Addendum to Governing Travel Agency Agreements (GTAA)

American Airlines, Inc. Addendum to the Governing Travel Agency Agreements for ARC and IATA Accredited Agents and their affiliates

Your travel agency, including affiliated agency locations under common control that are accredited by Airlines Reporting Corporation (“ARC”) or the International Air Transport Association (“IATA”) (collectively "Agent"), has entered into the Agent Reporting Agreement (the "ARC Agreement") with ARC with respect to travel agency location(s) in the United States and / or may have entered into and the IATA Passenger Sales Agency Agreement (the “IATA PSAA”) with IATA with respect to any travel agency locations outside the United States (collectively, as applicable, the “Governing Travel Agency Agreements”). The terms, conditions and Rules governing the agent-principal relationship between Agent and American Airlines, Inc., including all affiliated airlines under common control of American Airlines Group Inc., (collectively "American") are set forth below and in the Governing Travel Agency Agreement applicable to each travel agency location and any other agreement entered into by American and Agent, as supplemented by the terms, conditions, and Rules (defined in Section 3) below (such agreements including these terms, conditions, and Rules, being referred to collectively as the “Agreement”). American has appointed Agent to act as an agent for American in the sale of American’s products and services (“Agent's Appointment” or “Appointment”). Agent acknowledges and affirms that, until terminated or suspended, it is an agent of American. Compliance with the Agreement including these terms, conditions and Rules are conditions to the continued Appointment of Agent. To the extent that Agent or Agent’s affiliates, or their respective employees, sub-agents, services vendors or other third-party contractors or representatives including sub-agents using a technology platform provided by Agent (“Agent Representatives”) are involved in Agent’s activities within the scope of the Appointment, Agent will remain primarily responsible and liable to American for their full compliance with all of Agent’s obligations under the Agreement. Upon request by American, Agent will provide American with a complete and accurate list of all of its Agent Representatives (including IATA and office identifiers/ pseudo city codes) and the payment means utilized by such Agent Representatives. The Agreement applies to any tickets issued by Agent or Agent Representatives using American’s ticket stock.

1. Right to Inspect and Audit.

American may independently review any of Agent's locations, including those under Agent’s common control, that are accredited by ARC or IATA (the "Agency Locations"). The review may include on-site inspection of any Agency Location to determine whether Agent's operations comply with American's requirements for its agents in the sale of American products and services. American has the right to enter any Agency Location upon reasonable advance notice to: (i) inspect Agent's books and records relating to sales of American’s products and services and to ensure Agent's compliance with the provisions of the Agreement; and (ii) audit Agent's books and records to detect or establish Agent's abuse of, or failure to comply with, any of terms of the Agreement including 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 or IATA to evaluate the credit-worthiness of Agent and Agent's employees and owners.

2. Commissions and Incentives.

(a) Right to Modify Commission Policy. American does not currently pay base commissions to ARC-accredited 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 3(k) below, and any failure to comply will invalidate all commission obligations to Agent. Any commissions are based on the fare paid 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. Compliance with American's Rules and Rates.

(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 the 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, booking, ticketing or sale of American’s products and services.

(b) Compliance. Agent will also comply with all laws 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. 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 and shopping 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 new developments in law and regulation applicable to the display and offer of air transportation and related services, including laws and regulations regarding travel insurance.

(c) Comparisons. If Agent makes comparisons to 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 as provided by American; and (ii) any comparison analysis is conducted in a comprehensive, transparent and fair manner. Failure to comply may subject Agent to debit memos from American for any deficiency or any loss incurred by American by reason of the violation, the restriction or removal of some of all of American’s Content and the suspension, limitation or termination of Agent's appointment. If Agent is involved in the promotion, sale or purchase of tickets, or other activity, whether alone or with third parties, that causes a violation or breach of the Rules, American reserves the right to pursue recourse directly against Agent.

(d) Transparency. These instructions 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. If Agent charges a service or other fee for the services that it provides to customers or compensates its customers, such charges, fees (including any discounts) and compensation shall be clearly identified and listed 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).

(e) Order of Precedence and Conflicts of Law. In the event of any conflicts between these instructions, the Governing Travel Agency Agreements, or applicable law or regulation, the conflict shall be resolved by giving priority as follows:

  • i. applicable law or regulation;
  • ii. these instructions;
  • iii. the Governing Travel Agency Agreements.

(f) AAdvantage® / Promotional Programs. Agent agrees to comply with all Rules governing the AAdvantage® Program and other promotional programs, including eligibility requirements and the issuance of promotional certificates and tickets. Agent agrees not to submit any customer information for registration in the AAdvantage® Program without first obtaining such customer’s prior 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 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 and that Agent's direct or indirect involvement in any of these activities subjects Agent to (i) debit memos, (ii) the suspension, limitation or termination of Agent's Appointment, and (iii) 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 administrative and legal action by American, including the forfeiture of all (iv) award certificates, (v) tickets issued against award certificates, and (vi) accrued mileage in the customer’s account, as well as suspension or cancellation of the account. Agent further understands that such 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.

(g) Prohibition of Abusive Practices. Agent acknowledges that Hidden City / Point Beyond Ticketing, Back to Back Ticketing, Throwaway Ticketing, Automated Re-Shopping (whether conducted by Agent itself or through a third party that is authorized, enabled or assisted by Agent), Duplicate and Impossible / Illogical Bookings and other Fraudulent, Fictitious, or Abusive Bookings, violate American's Rules. (See American's Conditions of Carriage, Ticket Validity, Prohibited booking practices at https://www.aa.com/i18n/customer-service/support/conditions-of-carriage.jsp for further explanation and examples of these types of prohibited bookings, as such may be updated from time to time.) In addition, Agent acknowledges that “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) violates American’s Rules. Relatedly, Agent agrees that it 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. Further, Agent will not create or traffic 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 (collectively, “Block Booking”). It is the Agent's responsibility to ensure that ticketing or bookings done by Agent are not for and do not involve Hidden City/Point Beyond Ticketing, Back to Back Ticketing, Sales Location Shifting, Block Booking, Throwaway Ticketing, Automated Re-Shopping, Duplicate and Impossible/Illogical Booking and other Fraudulent, Fictitious, or Abusive Booking purposes.

Conditions of Carriage

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). 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 the Agent.

Agent agrees not to facilitate or enable the promotion, sourcing 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.

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.

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.

Agent acknowledges that if it engages in any of these practices, or sells or issues a ticket used for any of these purposes, Agent will be subject to (i) debit memos (ii) the suspension, limitation or termination of Agent's Appointment, (iii) the removal or restriction of some or all of American’s Content, and (iv) other remedies available to American.

(h) 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 (iii) 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 and (iv) Agent must not use a credit card which is issued in the name of the Agent, in the name of any of the 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 the 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.

(i) Regulatory Compliance. All advertising and promotions by Agent for American’s products and services will fully comply with all applicable laws, rules and regulations as well as any guidelines from the Department of Transportation (DOT) and other government regulators. For example, all print advertising will comply with all applicable disclosure requirements for codeshare or long-term aircraft wet-lease arrangements involved in the markets being advertised and radio and television adverts will disclose the fact that some services may be provided by other airlines, as currently required by 14 CFR 257-5(d). In addition, Agent must comply with all rules and guidance from the DOT and other government regulators regarding advertising and promotions, including those pertaining to full fare advertising, price increases and ancillary services. Failure to comply subjects Agent to debit memos and the suspension, limitation or termination of the Agency Location or Agent's Appointment by American.

(j) 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, booking, ticketing or sale of American’s products and services that are higher than those imposed for the display, offer, 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.

(k) Re-Distribution; Agent’s Affiliates. Agent’s Appointment is for purposes of the 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). Agent further agrees that American may enforce its policies and conditions, including the terms of this addendum, directly against Agent or any of Agent’s affiliated entities that are involved in any marketing or selling of American’s products and services and that Agent remains liable and responsible for any acts or omissions of Agent and its affiliated entities with respect to American products and services.

(l) 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 the 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.

(m) 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.

(n) Sanctions. Agent represents that neither it nor any of its subsidiaries, nor any of its or their directors, officers, managers, or employees is a person who (i) is the target of any laws administered by the United States Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the European Union or the United Kingdom imposing economic sanctions or trade embargoes (“Economic Sanctions Laws”), or (ii) is located, organized, or resident in a country or territory that is, or whose government is, the target of sanctions imposed by OFAC, the US Department of State, the European Union or the United Kingdom. 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 or the United Kingdom. Agent commits not to enter into any contact or otherwise engage in any dealing or transaction with or involving any sanctioned country or territory or any person or entity subject to any such sanctions and not to, directly or indirectly, trade with sanctioned countries or territories (including by exporting or importing goods, services or other resources) to the extent such trade activity falls within the scope of the sanctions.

(o) Loyalty Program Redemptions. Notwithstanding any other provision in the Agreement, American retains the right to determine in its sole discretion whether or not American’s products and services will be eligible or available for purchase in connection with a third party’s or an Agent’s loyalty program and whether any travel, purchase or other activity will earn loyalty points or AAdvantage® Program miles. 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 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 points 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.

4. Use of American's Validation Code.

American's validation code or plate is American's sole property, and Agent will surrender it immediately upon demand by American, ARC or IATA. Agent shall not use American’s validation code to circumvent termination or in the absence of appointment by American or another airline, for example, by issuing electronic 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 will 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. Conversely, if Agent’s Appointment is suspended or terminated, Agent will not seek facilitation from, or otherwise indirectly issue tickets for the benefit of its customers through, any still-authorized American Agent. Agent will not use American's validation code to issue tickets for transportation on carriers that do not maintain a ticketing and baggage interline agreement with American. American’s provision of a validation code or plate to Agent does not imply or require that American make available to Agent certain or all Content.

5. Consequences of Violations.

(a) Ticketing Violations; Violations of the Rules. If Agent issues a ticket in violation of the Agreement or is otherwise in violation of the Rules American has issued for travel agents, including these instructions, American may issue a debit memo 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. As noted above, with or without reason, American may also immediately suspend, limit or terminate any Agency Location or Agent's Appointment upon notice to Agent, including removing, restricting or limiting the Content available to Agent, or suspend, limit or terminate the appointment of any affiliated entity. Agent acknowledges that American's damages for Agent’s failure to comply with any term of the 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 the Agent's improper acts in these situations. American also retains all rights and remedies available to it under the Agreement or at law or in equity, including to seek an appropriate injunction.

(b) Payment of Debit Memos. 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 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 the suspension, limitation or termination for any reason by American. 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.

6. Agency Free and Reduced Travel.

Agent will comply with American's Rules concerning agency free travel and reduced rate travel privileges. Failure to comply subjects Agent to debit memos and the suspension, limitation or termination of the Agency Location or Agent's Appointment.

7. Agent Incentive, Promotional, and Override Programs.

Agent will 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 (i) forfeiture and repayment to American of all sums paid by American to Agent or the value received by Agent, (ii) the suspension, limitation or termination of Agent's right to participate in or receive all or a part of any agency incentives, promotions, or overrides, and (iii) the suspension, limitation or termination of Agent's Appointment.

8. Data Ownership and Use.

(a) Background. The creation, development, collection, verification, formatting, organizing and maintenance of fares, schedule, inventory, merchandising and other pre-booking data about American’s products, services and facilities requires extensive investment of time, money and specialized resources of American. For example, American expends significant amounts of time and money to (i) analyze markets and competition for air transportation and related products and services, (ii) analyze aircraft fleet types and utilization, (iii) analyze operating conditions at airports and air traffic control infrastructure, crew scheduling requirements and legal / regulatory requirements, (iv) develop, deploy and use proprietary algorithms, processes and techniques, many of which have taken years to develop and are critical to American’s competitiveness, and (v) train its personnel to become skilled and knowledgeable about each of the foregoing. This investment in pre-booking data also results in post-booking data about American’s products and services and the customers who purchase and consume them, and therefore American’s post-booking data is similarly valuable and competitively sensitive. The integrity, value and availability of American’s pre- and posting booking data can only be preserved if it is accessed and used in ways that have been authorized by American. Unauthorized access can cause disruption and harm to American’s systems, business and customers, and misuse of such data can lead to safety and security issues, as well as cause material commercial harm to American.

(b) 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 the 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.

(c) Examples of Unauthorized Activities. Any use of American Data beyond what is permitted in Section 8(b) above 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, 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 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 8 by sourcing American Data from third parties.

(d) Other Data. The intent of this Section 8 is to maintain and protect the proprietary, commercial, competitive and confidential integrity 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 the Agent’s marketing, sale or delivery of American’s products and services by Agent to customers and nothing in this Section 8 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.

(e) 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.

9. 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 the 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 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 the 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. The 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. American is an independent data controller within the meaning of the E.U. General Data Protection Regulation (“GDPR”). To the extent American Data includes personal data, including as disclosed by the Agent, American will handle such personal data in accordance with American’s privacy policy and in accordance with applicable local laws and regulations. In all other respects, American, as the owner of American Data, can use and disclose American Data for any purpose in compliance with all applicable local laws and regulations. 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.

(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 protect the same from unauthorized disclosure, access, use, destruction, loss, damage or alteration. Such safeguards will be in compliance with all applicable laws and regulations, including any privacy or data protection statutes in the United States, United Kingdom 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: (iii) 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; (iv) 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 (v) compliance with any security standards required by local law or regulations, including the laws and regulations of the Member State in which the Agent is located if the 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 (v) 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 (vi) provide assurances satisfactory to American that such Security Incidents will not recur. 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.

10. 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, 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 found at https://brand.aa.com, 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.

(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.

11. Right to Recoup and Offset

American reserves the right to recoup and offset any amounts owed to it by the Agent against any amounts otherwise due to Agent from American.

12. Termination or Suspension.

In its sole discretion and at any time, American may, upon written notice to Agent, limit, condition, suspend or terminate any or all aspects of Agent’s ticketing or other authority, including immediately (i) terminating American’s appointment of any Agency Location or Agent’s Appointment or (ii) limiting the Content made available to Agent. If any Agency Location is suspended or terminated, Agent may not act in any agency capacity for the sale of American’s products and services from the suspended or terminated location. If Agent's Appointment is suspended or terminated, Agent may not act in any agency capacity whatsoever for the sale of American’s products and 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 8, 9, 11 and 12 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 10 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. 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.

13. Miscellaneous.

(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 these terms, conditions and Rules conflicts with the law under which these instructions are to be construed 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 law.

(d) APPLICABLE LAW AND VENUE. 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 THESE INSTRUCTIONS OR THE AGREEMENT, AND THE VENUE FOR ALL DISPUTES, WILL BE AS FOLLOWS:

  • FOR AGENTS LOCATED IN THE UNITED STATES, 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 AGENTS LOCATED IN THE UNITED KINGDOM, THE GOVERNING LAW WILL BE THE LAW OF THE UNITED KINGDOM, AND AGENT HEREBY SUBMITS AND CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF LONDON FOR ALL DISPUTES;
  • FOR AGENTS LOCATED IN THE EUROPEAN UNION, THE GOVERNING LAW WILL BE THE LAW OF THE COUNTRY IN WHICH THE AGENT IS LOCATED, AND AGENT HEREBY SUBMITS AND CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF SUCH COUNTRY FOR ALL DISPUTES;
  • FOR AGENTS LOCATED IN EUROPE BUT OUTSIDE OF THE EUROPEAN UNION OR THE UNITED KINGDOM, THE GOVERNING LAW WILL BE THE LAW OF THE UNITED KINGDOM, AND AGENT HEREBY SUBMITS AND CONSENTS TO EXCLUSIVE ARBITRATION ADMINISTERED BY THE UNITED KINGDOM (LONDON) ARBITRATION;
  • 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 HEREBY SUBMITS AND CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR ALL DISPUTES;
  • FOR AGENTS LOCATED IN ASIA OR AFRICA, THE GOVERNING LAW WILL BE THE UNITED KINGDOM LAW, AND AGENT HEREBY SUBMITS AND CONSENTS TO EXCLUSIVE ARBITRATION ADMINISTERED BY THE SINGAPORE INTERNATIONAL ARBITRATION CENTER (“SIAC”) IN ACCORDANCE WITH THE ARBITRATION RULES OF THE SINGAPORE INTERNATIONAL ARBITRATION CENTRE (“SIAC”) FOR THE TIME BEING IN FORCE, WHICH RULES ARE DEEMED TO BE INCORPORATED BY REFERENCE IN THIS CLAUSE;
  • FOR AGENTS LOCATED IN OCEANIA, THE GOVERNING LAW WILL BE THE LAW OF AUSTRALIA, AND AGENT HEREBY SUBMITS AND CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE AUSTRALIAN COURTS FOR ALL DISPUTES.

(e) AGENT WAIVES ANY CLAIM OF LACK OF JURISDICTION OR FORUM NON CONVENIENS.

(f) It is acknowledged and agreed that any breach of the obligations set out in these terms, conditions and Rules or 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 these instructions or the Agreement, American will, to the extent permitted under applicable law, be entitled to seek injunctive relief in any court of competent jurisdiction restraining the 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.

(g) 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).

Updated and Effective from May 1, 2023.

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