B2C Air Hotel Car Booking Engine

ATA Travel Space Service Agreement

This Customer Automation Service Agreement (“Agreement”) for access to Amadeus Canada is entered into between the person(s), individual or corporate, specified below (“Customer”) and ATA Vacations Inc. (“ATA”), an Ontario corporation with its principal offices at 7755 Warden Ave, Unit 3, 2^nd Floor, Markham, Ontario, L3R 0N3.

All amounts shown in this agreement are in Canadian dollars.

WHEREAS ATA is a corporation incorporated under the laws of Ontario and carries on business as a marketing intermediary between its preferred suppliers and its travel agency Customers;

AND WHEREAS the Customer is desirous of entering into an agreement with ATA whereby it becomes an agency Customer and thus gains, among other things, access to the services available through ATA

In consideration of this agreement and of the mutual covenants and agreements herein contained, and for other good and sufficient consideration, receipt of which is hereby acknowledged, the parties hereto covenant and agree with each other as follows:

1.  PRODUCTS & SERVICES

1. ATA Travel Space Basic includes the following products & services upon payment of applicable charges:

1)      Website Development (if selected, 10 Page maximum, pictures & copywriting to be provided by the customer)

2)     Air, Hotel, Car Rentals Booking Engine

3)     Tour Packages Booking Engine (if selected)

2. Optional services will be based on customer’s selection in the web form :                  

 2. FEES

TABLE 1 : Additional Air Booking Fees

In addition to fees above, the customer will be responsible for any associated fees involving but not limited to Amadeus Web Services Transactions, Master Pricer, Master Pricer Calendar.  Please refer to your Amadeus Contract for charges.

* One Time Setup Fee is Non-Refundable.

3.  ADDITIONAL PRODUCTS AND SERVICES

Customer may order Additional Products at any time. All Additional Products will become subject to the terms and conditions of this Agreement on the date an order is placed, and there will be no need to execute a new Schedule or contract amendment unless either party so requests.  Any Additional Products may be canceled by either party upon thirty (30) days notice.

4. AD REVENUE PROGRAM

From time to time, ATA will offer customers an opportunity to participate in an Ad Revenue Program.  This Ad Revenue Program will see ATA form partnerships with “Travel Related Companies” such as Travel Tourism Boards, Insurance Companies or Other Travel Related Products on behalf of participating customers to gain Ad Revenue in exchange for one (1) Advertising banners within the Customer website.  If ATA enters into such a partnership with a “Travel Related Company”, Customers will be notified of their participation and be compensated 50% of any ad revenue generated.  Customers will be provided a report and payment details for earned Ad Revenue.  Customers has the right to opt out of this program at any time.  Customer understands that Opting out means forfeiture of any and all Ad revenue earned during the entirety of the Ad Revenue Program.

5.  LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL ATA, THOMALEX, SOFT VOYAGE, AMADEUS, THE AMADEUS GROUP, OR THEIR RESPECTIVE AGENTS, CONTRACTORS OR VENDORS BE LIABLE TO Customer FOR ANY DAMAGES INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, LOST DATA, DELAYS, LOST PROFITS, LOSS OF REVENUE OR ANY OTHER ECONOMIC LOSS, COST OR EXPENSE ARISING FROM OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF CONTRACT, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF ATA, AMADEUS OR THE AMADEUS GROUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT AS EXPRESSLY STATED IN 9b OF THE TRAVEL SERVICES AGREEMENT PROVIDED BY AMADEUS, IN NO EVENT SHALL ATA, AMADEUS’ AND THE AMADEUS GROUP’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT, WHETHER ARISING OUT OF BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, OR OTHERWISE EXCEED REVENUES RECEIVED DIRECTLY FROM Customer UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE DATE THE CAUSE OF ACTION ARISES.

6.  TERM

The term of this Agreement is 12 months and begins upon execution of this contract by both parties. This agreement will automatically renew for additional 12 months upon the end of the first 12 months.  Customers may terminate this agreement with thirty (30) days written email notice to ATA.
ATA may terminate this Agreement without cause upon thirty (30) days notice to you.

Customer also agrees to sign a Travel Service Agreement with Amadeus and ATA and to abide by the stated terms and conditions of both their agreements.  If for any reason Amadeus or ATA terminates its service to your agency, this agreement will automatically be terminated and will no longer be in effect without any further notice to you.

7.  COMMITMENT

During the term of this Agreement, Customer, agrees to:

1. Not to breach this ATA E-Commerce Site Development Service Agreement and ATA Customer Automation Service Agreement
2. Pay One Time &  Annual Fees as per Section 2 no later than 30 days upon receipt of invoice.
3. The above terms must be met in order to receive any financial benefits of ATA Customer Automation Service Agreement.

8.  DISASSOCIATION WITH CUSTOMER

Customers are entitled to the benefits under this agreement only so long as they are under a Customer Agreement with ATA  If a Customer terminates its association with ATA, all benefits, discounts, payments and waivers provided to the Customer under this Agreement will no longer apply. 

9.  SPECULATIVE, FRAUDULENT OR IMPROPER BOOKINGS

Speculative, fraudulent or improper bookings are strictly prohibited.  ATA reserves the right to inspect at any time all of the terminals and/or bookings, and withhold revenue share until Customers have been cleared of speculative, fraudulent or improper bookings.  Discovery of speculative, fraudulent or improper bookings will result in immediate termination of this agreement and possible legal action.

10.  ASSIGNMENT

1. You may not assign this Agreement or any right or obligation under this Agreement without our consent, which we will not unreasonably withhold. If we permit an assignment, then we may require the desired successor to first sign appropriate documentation confirming that the assignee will assume and be bound by all of the obligations under this Agreement.

2. We may assign this Agreement by giving you notice.  We may perform our obligations through contractors.

11.  GENERAL TERMS & CONDITIONS

a.      Except for the obligation of payment, neither party shall be liable for non-performance caused by circumstances beyond their reasonable control including, but not limited to, strikes or labor unrest, delay in transportation, delay in delivery by suppliers, fire, civil disobedience, wars, acts of governments, unavailability of power or other utilities, or acts of nature.

b.      You agree not to disclose the terms and conditions of this Agreement to any third party or to issue any press release about this Agreement without our consent regarding the content of any such disclosure or press release.

c.      You agree not to use ATA trade name or trademarks without our consent.

d.      This Agreement is governed by and construed in accordance with the laws of Ontario, exclusive of conflicts of law principles. The parties agree to submit and maintain any disputes solely in the Ontario Canada courts.

e.      Nothing in this Agreement shall be interpreted or construed to require either party or their parent or affiliated companies to violate any rules, regulations, statutes, laws or public policy of any relevant jurisdiction.  In case any one or more of the provisions in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired. The parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

f.       If there is a change in any statute, rule, regulation or order governing the operation of computerized reservation systems, any Suppliers, or the System, which has or will have a direct or indirect material adverse effect upon the benefits of this Agreement to ATA, Thomalex or Amadeus, or changes in the pricing structure within the travel industry or offered by ATA or Amadeus to its Suppliers that affect the economic benefits of this transaction to ATA or Amadeus, we will notify you to propose any changes to this Agreement which we think are appropriate, including, but not limited to, early termination of this Agreement by ATA If you and ATA are unable to agree upon changes in the Agreement within thirty (30) days after the date of our notice to you, we may terminate this Agreement by giving you ninety (90) days advance notice of termination.  If we terminate this Agreement as stated in this Section, as of the date of termination, each party will be relieved of any future obligations, except for your obligation to pay all Charges incurred prior to the date of termination.

g.      No waiver of any provision or of any breach of this Agreement shall constitute a waiver of any other provision or of any subsequent breach. If any provision of this Agreement is found to be unlawful, void or unenforceable, that provision shall be severed from this Agreement and will not affect the validity and enforceability of any of the remaining provisions.

h.      Notices and consents required by this Agreement must be in writing, and will be deemed delivered five (5) business days after they are sent by first class mail to the address shown on the Schedule attached to this Agreement.

i.       This Agreement and the Schedule(s) constitute the entire agreement between the parties with respect to this subject matter and supersede and cancel all prior agreements or understandings, oral or written, including any different, conflicting or additional terms which appear on any purchase order or form you submit. Except as provided in Section 3, Optional Products, this Agreement may not be modified or amended except by a writing signed by authorized representatives of each party.

j.       This Agreement is for the benefit of ATA and Customer It does not confer any rights or benefits on any third party, including any Customers of any party, nor does it confer upon Customer any rights or causes of action against any third party.