/or the appointment of any affiliated entity, including by removing, restricting or limiting available Content to or Agent's right to participate in or receive all or part of any agency incentives, promotions or overrides;
(iii) recoup and offset any amounts owed to American by Agent against any amounts otherwise due to Agent from American; and/or
(iv) pursue legal or equitable remedies, including by seeking an injunction.

(b) Consequences of Agent's Suspension or Termination. If any of Agent's locations are suspended or terminated, Agent may not issue tickets for American fares, products or services from the suspended or terminated location. If Agent's Appointment is suspended or terminated, Agent may not act issue tickets for American fares, products or services from any location. To be clear, marketing, booking or selling American fares, products or services or facilitating in such, whether using Agent's own ARC or IATA accreditation or that of another Agent is defined as acting in an agency capacity. In the event of any such suspension or termination, Sections 4 (Data), 5 (Confidentiality, Privacy and Data Security), 7 (Abusive Practices), 8 (Consequences of Violation; Termination), 9 (Audit) and 10 (Additional Terms) of this Agreement will continue to apply and bind Agent. Further, for the avoidance of doubt, in the event of any such suspension or termination, Agent will no longer have any rights under Section 6 (American's Intellectual Property) or otherwise to use American's trademarks and copyright works for any purpose and to any extent. Further, without limiting or waiving any of American's rights or remedies in this Agreement or otherwise, Agent acknowledges that in the event Agent engages in the unauthorized promotion, sale or distribution of American products and services (e.g., following suspension or termination of Agent's authority), the provisions of the Agreement continue to apply and are binding on Agent with regard to such activities, but this will not constitute a reappointment. After suspension or termination of its ticketing authority, Agent will not access, obtain or display American's Content from or execute ticket sales indirectly through any other Agency for any reason including to obscure its own sales.

(c) Responsibility. Agent remains liable and responsible for any acts or omissions of Agent and its affiliated entities and businesses with respect to American products and services including with respect to all of Agent's and its affiliates' respective locations around the world. American reserves the right to pursue recourse directly against Agent if Agent or any of Agent's affiliated entities is involved in the promotion, marketing, sale or purchase of any of American's products or services, or other activity, whether alone or with third parties, that causes a violation or breach of this Addendum or the Rules. Without limiting the foregoing, American may pursue recourse directly against any of Agent's affiliated entities.

(d) Payment of Debit Memos; Administrative Processing Fees.

(i) Agent agrees to pay or reconcile all debit memos and debit memo fees 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 Applicable Law, whichever is less, from the date due to the date of the payment.
(ii) American reserves the right to assess, and Agent agrees to pay, administrative processing fees to be included as part of any debit memo issued to Agent. Agent acknowledges that American's damages for Agent's failure to fully comply with this Agreement may be uncertain or difficult to ascertain or prove and that American's administrative service charges represent a reasonable estimate of the minimum amount of American's loss due to Agent's improper acts in these situations. Without limitation to any other administrative processing fee, Agent agrees to pay an additional fee of at least $300.00 USD (or the local currency equivalent) to cover administrative expenses arising from the audit or review of an Agent’s requests for reinstatement of Agent's Appointment following Agent’s suspension, limitation or termination for any reason by American.
(iii) American's acceptance of any administrative fees does not obligate American to act, or refrain from taking any action, nor does it waive, release, amend, or modify the Agreement, or any rights or obligations of Agent or American.

9. Audit

American has the right to audit Agent's books and records at any time to review Agent's compliance with the terms of the Agreement including American's Rules. Agent agrees that American may use information obtained from ARC, IATA or other sources to evaluate the credit-worthiness of Agent and Agent's employees and owners, to the extent permitted by Applicable Law. Agent shall provide all reasonable cooperation requested by American in connection with any such audit. In the event that American's audit identifies material non-compliance by Agent with the Agreement, the Agent shall reimburse American for the full cost of conducting such audit.

10. Additional Terms

(a) Prior and Separate Agreements. This Addendum supersedes all prior addenda to the Governing Travel Agency Agreements that American has presented via its websites (including any printed versions of such online addenda) effective as of the date at the end of this Addendum. If American has authorized Agent to use American's direct channels (e.g., AA.com) in connection with this Agreement, then to the extent of any conflict between this Agreement and the terms of such direct channels, the provisions of this Agreement will govern where applicable.

(b) Waiver. Any waiver or modification of any of the terms of the Agreement, including these instructions, must be in writing from American. American may amend or modify its policies and these instructions at any time. Agent agrees that failure of or delay by American to require strict performance or to enforce any provision of the Agreement, or a previous waiver or forbearance by American, will in no way be construed as, or constitute, a continuing waiver by American of any Rule or any provision of the Agreement.

(c) Severability. If any provision of this Addendum or the Rules conflicts with Applicable Law or if any such provision is held invalid or unenforceable by a court with jurisdiction, such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with Applicable Law. The remaining provisions of these instructions and the application of the challenged provision to persons or circumstances other than those as to which it is invalid or unenforceable will not be affected thereby, and each such provision will be valid and enforceable to the full extent permitted by Applicable Law.

(d) Applicable Law and Venue. To the extent permissible by Applicable Law, the laws governing the entire relationship between American and Agent, including all disputes that may arise between American and Agent regarding the formation, interpretation or enforcement of the Agreement, and the venue for all disputes, will be as follows:

(i) For Agents located in the United States, United Kingdom, European Union, Canada, Mexico or in the Caribbean, and for Agents with locations in multiple countries that include the United States, the governing law will be the laws of the State of Texas, and Agent hereby submits and consents to the exclusive jurisdiction of the United States District Court for the Northern District of Texas and the courts of the State of Texas for all disputes. For purposes of this provision, an Agent that is incorporated in the United States, has a principal place of business in the United States, or otherwise conducts sales in or has significant contacts with the United States will be deemed to be located in the United States (and not in any of the regions specified in Sections 10(d)(ii)-(iv) below).
(ii) For Agents located in Europe but outside of the European Union or the United Kingdom, the governing law will be the laws of England and Wales, and Agent and American hereby agree to arbitration administered in accordance with the Arbitration Process (defined below) with a legal seat in London. For the purposes of Sections 10(d)(ii)-(iv), but without prejudice to Section 10(d)(i), an Agent shall be deemed to be located in its place of incorporation.
(iii) For Agents located in Latin America (outside of the Caribbean or Mexico), the governing law will be the laws of the State of New York, and Agent and American hereby agree to arbitration administered in accordance with the Arbitration Process with a legal seat in New York city.
(iv) For Agents located in Asia or Africa, the governing law will be the laws of England and Wales, and Agent and American hereby agree to arbitration administered in accordance with the Arbitration Process with a legal seat in Singapore.

(e) Arbitration Process. WITH RESPECT TO AGENTS FALLING WITHIN SUB-CATEGORIES (II)-(IV) IN SECTION 10(D) ABOVE, ALL DISPUTES ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THE AGREEMENT, OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION OR VALIDITY THEREOF, INCLUDING THE DETERMINATION OF THE SCOPE OR APPLICABILITY OF THE AGREEMENT TO ARBITRATE (A "CLAIM"), SHALL BE FINALLY SETTLED UNDER THE ARBITRATION RULES OF THE SINGAPORE INTERNATIONAL ARBITRATION CENTRE (THE "RULES") BY THREE ARBITRATORS APPOINTED IN ACCORDANCE WITH THE SAID RULES (THE "TRIBUNAL"). WHILE THE SEAT OF THE ARBITRATION WILL REMAIN AS SPECIFIED IN SECTION 10(D)(II)-(IV), HEARINGS MAY BE HELD IN OTHER MUTUALLY AGREED LOCATIONS. THE LANGUAGE OF THE ARBITRATION SHALL BE ENGLISH.

(f) Assent to Forum. To the extent permissible by Applicable Law, Agent waives any claim of lack of jurisdiction or forum non conveniens.

(g) Equitable Relief. It is acknowledged and agreed that any breach of the obligations set out in the Agreement by Agent could cause irreparable injury and that monetary damages would not be an adequate remedy for such breach. In the event of a breach or threatened breach of any of the provisions of the Agreement, American will, to the extent permitted under Applicable Law, be entitled to seek injunctive relief in any court of competent jurisdiction restraining Agent from breaching the terms hereof without requirement of a bond or notice and Agent agrees not to object or defend against such action on the basis that monetary damages would provide an adequate remedy.

(h) No Third Party Beneficiaries. No person who is not a party to the Agreement shall have the right to enforce any terms or conditions of the Agreement or these instructions (i.e., there are no intended third party beneficiaries).

(i) Litigation and Investigations. Except to the extent otherwise expressly required by Applicable Law, Agent shall notify American within twenty-four (24) hours of receiving any judicial or administrative order, request or inquiry by a governmental authority or any litigant (whether by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demands or other similar processes) seeking access to or disclosure of personal information of a passenger of American. American shall have the right, at its own expense, to defend against such claim in lieu of and on behalf of Agent. Agent shall reasonably cooperate with American in such defense as required by American.

(j) Documents. Agent shall establish and maintain complete and accurate books, notices and accounting and administrative records necessary to document compliance with this Agreement, including, without limitation, accounts of all processing involving personal information, and shall retain such records for the term of the Agreement and for at least seven (7) years thereafter.

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Addendum to Governing Travel Agency Agreements (GTAA)

American Airlines, Inc. Addendum to the Governing Travel Agency Agreements