EXHIBIT 10.19
Note: Portions of this exhibit indicated by "[*]" are subject to a confidential
treatment request, and have been omitted from this exhibit. Complete,
unredacted copies of this exhibit have been filed with the Securities and
Exchange Commission as part of the Company's confidential treatment request.
[LOGO] AMERICA WEST AIRLINES
CONSOLIDATOR AGREEMENT
This Agreement is made February 4, 2000, between America West Airlines Inc., a
Delaware corporation at 0000 Xxxx Xxx Xxxxxx Xxxxxxxxx, Xxxxxxx, Xxxxxxx 00000,
(herein "America West") and Cheap Tickets Inc., a Hawaii corporation at 0000
Xxxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxx 00000, (herein "Customer").
The parties agree to the following mutual covenants:
1. FARES:
a) This Agreement is valid for use by Cheap Tickets Inc.
b) Seats sold will be at specific fare levels in markets specified by
America West and under the conditions stated in Attachments A and B
herein.
c) The net fares offered in conjunction with this Agreement shall be
applicable for travel wholly over the services of America West and
America West Express as specified in Attachment A; all other codeshare
flights are not applicable. Net fares are provided in Consolidator
Fare schedules per previous and/or future fare distributions.
d) Net fares are subject to change at the sole and complete discretion of
America West. Written notice shall be provided to Customer not less
than five (5) business days prior to the effective ticketing date of
any net-fare change, or two (2) business days for electronically filed
fares. Customer agrees that all tickets issued as of the effective
date of any net-fare change shall reflect the applicable fares of such
fare change. Customer agrees to sign and return the confirmation page
of all Bulk Fare Advisories, thereby signifying acceptance of all
terms, conditions and fares contained in said advisory. Failure to
sign and return confirmation does not release Customer from adherence
to any revisions made on such advisories.
e) Fares do not include the following: U.S. transportation or
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international taxes, fuel surcharges, passenger facility charges,
and/or other city/governmental surcharges.
2. PAYMENT/REPORTING:
Customer agrees to issue tickets on standard industry ticket stock. In
accordance with ARC policies and procedures, tickets will be reported and
funds due for tickets will be remitted through ARC each week. Invoices for
other than ticket sales shall be due and payable within fifteen (15) days
from the date of invoice and shall not be subject to any offset or
deduction for any purpose.
3. ADVERTISING:
Customer agrees not to use the America West trade name, service marks,
logos, emblems, symbols or other brand identifiers in any advertising
promotional material, brochures, facsimiles, printed matter, signs or
Internet sites without the prior review and written approval of such
material by America West.
4. INTERNET
If Customer utilizes an Internet site to facilitate the sale of America
West seats, Customer agrees to the following:
a) A complete list of all Internet addresses connected to the sale of
America West seats will be provided to America West within ten (10)
business days of submission of this signed Agreement. Any additions,
deletions or corrections to this list must be communicated to America
West within ten (10) business days of said additions, deletions or
corrections. Communication must be made via electronic mail to
xx&x@xxxxxxxxxxx.xxx.
b) Customer agrees to provide monthly reports listing the number of
America West tickets sold via the Internet and the grand total of
America West ticket sales (Internet sales plus all other sales).
Reports must be received by America West by the 10th business day of
each month, with totals representing the previous month's ticket
sales. The report must be sent via electronic mail to
xx&x@xxxxxxxxxxx.xxx.
c) If an Internet site contains restricted pages that are used to
facilitate business, Customer agrees to provide America West with
passwords necessary to gain access to restricted pages.
5. CONTRACT NONCOMPLIANCE:
a) America West is entitled to receive compensation for the full value of
the coach fare in the event that inventory sold is not ticketed or
released in accordance with this Agreement, including Attachments A
and B.
b) Compensation due America West will be invoiced to Customer due and
payable fifteen (15) business days after notification.
c) Noncompliance with booking and/or ticketing procedures set forth in
this Agreement and its Attachments will result in a debit memo to
Customer. Noncompliance includes but is not limited to reservations
booked and/or ticketed in the wrong class of service, wrong fare,
individual bookings that qualify as a group, and/or booking published
fares without ticketing in accordance with tariff rules. Customer
will be responsible for noncompliance. America West will issue debit
memos to recover CRS fees and full-ticket value of noncompliant
bookings/tickets.
6. DEFAULT:
In the event Customer fails to make payment as required by this Agreement,
America West shall provide written notice to Customer to cure such default
within five (5) business days from the date of such notice. In the event
such non-payment is not cured within said five (5) days, this Agreement
shall be terminated immediately. If Customer fails to perform any other
terms of this Agreement and is in default thereof, this Agreement may be
terminated after thirty (30) days written notice of those matters in
default and the failure of Customer to cure such default. America West
shall be free to pursue all legal and equitable remedies available for any
default.
AMERICA WEST AIRLINES
CONSOLIDATOR AGREEMENT (continued)
7. TERMS AND TERMINATION:
a) The term of this Agreement is from February 15, 2000, through December
31, 2000, with all travel completed forty-five (45) days after the
Agreement expires. Either party may terminate this Agreement without
cause by giving not less than thirty (30) days prior written notice of
the intention to do so. Such termination shall not relieve either
party from payment of amounts currently due and owing.
b) Should Customer fail to perform its duties as outlined in this
Agreement, and such default continues after thirty (30) days written
notice to correct such default, then America West may terminate this
Agreement without further notice.
8. LOST TICKETS:
When a passenger loses his/her America West ticket, the passenger may
purchase a replacement ticket for the portion lost and will be refunded the
price of the replacement ticket minus the applicable fee, provided the
itinerary (flight number, travel date, city) of the replacement ticket is
exactly the same as the lost ticket. If a replacement ticket is not
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purchased for the exact itinerary, no refund will be made.
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9. COMMISSION
Attachment B herein represents the only commission program for which
Customer is eligible. Customer shall be entitled to a commission on
applicable published fares in specified markets for individual travel per
---------
Attachment B. All published-fare commissions must be taken at point of
sale. Net fares offered under this agreement are not eligible for
commission. ARC ticketing locations included under this agreement shall
not be eligible for further override commission or soft dollar incentives.
10. CONFIDENTIALITY:
All terms and conditions of this Agreement are strictly confidential. Any
breach of confidentiality; duplication of the Agreement, its Attachments,
Bulk Fare Advisories and/or Consolidator Fare schedules; use or disclosure
of this Agreement in whole or in part for any purpose shall immediately
render this Agreement null and void and subject to immediate cancellation
at the option of America West.
11. ENTIRE AGREEMENT:
This Agreement represents the entire understanding between the parties. No
waiver, alteration or modification of any of the provisions herein shall be
binding unless in writing and signed by and authorized agent or
representative of the parties.
12. ASSIGNMENT AND BINDING EFFECT:
The provisions of this Agreement shall be binding upon any successor to
either of the parties, but shall not be assignable by Customer.
13. ATTORNEY FEES:
In the event action is necessary to enforce the terms of this Agreement,
the prevailing party in such action shall be entitled to recover its
reasonable attorney fees and costs.
14. APPLICABLE LAW:
The laws of the State of Arizona shall govern this Agreement.
15. AUTHORIZED TICKETING LOCATIONS
Tickets issued under this Agreement may be issued only through designated
ticketing locations as shown on Attachment C. Customer agrees to provide
written notice of any changes, additions or deletions to designated
ticketing locations upon not less than ten (10) days prior written notice
to America West via electronic mail to sp&a@americawestcom. If e-mail is
not available, changes should be sent to the following postal address:
America West Airlines
Off-Tariff Contracts, Mail Code CH-SPA
0000 Xxxx Xxx Xxxxxx Xxxxxxxxx
Xxxxxxx, Xxxxxxx 00000
All ARC lists, changes and additions submitted must include the following
information: The complete eight-digit ARC number, agency name, address and
phone number. If the number of ARC locations exceeds ten (10), Customer
agrees to provide ARC numbers via electronic mail or floppy diskette (IBM
compatible) in MS Excel format.
CHEAP TICKETS, INC. AMERICA WEST AIRLINES, INC.
By: /s/ Xxxxxxx Xxxxxxx By: /s/ Xxx Xxxx
------------------------------------- -------------------------------------
Xxxxxxx Xxxxxxx Xxx X. Xxxx
President & Chief Executive Officer Vice President, Sales
Date: 2-11-00 Date: 03-03-00
------------------------------------- -------------------------------------
Initials: /s/ M.L. /s/ J.S.
----------- ----------
X. Xxxx X. Xxxxxxx
ATTACHMENT A - NET FARE PROGRAM
-------------------------------
PROGRAM TITLE: Cheap Tickets Inc.
--------------
Address: 0000 Xxxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxx 00000
ARC Number(s): See Attachment C
Automation System(s): Sabre
Contact: Xxxxxxx Xxxxxxx
Phone: (000) 000-0000
Fax: (000) 000-0000
E-mail: xxxxxxxx@xxxxxxxxxxxx.xxx
Internet site: xxx.xxxxxxxxxxxx.xxx
RESERVATIONS: Booked by Customer only, through automation. Bookings made [*] are
------------ permitted with [*].
Booking Class: Day: V class / Night: KN class
Groups: Not Permitted.
OSI Entries: 3 OSI HP CTCT (000) 000-0000 CHEAP TICKETS
3 OSI HP CHANGES THROUGH CONSOLIDATOR ONLY
3 OSI HP FLIGHTFUND CREDIT NOT PERMITTED
3 OSI HP TKNA 401 xxxx xxx xxx
TICKET INFORMATION:
------------------
Changes: [*] non-commissionable fee per ticket. Ticket reissuance by Customer only, prior to original
travel date only. Changes to name, origin or destination are not permitted. Once travel has
commenced, changes to return are not permitted (standby travel only).
Fares: As listed on Consolidator Fare list. All net fares are subject to change with five (5) business
days notice or two (2) days for electronically filed fares.
Fares are net, non-commissionable.
Fares do not include taxes or surcharges.
---
Net fares are subject to change until ticketed.
When LAX-CMH nonstop night service is used for LAX to East Coast, the night fare may be used
when the connecting flight out of CMH departs at or before 9:10 a.m. Applicable East Coast
cities are BDL, BOS, BWI, DCA, EWR, LGA, MDW, PHL.
Fare Basis Codes:
FARE BASIS CODES
-------------------------------------------------------------------------------
Fee Type Day Off Peak Day Peak Night Off Peak Night Peak
-------------------------------------------------------------------------------
HIGH Season Xxx-Xxx XXX0XXX XXX0XXX XXXX0XXX XXXX0XXX
-------------------------------------------------------------------------------
HIGH Season Roundtrip VHO3CN VHP3CN KNHO2CN KNHP2CN
-------------------------------------------------------------------------------
LOW Season Xxx-Xxx XX0XXX XX0XXX XXX0XXX XXX0XXX
-------------------------------------------------------------------------------
LOW Season Xxxxxxxxx XX0XX XX0XX XXX0XX XXX0XX
-------------------------------------------------------------------------------
IT Code: ITLPCTI (must appear in tour code box)
Restrictions: Tickets are nontransferable and nonrefundable, with the exception of death of the passenger
(properly documented).
Ticketing Agency: Cheap Tickets Inc.
Ticket Time Limit: All tickets must be issued [*].
Ticket Entries: 1. Base net fare, tax and total on auditor's coupon only.
---------------------
2. Flight coupons shall show zero (0) or BULK plus applicable XF charges.
3. Not valid before date of travel.
4. Not valid after thirty (30) days from original travel date.
PROGRAM SPECIFICS
-----------------
Days/Travel: Off-Peak [*] (both directions).
Peak [*] (both directions).
Flight Fund: Not permitted on net fares; permitted on published fares only.
Markets: Systemwide
[*] [*]
[*] [*]
Open Jaw: Permitted
Open Returns: Not Permitted
PTA/TBM: Not Permitted
Routing: Published America West and America West Express routings only. All other codeshare flights are
not applicable.
Rule 240: Permitted
[*] [*]
Stopover: Not Permitted
Waitlists: Not Permitted
[*] The redacted portion, indicated by this symbol, is the subject of a
confidential treatment request.
ATTACHMENT B - COMMISSION ON PUBLISHED FARES (Individual Travel)
----------------------------------------------------------------
RESERVATIONS:
------------
Booking Class: Applicable published fare type
Groups: Not permitted
Reservations: Booked by Customer only
TICKET INFORMATION:
-------------------
Applicable Fares: America West published fares in effect at the time of
ticketing and according to the tariff rules of that
published fare (except as stated below). See "Restrictions"
below.
Disclaimer: Certain short-term, introductory or other
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published promotional fares specifically prohibiting
additional discounts do not apply.
Restrictions:
-------------
1. Companion fares do not apply
2. Promotional fares specifically prohibiting additional
discounts do not apply
3. Other discounts do not apply (senior discounts,
vouchers, etc.)
4. F-class excursion fares do not apply (FE14, etc.)
[*]
[*]
Fare Basis Code: Applicable to the published fare used.
IT Code: ITLPCTIPBA (must appear in tour code box)
---
Ticketing Agency: Cheap Tickets Inc.
ARC Number(s): See Attachment C
Ticket Entries: All published fare ticket entries are required, with the
exception of the following:
The discounted published fare should be omitted from the
base, tax and total box of the passenger coupon if Customer
uses all of or a portion of commission to discount the
published fare. The discounted published fare and
applicable base, tax, total and commission amounts must be
shown on all auditor's coupons.
PROGRAM SPECIFICS:
------------------
Published America West and America West Express routings only.
Markets: Codeshare flights are not applicable.
Restrictions: All published rules apply, unless otherwise stated above.
[*] The redacted portion, indicated by this symbol, is the subject of a
confidential treat request.
ATTACHMENT C - AUTHORIZED TICKETING LOCATIONS
---------------------------------------------
PROGRAM TITLE: Cheap Tickets, Inc.
------------- 0000 Xxxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxx 00000
ARC NUMBERS OF AUTHORIZED TICKETING LOCATIONS UNDER THIS AGREEMENT:
------------------------------------------------------------------
05508274
05513266
05521714
05644236
05685713
05709745
06644444
12505964
12518483
12530954
12601676
12916120
33514526
33965750
36975820
50523911
