Destinations
Unlimited, Inc., d.b.a. Internet Air Fares (IAF), has authorized the sales
representative (“Agent”) identified on the face of this application to solicit the
creation and placement of Internet Air Fare Advisory pages as described in
Parts (1), (2), and (3) of the Application in accordance with these Terms and
Conditions. By submitting this
Application, I am requesting IAF to electronically publish on its web-site http://www.air-fare.com the customized fare
page described in Part (2) of the Application.
For purposes of these Terms and Conditions, “I”, “me”, or “my” means the
person who is the subject of the customized page described in this Application,
who may be an individual, a corporation, or any other entity or
organization. I agree that these Terms
and Conditions will apply to any revisions or renewals of my Application.
SECTION
1. IAF Not Bound to Publish. I
understand that the submission of this Application is not an agreement by IAF
to electronically publish my customized Air Fare Advisory page and that IAF may
choose not to electronically publish my customized Air Fare Advisory page. I also understand that IAF will be bound by
this application only when IAF publishes my customized Air Fare Advisory page,
and that IAF also reserves the right to immediately remove my customized Air
Fare Advisory page at any time at its sole discretion. If IAF does not electronically publish my
customized Air Fare Advisory page or removes my customized Air Fare Advisory
page, it may refund an appropriate prorated portion of the money I previously
paid for the publication of my customized Air Fare Advisory page and have no further
obligation to me.
SECTION
2. Term.
(a)
Publication. My customized Air Fare
Advisory page is submitted as described in the Application and shall begin and
continue for the term indicated in Part (3), unless earlier terminated in
accordance with the terms of this Agreement.
IAF reserves the right to alter such term. IAF may decide to discontinue Air Fare Advisory Pages in whole or
in part. IAF will attempt to notify me
if it decides to alter such Term, to discontinue my customized Air Fare
Advisory page.
(b)
Automatic Renewal. This agreement will
automatically renew for a subsequent Term of the same length unless I provide
written notice to IAF of my intent to cancel this agreement not less than
thirty (30) days prior to the end of the Term.
I agree to pay IAF or Agent for the Term and for each subsequent Term,
according to Section 3 of these Terms and Conditions.
(c)
Rights and Obligations. All rights
and obligations of the parties under this agreement which, by their nature
would continue beyond the termination, cancellation or expiration of the
Agreement, will survive termination, cancellation or expiration thereof.
SECTION
3. Fees and Payments.
(a)
Payment.
I promise to pay IAF or agent the amounts listed for the term chosen in Part
(3) of the Application, plus any applicable taxes. If I renew or revise my customized Air Fare Advisory page, I
promise to pay for the renewed or revised customized Air Fare Advisory page at
the then current price.
(b)
Billing. My credit card account will be charged at
the beginning of the Agreement, reflecting any discounts applied for mid-month
start up and subsequently at the beginning of each month. IAF will send me a corresponding statement
setting out the date, the account billed and the total amount of each charge.
Billing will continue on a monthly basis.
IAF or Agent may agree to or require other billing arrangements at its
discretion. IAF or Agent may require me
to make full or partial payment for my customized Air Fare Advisory page before
it is electronically published.
(c)
Late Charges. If IAF or Agent has not received the full amount I owe within thirty
(30) days of the due date specified in Part (b) above, I understand that I may
be required to pay IAF or Agent a late charge or that I may be required to pay
all amounts due for the entire term of this Agreement. The amount of the late fee will not exceed
1.5% per month of the amount overdue. I
also agree to pay IAF or Agent any collection costs and attorney’s fees
incurred to recover any unpaid amounts.
SECTION
4. Cancellations and Revisions.
(a)
I
understand that I may cancel my customized Air Fare Advisory page at any time
for convenience. If I elect to cancel
my advertising before it is electronically published, I agree to pay for any
services performed as of the date notice of cancellation is received by IAF or
Agent as the case may be. If I elect to
cancel my customized Air Fare Advisory page during the term of this Agreement,
I agree to pay any remaining unpaid balance due for the remainder of the Term.
SECTION
5. Limitation of Liability. IF THERE IS AN ERROR OR OMISSION IN ANY
CUSTOMIZED AIR FARE ADVISORY PAGE CAUSED BY IAF OR AGENT, IAF WILL CORRECT THE
CUSTOMIZED AIR FARE ADVISORY PAGE PROMPTLY IN ACCORD WITH ITS USUAL SCHEDULE
UPON ELECTRONIC, TELEPHONIC OR WRITTEN NOTICE OF SUCH ERROR OR OMISSION. AS SOLE COMPENSATION FOR ANY SUCH ERROR OR
OMISSION IAF MAY, AT ITS OPTION, REDUCE THE CHARGES TO BE PAID FOR THAT
CUSTOMIZED AIR FARE PAGE, EXTEND THE TERM AT NO ADDITIONAL CHARGE TO ME, OR
OTHERWISE COMPENSATE ME FOR SUCH ERROR OR OMISSION. ANY SUCH REDUCTION IN PRICE, EXTENTION OR OTHER COMPENSATION
SHALL BE PROPORTIONATE TO THE AMOUNT BY WHICH IAF DETERMINES THE ERROR OR
OMISSION REDUCES THE VALUE OF MY CUSTOMIZED AIR FARE ADVISORY PAGE.
ANY
EXPRESS WARRANTY NOT PROVIDED HEREIN, AND ANY REMEDY WHICH BUT FOR THIS
PROVISION, MIGHT ARISE, BY IMPLICATION OR OPERATION OF LAW, IS HEREBY EXCLUDED
AND DISCLAIMED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR THAT NETWORK TRANSPORT
WILL BE UNINTERRUPTED OR ERROR FREE.
IN
NO EVENT WILL IAF OR AGENT BE LIABLE TO ME FOR DAMAGES CAUSED BY ANY ONLINE
SERVICE, COMPUTER FAILURE, ERROR BY THE AIRLINE TARIFF PUBLISHING CO. (ATPCO),
OR BY ANY TRANSMISSION, ACCESS OR COMMUNICATION PROBLEMS. IN NO EVENT WILL IAF OR AGENT BE LIABLE TO
ME FOR ANY CONSEQUENTIAL, PUNITIVE, INCIDENTAL OR OTHER DAMAGES ARISING FROM
THE USE, PARTIAL USE OR INABILITY TO USE ANY SERVICES PROVIDED BY IAF HEREIN,
INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS REVENUES OR PROFITS. I UNDERSTAND THAT THIS LIMITATION OF
LIABILITY WILL APPLY TO ANY CLAIM I HAVE AGAINST IAF OR AGENT INCLUDING, BUT NOT
LIMITED TO, CLAIMS BASED ON CONTRACT VIOLATIONS, TORTS (INCLUDING WITHOUT
LIMITATION NEGLIGENCE, LIABLE, COPYRIGHT OR TRADEMARK INFRINGEMENT, OR
MISREPRESENTATION) OR STRICT LIABILITY.
IAF
OR AGENT WILL NOT BE REQUIRED TO CORRECT ANY ERROR OR OMISSION OTHER THAN IN
ACCORDANCE WITH ITS USUAL WORK SCHEDULES OR TO GIVE ANY SPECIFIC NOTICE OF THAT
ERROR OR OMISSION.
SECTION
6. Right to Use Trademarks, Etc.
I represent to IAF and Agent that I have the right to use each
copyright, trademark, trade name, service mark and name, statement, portrait, graphic,
artwork, photograph, picture or illustration of any person or any other
intellectual property in the way it is used in the customized Air Fare Advisory
page and linked pages. If that right
changes or any proceedings contesting that right are begun, I will give IAF and
Agent written notice promptly. I agree
that I am solely responsible for the enforcement and protection of any
intellectual property included in my customized Air Fare Advisory page and any
linked page for which I am responsible.
SECTION
7. Idemnification. I will indemnify and hold harmless IAF and Agent from
all damages, claims, losses, liens, attorney’s fees and expenses resulting from
claims brought by other parties regarding the publication of my customized Air
Fare Advisory page as requested by this application or as a result of a breach
of the representations and warranties I made in Section 6. I will be obligated
by
the section even after the term during which my customized Air Fare Advisory page
is published by Internet Air Fares.
SECTION
8. No Approval or Endorsement by IAF.
I understand that IAF merely accesses airfare data published by the
Airline Tariff Publishing Co. via the Worldspan reservation system each
business day and does not approve, endorse or guarantee any such data presented
in my customized Air Fare Advisory page.
I also understand that IAF may publish customized Air Fare Advisory
pages of any other person in any printed or electronic format at any time.
SECTION
9. Successors and Assigns. This Application shall be binding on and
inure to the benefit of me and my successors and assigns. I may not assign any of my rights or
delegate any of my duties under this Application without prior consent of IAF. I also understand and agree that IAF
reserves the right freely to assign this Agreement without notice to me.
SECTION
10. Non-Waiver of Rights. IAF
will not lose any of its rights under this Application even if it does not
enforce a right or delays in enforcing a right.
SECTION
11. Force Majeure; System Failure.
In no event will IAF or Agent be liable for delays, errors or omissions
in production or electronic publication of customized Air Fare Advisory pages
resulting from an act of God, government act or other act or circumstance
beyond its reasonable control, or for any computer system failures, viruses, or
unauthorized use by a third party.
SECTION
12. Choice of Law. I agree that
this Application and all my rights and obligations shall be governed by and
interpreted according to the laws of the Commonwealth of Kentucky without
regard to its conflicts of laws and rules.
SECTION
13. Entire Agreement. This
application describes the entire agreement between IAF and me regarding my
customized Air Fare Advisory page and subsequent revisions on Internet Air
Fares and supersedes any other verbal or written agreements regarding the
Application for customized Air Fare Advisory page electronic publication. I understand that Agent may not amend these
Terms and Conditions, except as provided in a written document signed by both
parties.
IAFTC
Rev 7/00