EXHIBIT 10.3
OPEN SKIES, INC. RESERVATION SERVICES
AND SOFTWARE LICENSE USE AGREEMENT
This Host Reservation Services and Software License to Use Agreement
("Agreement") is made between OPEN SKIES, INC., a Utah corporation ("OPEN
SKIES"), and GOL - Transportes Aereos Ltda., a Brazil corporation, ("Customer")
as of October 6, 2000 ("Effective Date").
The purpose of this Agreement is to set forth the mutually agreeable terms and
conditions under which OPEN SKIES shall perform Host Reservation Services and
Software License to Use for Customer.
1. DEFINITIONS
1.1 "CUSTOM ENHANCEMENT REQUEST" means a request by Customer to: (a) modify
hardware and software used by OPEN SKIES to provide the Host Reservation
Services or (b) otherwise enhance the Host Reservation Services as further
described in Section 6 of this Agreement.
1.2 "ELECTRONIC RESERVATION" is equivalent to a "Passenger Name Record".
1.3 "HOST RESERVATION SERVICES" means the services to be performed by OPEN
SKIES and hosted on the OPEN SKIES Reservation Services Hardware and
Software located at an OPEN SKIES approved facility as described in
Exhibit A.
1.4 "INTELLECTUAL PROPERTY RIGHTS" includes copyrights, patents, trademarks,
service marks, design rights (whether registered or unregistered), trade
secrets, know-how, expertise and all other similar proprietary rights.
1.5 "MATERIALS" means all tangible materials developed in the course of this
Agreement including documents, records, and computer software programs.
1.6 "PASSENGER NAME RECORD (PNR)" means an individual electronic record with a
unique record locator number, which may contain one or more passenger
names and booked segments.
1.7 "RESERVATION SERVICES HARDWARE AND SOFTWARE" means the hardware and
software used by OPEN SKIES, and licensed to Customer, to provide the Host
Reservation Services.
1.8 "PASSENGER BOARDED" means an individual passenger boarded, per individual
flight number.
1.9 "FLIGHT BOOKED FEE" means the fee applied for each individual passenger
booked for a single flight number.
1.10 "SERVICE FEES" means the fees payable by Customer as specified in Exhibit
B.
1.11 "SKYLIGHTS SERVER TRANSACTION" means an individual query to the OPEN SKIES
reservation system. These queries may include flight availability
requests, fare inquiries, credit card approvals, segment sell, end
transactions and other transactions involving passenger shopping and
booking activities.
1.22 "SOFTWARE LICENSE USE" means the license to use the software to provide
Reservation Services.
2. OPEN SKIES OBLIGATIONS
OPEN SKIES shall use reasonable commercial efforts to perform the Host
Reservation Services and Software License Use in accordance with the terms
and conditions of this Agreement. OPEN SKIES may select qualified and
reputable subcontractors to fulfill any of OPEN SKIES' obligations.
3. CUSTOMER OBLIGATIONS
3.1 GENERAL OBLIGATIONS. Customer shall comply with the general obligations
stated below, as well as the payment obligations specified in Exhibit B
and will perform and observe the Customer responsibilities outlined in all
Exhibits and attachments, including Exhibit E.
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3.2 ACCESS. Customer will provide OPEN SKIES with access to and use of all
information, Customer data, internal resources, and facilities as
reasonably determined by OPEN SKIES to be necessary to deliver the
Host Reservation Services.
3.3 COOPERATION. Customer agrees to cooperate with OPEN SKIES and respond
to all reasonable requests to facilitate OPEN SKIES' delivery of Host
Reservation Services. OPEN SKIES will not be liable for failure to
provide the Host Reservation Services due to delayed, false or
inaccurate information provided by Customer.
3.4 NOTICE OF INCREASED USAGE. Customer agrees to provide OPEN SKIES with
at least thirty (30) days prior notice of any marketing initiatives,
acquisitions, alliances, schedule changes or other promotions that
will likely increase Customer's usage of the Reservation Services or
otherwise adversely impact the Reservation Services Hardware and
Software performance and available capacity.
3.5 CUSTOMER CONTACTS. Customer designates the person set forth in Exhibit
D 1.2 as the primary authorized contact for account management,
project funding, performance, payment and other commercial issues with
respect to the Reservation Services (the "Customer Account Liaison").
Customer further designates the person(s) set forth in Exhibit D1.3 as
the authorized contacts to utilize the telephone support and Internet
technical support system (the "Authorized Support Contacts"). Customer
will ensure that all Authorized Support Contacts will have received
adequate training on the Reservation Services. Customer may change
their designated Account Liaison or Authorized Support Contacts by
written notice to OPEN SKIES.
3.6 CUSTOMER COSTS. Customer will be responsible for all its own costs and
expenses except for those costs and expenses for which OPEN SKIES is
specifically responsible as set out in this Agreement.
3.7 USE BY CUSTOMER. The Host Reservation Services and associated
Materials and information provided to Customer as part of this
Agreement are for the sole and exclusive use of Customer. Customer
may, however, permit agents hired by Customer or Customer's
subcontractors to access the Host Reservation Services solely for the
purpose of procuring reservation services for and on behalf of
Customer; provided that: (i) Customer promptly provides OPEN SKIES the
names of each such agent and (ii) each such agent agrees to be bound
by the terms and conditions of this Agreement including, but not
limited to, the confidentiality provisions of Section 9. Customer may
not transfer any Material or information, in any form whatsoever, to
any other third party nor allow any third party to access or use the
Host Reservation Services or such Material or information without the
prior written consent of OPEN SKIES. Such transfer of or access to the
Host Reservation Services or Material or information shall constitute
a material breach of this Agreement.
3.8 TRAINING. Except for the initial training provided by OPEN SKIES as
described in Exhibit A, Customer will be responsible for training
Customer employees and authorized agents on use of the Reservation
Services including, but not limited to, use of any new functions or
Custom Enhancement Request for which OPEN SKIES provides user
documentation.
3.9 TELECOMMUNICATIONS AND EQUIPMENT. Unless otherwise specified in
Exhibit A, Customer shall be responsible for all telecommunication
dedicated, dial-up or wireless circuits used by Customer in connection
with the transmission of data between the Reservation Services
Hardware and Software and the Customer's site(s).
Customer shall provide, install and operate compatible hardware and
communications equipment, which meets OPEN SKIES required
specifications, necessary for connecting to the Reservation Services
Hardware and Software. Customer is required to have Internet Access
and Internet electronic mail capability in order to communicate
properly with OPEN SKIES support. Customer agrees to order all
required circuits it is responsible for within 10 days of execution of
this Agreement or a minimum of 90 days in advance of the projected
installation date whichever is later.
4. HARDWARE AND SOFTWARE
OPEN SKIES will perform Host Reservation Services using the
Reservation Services Hardware and Software, and licensing the use of
the Software to Customer. Title to the Reservation Services Hardware
and Software is
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retained by Hewlett-Packard (HP) and/or OPEN SKIES and Customer has no
rights thereto except as specifically permitted under this Agreement. OPEN
SKIES may upgrade and replace the Reservation Services Hardware and
Software as OPEN SKIES, in its sole discretion, deems appropriate provided
that OPEN SKIES maintains the same level of services.
5. PRICE AND PAYMENT
5.1 SERVICE FEES. In consideration for OPEN SKIES' provision of Host
Reservation Services as described in this Agreement, Customer will pay OPEN
SKIES the Service Fees as set forth in Exhibit B and as stated elsewhere in
this Agreement.
5.2 EXPENSES. Customer shall bear all expenses incurred by OPEN SKIES personnel
in connection with travel to Customer's site(s) to implement the
Reservation Services, or to provide training, consulting, support or other
services at Customer's site at Customer's request. Such expenses shall
include, without limitation, air travel (it is OPEN SKIES policy to have
all personnel travel business class for all flights over 5 hours), ground
transportation, lodging, meals and incidentals. If Customer does not pay
the provider(s) directly for travel and related expenses for such
personnel, OPEN SKIES will xxxx Customer, and Customer agrees to pay, the
actual cost of such expenses plus a service fee of * percent (*%). This
fee is applied to travel arranged through OPEN SKIES' travel provider for
all air travel, lodging or ground transportation for all OPEN SKIES
employees.
5.3 PAYMENT TERMS. All payments made under this Agreement shall be made in
United States dollars either: (a) by electronic funds transfer, prepaid, to
the bank account designated on the invoice; or (b) by check drawn on a
United States bank and delivered to the address indicated on the invoice.
All payments under this Agreement are due within thirty (30) days from OPEN
SKIES' invoice date. Service Fees as stated in Exhibit B will be invoiced
in advance at the beginning of each month for the Host Reservation.
Services to be rendered for the following month. (By way of example, OPEN
SKIES will invoice Customer on January 1 for services to be performed from
February 1 through February 28). Any amounts not paid when due will bear
interest at the lesser of: (a) 1.5% per month or (b) the maximum rate
allowable by law. In addition to any interest charge any payments due that
are more than 10 days late will be subject to an automatic 5% late fee.
OPEN SKIES may change credit or payment terms at any time when, in OPEN
SKIES' opinion, Customer's financial condition, previous payment record, or
the nature of Customer's relationship with OPEN SKIES so warrants.
5.4 FEE ADJUSTMENT. Upon implementation of any significant Enhancement to the
Reservation Services Hardware and Software, OPEN SKIES reserves the right
to increase the Service Fees charged to Customer proportionally to such
enhancement. OPEN SKIES shall give Customer not less than ninety (90) days
prior written notice of any such increase in the Service Fees.
5.5 FAILURE TO PAY. If Customer fails to pay any sum when due after ten (10)
days written notice, OPEN SKIES may, without breach of this Agreement,
discontinue performance under this Agreement until all outstanding payments
are received.
5.6 TAXES. Taxes, such as sales, use, service, value added or like taxes, are
not included in the Service Fees and will be invoiced, if applicable, as
separate items. Taxes on income are specifically excluded from the taxes
described in this Section.
6. CUSTOM ENHANCEMENT REQUESTS
6.1 REQUESTS. Customer may submit a written Custom Enhancement Request for
enhancements to the Host Reservation Services to better support Customer's
business requirements. Each Custom Enhancement Request must include (a) a
description of the requested change; (b) the purpose for the change; (c)
the priority; (d) date of requested implementation; and (e) signature of
authorized requester.
6.2 IMPLEMENTATION. Implementation of any Custom Enhancement Request is
entirely at OPEN SKIES'
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discretion. If OPEN SKIES agrees to implement a Custom Enhancement
Request, OPEN SKIES will advise Customer of the estimated schedule for
implementation and of any anticipated impact on the provision of Host
Reservation Services presently being provided. If Customer then requests
OPEN SKIES to proceed with implementation, Customer agrees to pay OPEN
SKIES the fees for such implementation as agreed to by the parties.
7. WARRANTIES
7.1 GENERAL WARRANTIES. OPEN SKIES warrants that the Reservation Services shall
be performed in a professional and workmanlike manner and shall function in
substantial compliance with the requirements outlined in Exhibit A. OPEN
SKIES explicitly does not warrant that the operation of the Reservation
System and the provision of the Reservation Services will be without defect
or error-free. Each party warrants to the other that it has full right and
authority to enter into this Agreement and consummate the transactions
contemplated herein.
7.2 YEAR 2000 COMPLIANCE. OPEN SKIES warrants that the Reservation System will
be able to accurately process date data (including, but not limited to,
calculating, comparing, and sequencing) from, into, and between the
twentieth and twenty-first centuries, and the years 1999 and 2000,
including leap year calculations, when used in accordance with the
documentation provided by OPEN SKIES, provided that all other products
(e.g. hardware, software, firmware and other equipment not provided by OPEN
SKIES under this Agreement) used in combination with Reservation System are
operational and properly exchange date data with the Reservation System.
Customer otherwise retains sole responsibility to ensure the Year 2000
readiness of its information technology and business environment.
7.3 REMEDIES. If OPEN SKIES receives notice of breach of warranty under this
Section 7, OPEN SKIES will make commercially reasonable efforts to repair
the Reservation System and/or Reservation Services to remedy such breach.
If OPEN SKIES is unable, within a reasonable time, to remedy a breach of
warranty under this Section 7, Customer will be entitled to terminate this
Agreement as provided in Section 11.2. This Section 7.3 states Customer's
sole and exclusive remedies for OPEN SKIES' breach of warranty under this
Agreement.
7.4 DISCLAIMER OF OTHER WARRANTIES. THE EXPRESS WARRANTIES OF OPEN SKIES STATED
IN THIS SECTION 7 ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 All Intellectual Property Rights existing prior to the Effective Date
shall belong to the party that owned such rights immediately prior to the
Effective Date. Neither party shall gain by virtue of this Agreement any
rights of ownership of copyrights, patents, trade secrets, trademarks or
Intellectual Property Rights owned by the other.
8.2 HP and/or OPEN SKIES, as the case may be, shall own all Intellectual
Property Rights, title and interest pertaining to the Reservation Services
Hardware and Software and to the Materials developed by OPEN SKIES for the
purposes of this Agreement. Customer acknowledges that information,
software, and documentation created by OPEN SKIES in the course of
delivering Host Reservation Services may be used by OPEN SKIES and its
affiliated companies to facilitate delivery of similar services to other
customers.
9 CONFIDENTIAL INFORMATION
9.1 During the term of this Agreement, either party may receive or have access
to technical information, as well as information about product plans and
strategies, promotions, customers and related non-technical business
information which the disclosing party considers to be confidential
("Confidential Information"). Before such Confidential Information is
disclosed, the parties shall first agree to disclose and receive such
information in confidence. If then disclosed, the Confidential Information
shall be marked as confidential at the time of disclosure, or if disclosed
orally but stated to be confidential, shall be designated as
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confidential in a writing by the disclosing party summarizing the
Confidential Information disclosed and sent to the receiving party within
thirty (30) days after such verbal disclosure.
9.2 Confidential Information may be used by the receiving party only with
respect to the performance of its obligations under this Agreement, and
only by those employees of the receiving party and its subcontractors who
have a need to know such information for purposes related to this
Agreement, provided that such subcontractors have signed separate
agreements containing substantially similar confidentiality provisions. The
receiving party shall protect the Confidential Information of the
disclosing party by using the same degree of care (but not less than a
reasonable degree of care) to prevent the unauthorized use, dissemination
or publication of such Confidential Information, as the receiving party
uses to protect its own confidential information of a like nature. The
receiving party's obligation under this Section 9 shall be for a period of
three years after the date of disclosure or one (1) year from the end of
the Agreement term, whichever is greater.
9.3 The obligations stated in this Section 9 shall not apply to any information
which is: (a) already known by the receiving party prior to disclosure; (b)
publicly available through no fault of the receiving party; (c) rightfully
received from a third party without a duty of confidentiality; (d)
disclosed by the disclosing party to a third party without a duty of
confidentiality on such third party; (e) independently developed by the
receiving party prior to or independent of the disclosure; (f) disclosed
under requirement of law which is binding to the disclosing party; or (g)
disclosed by the receiving party with the disclosing party's prior written
approval.
10. REMEDIES AND LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT:
(A) OPEN SKIES' AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND THE
PROVISION OF HOST RESERVATION SERVICES TO CUSTOMER, REGARDLESS OF THE FORM
OF ACTION GIVING RISE TO SUCH LIABILITY (WHETHER IN CONTRACT, TORT OR
OTHERWISE) SHALL NOT EXCEED THE LESSER OF $100,000 OR THE AGGREGATE AMOUNT
PAID BY CUSTOMER TO OPEN SKIES FOR THE HOST RESERVATION SERVICES UNDER THIS
AGREEMENT;
(B) OPEN SKIES SHALL NOT BE LIABLE FOR ANY EXEMPLARY, SPECIAL, INDIRECT,
CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY KIND (INCLUDING WITHOUT
LIMITATION LOST PROFITS), EVEN IF OPEN SKIES HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES; AND
(C) OPEN SKIES SHALL NOT BE LIABLE FOR ANY CLAIMS OF THIRD PARTIES RELATING TO
THE PROVISION OF HOST RESERVATION SERVICES, AND CUSTOMER SHALL DEFEND OPEN
SKIES FROM, AND INDEMNIFY AND HOLD OPEN SKIES HARMLESS AGAINST, ALL SUCH
CLAIMS.
(D) THE LIMITATIONS SET FORTH IN CLAUSES "(A)" AND "(C)" ABOVE SHALL NOT APPLY
TO LIABILITY FOR DEATH, PERSONAL INJURY OF A PHYSICAL NATURE OR DAMAGE TO
TANGIBLE PERSONAL PROPERTY CAUSED BY OPEN SKIES' NEGLIGENCE OF INTENTIONAL
MISCONDUCT BUT ANY SUCH LIABILITY SHALL NOT EXCEED $1,000,000.
THE FOREGOING STATES THE ENTIRE LIABILITY OF OPEN SKIES WITH REGARD TO THIS
AGREEMENT AND THE PROVISION OF HOST RESERVATION SERVICES HEREUNDER. THE
LIMITATIONS OF LIABILITY CONTAINED IN SECTION 7 ABOVE AND THIS SECTION 10 ARE A
FUNDAMENTAL PART OF THE BASIS OF OPEN SKIES' BARGAIN HEREUNDER, AND OPEN SKIES
WOULD NOT ENTER INTO THIS AGREEMENT ABSENT SUCH LIMITATIONS.
11. TERM AND TERMINATION
11.1 TERM. Unless otherwise terminated earlier under this Section 11, this
Agreement shall commence on the Effective Date and continue for a period of
five (5) years. This Agreement will renew automatically for one (1) year
periods unless written notice is given by one party to the other at least
sixty (60) days prior to
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the end of the initial or any subsequent term. Any such renewal shall be on
the same terms and conditions as this Agreement, except that OPEN SKIES may
increase the Service Fees payable by Customer for any renewal term; provided
that OPEN SKIES gives Customer written notice of such increase in Service
Fees at least ninety (90) days prior to the end of the previous term.
11.2 TERMINATION FOR CAUSE.
11.2.1 Except for non-payment by Customer, either party may terminate this
Agreement for material breach provided the terminating party gives the
other party written notice of termination and such other party has not
cured such material breach within ninety (90) days after receipt of
such notice. In the event of non-payment by Customer, OPEN SKIES may
give ten (10) days written notice and terminate the Agreement at the
end of the ten day notice period if payment has not been made.
11.2.2 OPEN SKIES shall not be in material breach if its failure to perform
hereunder is due to problems caused by Customer software and associated
data, or by hardware or other equipment failures for hardware or other
equipment not maintained by OPEN SKIES.
11.2.3 If Customer terminates due to OPEN SKIES' material breach, OPEN SKIES
will, upon Customer's request, provide Customer with duplicates of
magnetic tapes or print-outs of Customer's database.
11.2.4 If OPEN SKIES terminates due to Customer's material breach, Customer
will (i) pay OPEN SKIES in full for all Host Reservation Services
performed by OPEN SKIES up to the date of termination, and (ii)
reimburse OPEN SKIES in full for any costs, losses, expenses or damages
OPEN SKIES incurs as a result of the termination. OPEN SKIES will, upon
Customer's request and at reasonable expense to Customer, provide
Customer with duplicates of magnetic tapes or print-outs of Customer's
database.
11.2.5 If either party becomes insolvent, is unable to pay its debt when due,
ceases to operate in the normal course of business, has a receiver
appointed, or has its assets assigned, it shall be considered a
material breach and the other party may cancel any unfulfilled
obligations and terminate for cause without notice.
12. GENERAL
12.1 NON-RESTRICTIVE RELATIONSHIP. This Agreement does not prevent either party
from (i) entering into similar agreements with others, whether or not in
the same industry, or (ii) independently developing any materials,
products or services which are similar to those of either party
irrespective of their similarity to any materials, products or services
delivered hereunder, or (iii) using in any way it deems appropriate any
idea, concept, know-how or technique which relates to information
technology and is developed or provided by either party or jointly by both
parties during the course of this Agreement.
12.2 PUBLICITY. Customer's purchase and use of OPEN SKIES' Host Reservation
Services will be deemed to constitute Customer's permission for OPEN SKIES
to use Customer as a reference in marketing these services unless Customer
specifically revokes this permission in writing. OPEN SKIES will contact
Customer regarding details of the reference. In no event will either party
publicize or disclose to any third party, without the consent of the other
party, either the price or other material terms of this Agreement.
12.3 NO JOINT VENTURE. Nothing contained in this Agreement shall be construed
as creating a joint venture, partnership or employment relationship
between the parties, not shall either party have the right, power or
authority to create any obligation or duty, express or implied, on behalf
of the other.
12.4 NO ASSIGNMENT. Except with respect to OPEN SKIES' rights regarding the use
of subcontractors, neither party may assign, directly or indirectly by
operation of law, any rights or obligations under this Agreement without
the prior written consent of the other party.
12.5 FORCE MAJEURE. OPEN SKIES shall not be responsible for any failure to
fulfill its obligations hereunder due to causes beyond its reasonable
control, including without limitation acts or omissions of government
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or military authority, acts of God, shortages of materials,
transportation delays, fires, floods, labor disturbances, riots or
wars.
12.6 NOTICES. All notices that are required to be given under this
Agreement shall be in writing and shall be sent to the address of the
OPEN SKIES and Customer recipient set out in Section 12.6.1 below, or
such other address as the representative of each party may designate
by notice given in accordance with the Section 12.6. Any such notice
may be delivered by hand, by overnight courier, by first class
pre-paid letter or by facsimile transmission, and shall be deemed to
have been delivered upon receipt.
12.6.1 For the purposes of this Section 12.6 the address of each party shall
be:
CUSTOMER: GOL - TRANSPORTES AEROS LTDA.
Attention: Xxxxxx Xxxxxx Xxxxx
Address: Xxxxxxx Xxx Xxxxx xx Xxxxxx Xxxxxx, 000
Planalto
09895-400 Sao Xxxxxxxx do Campo/SP
Brazil
Telephone: 000-00-00-0000-0000
Facsimile: 011-55-11-4355-6525
OPEN SKIES:
Attention: Finance Dept.
Address: 0000 Xxxxx 0000 Xxxx
Xxxx Xxxx Xxxx, XX 00000, U.S.A.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
12.7 WAIVER. Neither party's failure to exercise any of its rights under
this Agreement shall constitute or be deemed to constitute a waiver or
forfeiture of such rights.
12.8 SEVERABILITY. If any term or provision of this Agreement is held to be
illegal or unenforceable, the validity or enforceability of the
remainder of this Agreement shall not be affected.
12.9 EXHIBITS. The Exhibit(s) attached and listed below are part of this
Agreement:
Exhibit A Open Skies Services, Software & Support
Exhibit B Fee Schedule
Exhibit C Open Skies Contacts
Exhibit D Customer Contacts
Exhibit E Customer Responsibility Checklist
12.10 SURVIVAL. The following provisions survive termination of this
Agreement. Section 5 (Price and Payment), Section 7 (Warranties),
Section 8 (Intellectual Property Rights), Section 9 (Confidential
Information).
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Section 10 (Remedies and Liabilities).
12.11 HEADINGS. The headings in this Agreement are for the convenience of
the parties only, and are in no way intended to define or limit the
scope or interpretation of the Agreement or any provision hereof.
12.12 RELATIONSHIP. OPEN SKIES is an independent contractor and nothing in
this Agreement shall render either party an employee, agent or partner
of the other. Neither party shall be liable for the acts or omissions
of the other.
12.13 ENTIRE AGREEMENT. This Agreement and its exhibits constitute the
entire agreement between OPEN SKIES and Customer, and supersede any
prior or contemporaneous communications, representations or agreements
between the parties, whether oral or written, regarding the subject
matter of this Agreement. Customer's additional or different terms and
conditions shall not apply. The terms and conditions of this Agreement
may not be changed except by an amendment signed by an authorized
representative of each party.
12.14 APPLICABLE LAW. This Agreement is made under and shall be construed in
accordance with the law of California without giving effect to that
jurisdiction's choice of law rules.
IN WITNESS WHEREOF, OPEN SKIES and Customer, each acting with proper authority,
have caused this Agreement to be executed as of the date set forth below.
SIGNED FOR AND ON BEHALF OF SIGNED FOR AND ON BEHALF OF
CUSTOMER OPEN SKIES, INC.
By: /s/ Xxxxxxxxxxx Xx Xxxxxxxx Junior By: /s/ Xxxxxx Xxxxx
Name: Xxxxxxxxxxx Xx Xxxxxxxx Junior Name: Xxxxxx Xxxxx
Title: President Title: Vice President
Date: Date:
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EXHIBIT A
OPEN SKIES SERVICES, SOFTWARE & SUPPORT
1. INCLUDED SERVICES
OPEN SKIES will provide certain services and support functions during the
term of this Agreement related to the Host Reservations Services and
related applicable products.
1.1 IMPLEMENTATION SERVICES AND SOFTWARE LICENSE
1.1.1 Data Center Implementation Services. OPEN SKIES will configure, install,
activate and test the necessary data center hardware and software for
providing the Reservation Services to the Customer. Unless otherwise
specified, this service does not include communication circuits, wireless
data services or any remote communication devices including routers, or
network hardware. Client personal computers, workstations or other
customer devices connected to the OPEN SKIES Reservation Services Hardware
and Software are the responsibility of the Customer and must meet the
minimum specifications as required by OPEN SKIES.
1.1.2 Network Configuration and Design Services. OPEN SKIES will supply
recommended technical diagrams and will advise Customer on required
network hardware requirements, as necessary. It is highly recommended that
the Customer have internal or 3rd party network expertise available for
the installation and configuration of their required network.
1.1.3 System Integration Services. During the implementation of Host Reservation
Services and before production use of such services, OPEN SKIES will
assist in the assessment of third party hardware & software to ensure
compatibility with the OPEN SKIES Reservation Services Hardware and
Software. The Customer shall be responsible for the cost of modifying or
replacing any third party systems including hardware and software. Future
integration services may be included on a cost estimated basis.
1.1.4 Customer Site Installation Services. OPEN SKIES will assist customer with
the installation, testing of the required telecommunications connection
between the OPEN SKIES designated data center, and the Customer designated
facility. The Customer shall be responsible for the cost of
troubleshooting or connecting of the Customer's internal network.
Additional technical support for on-site assistance after the initial
conversion for production use of the Host Reservation Services shall be
quoted on a project basis at the request of the Customer.
1.1.5 Initial Training Services. OPEN SKIES will supply the following training
for the Reservation Services:
* Up to a maximum of five (5) days and up to ten (10) customer employees
at the Open Skies Offices in Salt Lake City, Utah. Topics will include
use of FlightSpeed, Airport Check-In, Irregular Operations, Flight
Scheduling & Fare Maintenance, SkyLights and Reservations and
Supervisory Features. Alternatively, at an additional cost OPEN SKIES
will provide onsite training for this portion of Initial Training
Services, providing that the training facility, equipment and
environment is deemed comparable and acceptable by OPEN SKIES. Such
arrangements must be pre-approved by OPEN SKIES in advance by written
notice and are dependent on scheduling availability. All related
expenses will be the responsibility of the Customer.
* Customer must complete basic computer familiarization and Windows
training for all trainees, before the initial training.
* Up to five (5) days on-site with three (3) Open Skies employees,
typically during cutover to the production Host Reservation Services.
* Customer will be provided a maximum of one user reference manual set per
attendee listed in initial training. Electronic copies are available
upon request. Technical specification and technical reference manuals
are for internal OPEN SKIES use only, unless otherwise specified in
this Agreement or by other arrangement. All OPEN SKIES provided
materials are in the
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English language unless otherwise specified within this Agreement.
1.1.6 Notification of Completion of Implementation Services. Upon completion
of the Implementation Services as described in this Section 1, Exhibit
A, OPEN SKIES will provide written notification to the Customer Account
Liaison named in Exhibit D, Section 1.2.
1.1.7 The Software configured, installed, activated and tested under this
section will be licensed to Customer during the term of this Agreement.
1.2 CONVERSION SERVICES <>
1.2.1 Passenger Name Records. OPEN SKIES will automatically convert and
process the Customer's passenger name records into the OPEN SKIES
Reservation Services Hardware and Software, if in an acceptable format
as required by OPEN SKIES. Specifications for the required format may
be provided by OPEN SKIES at request of the Customer.
1.2.2 Electronic Tickets (if Applicable). OPEN SKIES will automatically
convert and process the Customer's existing electronic ticket records
into the OPEN SKIES Reservation Services Hardware and Software, if in
an acceptable format as required by OPEN SKIES. Specifications for the
required format may be provided by OPEN SKIES at request of the
Customer.
1.3 INCLUDED SUPPORT
1.3.1 RESPONSE CENTER SUPPORT. OPEN SKIES will include at no additional
charge, English speaking, 24 hours a day and 7 days a week Response
Center support via email, an Internet application or by telephone. This
support is subject to the following levels:
1.3.2 HOURS. Non-emergency OPEN SKIES Response Center support is available
during normal business hours (08:00 to 17:00 Mountain Standard Time,
Monday-Friday, excluding Open Skies holidays). An English speaking OPEN
SKIES Response Center Engineer will respond within 4 working hours of
call origination.
1.3.3 INITIAL SUPPORT. Included in the first thirty- (30) days following the
implementation of Host Reservation Services, Customer is allotted a
maximum of (10) ten available hours of included Response Center
support. This allotment of hours is for the specified period only and
may not be carried forward.
1.3.4 BASIC SUPPORT. After the expiration of Initial Support, Customer is
allotted a maximum of (5) five monthly hours of included Response
Center support. This allotment of hours is for the specified period
only and may not be carried forward.
1.3.5 SUPPORT RATE. Hours more than the applicable Initial or Basic Support
for the Response Center will be invoiced at the rate specified in
Exhibit B, Section 3.
1.3.6 AVAILABLE ASSISTANCE. The OPEN SKIES Response Center may be contacted
for assistance in the following areas. All services are in English,
unless otherwise specified in this Agreement.
1.3.6.1 EMERGENCY. An "Emergency" is defined as an aircraft incident or
emergency on behalf of the Customer, a complete system outage or a
system error in which the Customer cannot generate Electronic
Reservations using the Host Reservation Services. System outages due to
customer misuse of the system will incur support charges at the rate
specified in Exhibit B, Section 3.
- The OPEN SKIES Response Center Engineers may be reached,
without charge, in the event of an emergency 24 hours daily and
7 days a week.
- The Customer will be provided an emergency contact number that
may be utilized for Emergency use only. The Customer will be
requested to leave a message with a contact name and telephone
number, in English, on the emergency response system. This will
initiate an automatic remote notification to a qualified OPEN
SKIES representative, based upon a pre-determined order of
contact. The system will continue to call an OPEN SKIES
representatives (at fifteen (15) second intervals) until it
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Customer OPEN SKIES
Initials Initials
receives an answer. A representative of OPEN SKIES will return
the Customer's call within (15) fifteen minutes.
- Provided the Emergency is due to an outage of the Host
Reservation Services, OPEN SKIES will advise Customer every (4)
four hours regarding the status of the error or problem and the
anticipated period to resolution. Senior OPEN SKIES management
will be notified and briefed on the situation.
- Customer is required to provide OPEN SKIES with an after-hours
emergency contact number in Exhibit D, Section 1.1., which will
be answered by the Customer when called by the support
engineer.
1.3.6.2 ERROR REPORTING: Customer may report an identified Host Reservation
Services error or "bug" at no additional cost.
1.3.6.3 GENERAL HELP. Customer may request application help or assistance for
Host Reservation Services and products as specified in Exhibit A,
Section 1.3.
1.3.6.4 REQUEST REPORTING. Customer may utilize the OPEN SKIES Internet
support system to contact the OPEN SKIES Response Center
electronically for the following service requests:
- Enhancement requests
- New product concepts or requests
- Additional training requests
- Consulting services
These services are subject to the Service Fees as described in
Exhibit B and are accepted at the discretion of OPEN SKIES. If
the request is accepted by OPEN SKIES a price quote and time
schedule will be generated. The Customer will then decide whether
to authorize the work to be performed by OPEN SKIES.
1.3.6.5 DIRECT CONSULTATION. "Direct Consultation" is defined as Customer
initiated contact directly to OPEN SKIES research & development
personnel, thereby bypassing the OPEN SKIES Response Center. Direct
Consultation will be invoiced at the rate described in Exhibit B.
2. INCLUDED PRODUCTS AND THIRD PARTY SOFTWARE
2.1 PRODUCT FEATURE AND FUNCTIONALITY DESCRIPTION
2.1.1 OPENRES (Hosted Reservations System Software Application & Database).
Flight Speed Booking Engine Functions:
- Integrated schedule/fare/availability display
- Ability to retrieve availability displays and fares simultaneously
- Ability to book/change/divide/cancel reservations
- Complete PNR history
- Books up to 40 passengers per PNR
- Supports eight flight segments per passenger
- Route fare table display
- Passenger and PNR search by flight, date, name, telephone number, IATA
number, ARC#, travel date, origin and/or destination city
- Ignore record/changes capability
- Reduce number in party
- Easy to use Divide functionality
- Unlimited PNR remarks to Database Capacity
- Reservation holds for airline specified time frame
- Optional assigned seating and advance boarding pass
- Complete on-line agent help system
- Application security at the agent level
- Customer and travel agency profiles maintained on-line
- Queuing system to queue PNRs between agents/department
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Customer OPEN SKIES
Initials Initials
- Increased Level of Passenger Security - bag tag numbers, numbers of bags,
on board count
- Multiple Classes of Service
- Profile and Identify Passengers - at check-in and on printed manifest
Revenue Accounting Features:
- Travel agency accounts receivable system
- Batch and on-line invoice printing
- Daily customer receipts reconciliation/balancing
- Flight revenue reporting
- Flight liability reporting
- Load factor by flight/date/week/month reporting
- Earned/unearned revenue reporting
- Revenue/mile report per segment
- Direct link credit card authorization and capture
- Form of payment reporting
Airport Functionality:
- Agent Logon Security
- Aircraft Versions, for seating, as required
- Boarding Passes
- Canceled/Confirmed flight Passenger Lists, as required
- Check-in any number of passengers at a time, booked on same PNR
- Connection Name List
- Efficient, easy to use check-in program
- Flight Data and History, as required
- Flight manifest printing/faxing available
- Flight close/lock capability
- General Information Display
- Group PNR List, as required
- Inventory Display
- Non-Revenue Passenger List
- No-Show Passenger List
- On-Line Help Screens
- Passenger Check-In/Displays
- Receipt/invoice printing at ticket counter
- Seat Assignment Control
- Special Service Requests
- Third Party Handling Security, as required
- Unaccompanied Minor Information
- Support for internal messaging to other stations
- Optionally, supports pre-assigned seating or use of boarding cards, system
generated check-in number
- Update flight information/following data, including Irregular Operations
(IROP)
- Passenger Name List Displays
- Support for interfacing with SITA or ARINC messaging services
- Optional support for peripheral bag tag printing
- Optional support for peripheral boarding pass printing
Flight Schedule Functions
- Build non-stop flight legs and Create direct/connecting flights with
multiple flight legs, as required
- Ability to create direct/connecting flights from existing non-stop flight
legs
- Change any flight segment (number, times, etc.) all on-line with automated
Queuing and Protection
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Customer OPEN SKIES
Initials Initials
- Print flight schedules, as required
- Offline creation & modification ability prior to live activation
Operations Functionality:
- Aircraft Version/Configuration/Data, as required
- AVS tables - Set AU's for CRSs and OpenRes independently
- Batch programs and Booking ranges
- Manifest reporting/PNL queuing capability for delayed flights
- "Get Smart" (GS) Direct Reference System
- Emergency Passenger Name List lock, as required
- Fares Maintenance
- Flight information control and display
- Group control, as required
- Historical Passenger Name List
- Historical No Show
- Inventory control
- Inventory maintenance
- Inventory reconciliation
- Load Factor Displays
- Management reports
- Office queue
- Pricing maintenance
- Security control
- System schedule maintenance
- Display of Through and Connecting Passengers
- Teletype messaging as required
- Delay code table
Passenger Operation Functions:
- Air Carrier Information - policies and procedures
- Flight Following System - for station, operations and reservations agents
- Flight Schedule Database Management - O&D, begin/end dates, fares, taxes, PFCs
- Operations Reports
- System Administration Menus - on-demand reports, as required
Reservations Functions:
- Auto Quality Control - to prevent PNR errors
- Daily Reservations File Database Management
- Easy-to-Learn and Use Reservations Screens
- Flight Availability/Flight Information
- Integrated Fare Quoting and Itinerary Pricing
- Itinerary Faxing capability
- Manual Override PNR Maintenance - by security logon
- Reservations Reports
- Travel Agency Database Management
Stations Functions:
- Airport Add/Collects - cash, charge or combinations of other media
- Baggage Check-In and Positive Bag Match capability.
- Cash-out/Sales by Agent
- Check-In Passenger Functions - Easy-to-Use and Train
- Check-In and Booking for Airport Locations
- Flight Following Input and Retrieval
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Customer OPEN SKIES
Initials Initials
- Historical Manifests
- Historical No-Shows
- Ability to create or modify PNR's real-time
- Gender count reporting for weight and balance calculation
2.2 CREDIT CARD PROCESSING & SETTLEMENT INTERFACE
Banks & Services. OPEN SKIES currently supports the following services for
Authorization Services:
- Card Types: OPEN SKIES currently supports VISA,
American Express, MasterCard and Discover Card
transactions. Not supported are debit cards, ATM cards
other credit cards requiring an accompanying Personal
Identification Number (PIN).
- Authorization: VISANET
- Settlement: U.S. Bank, or other OPEN SKIES approved
bank or clearing service. Upon request, OPEN SKIES will
provide specifications for settlement records, which
are required for conformity by the Customer's selected
bank.
Data Circuits. Customer must arrange and pay for necessary circuits
for authorization and settlement file transmissions.
2.2.1 GLOBAL DISTRIBUTION SYSTEM (GDS) INTERFACE:((IF APPLICABLE))
- Ability to accept/process IATA standard type-B booking requests
- Guaranteed Ticketing Product with automated credit card approval
through OpenRes
- Ability to confirm CRS bookings with ticket number notification
- Ability to auto-cancel or hold when payment not received, reply
message sent to travel agency
- Accept and process MVT messages for flight information updates
- CRS notification of Automatic Schedule Change (ASC) messages
- Teletype message send/receive
- Teletype queue handling capability
- Generation of outbound BSM messages
- Handling of (a) name change (b) divide (c) initial booking (d)
change (e) cancel requests
- ARC/IATA number validation against agency table in OpenRes
- Last seat availability
- Automated credit file creation for cancellation requests
- Creation of outgoing AVS messages
- CRS/OpenRes record locator cross reference table
Ticketed, Type B (as applicable):
- Product availability for the following third party GDS: SABRE,
Worldspan, Galileo, Amadeus and other distribution systems
supporting the IATA AIRTIMP Type B message format. Customer is
required to negotiate and maintain the appropriate agreements for
this connectivity (typically full availability participation)
- Supports the use of third party SITA network for transmission of
high speed Type B messages
- Host to host direct messaging capability with SABRE and Worldspan
- Carrier must assume role for Agency Settlement
Instant Pay (as applicable):
- Currently available for the following third party GDS: SABRE,
Worldspan and Galileo. Customer is required to negotiate and
maintain the appropriate agreements for this connectivity
- Requires a X.25 gateway (a PC with ICON interface card).
- Supports credit card authorization via host
- Allows for nightly, automated settlement processing of credit
card transactions
- Carrier must assume role for Agency Settlement
2.2.2 FLIGHT SPEED (Graphical User Interface for Reservations)
Reservation Call Center:
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-------------------- --------------------
Customer OPEN SKIES
Initials Initials
- Login/Logout
- Password change (manual and automatic)
- Scratch Pad
- Online help
- General Reference
- Availability - automatically searches multi airport cities
- Online calendar
- Availability searches by (a) flight type (b) fare class (c) maximum
fare (d) day of week
- View available flights (a) sort flights by either time or type (b)
view total price, person and total cost (c) view totals in multiple
currencies (d) view flight rules (e) view manifest and standby lists
(f) create a standby or overlook passenger (g) view flight following
- Reserved flights (a) view tax break down for each flight/passenger
(b) fare override
- Enter passenger name, gender, title & special service code/infant.
- Three address lines, four phone number fields
- Name/Address retrieval capability from stored phone number
- Ability to issue itinerary by (a) mail (b) fax (c) airport or send
to airline email server
- Forms of payment (a) credit cards (b)credit files (c) cash (d) check
(e) Hold (f) agency, etc.
- Ability to create credit shells and files.
- Enter comments for (a) freeform (b) manifest (c) itinerary
- Airline defined Mandatory comments entered automatically
- Ability to create up to 6 default comments per category (a) freeform
(b) manifest (c) itinerary
- End Record
- Retrieve PNR by reservation number, last record retrieved or last
modified
- Expired hold database search
- Ability to restore PNR from Holds pending available inventory
- PNR search capability to (a) name (b) phone number (c) credit card
number (d) agency number (e) last 10 modified records (f) last 10
ended records (g) parent/child of a divided record (h) name and city
pair (i) name and origin/destination (j) name and travel date
- Flight Information Displays
- Ability to create daily airline specific note pages for company
updates
- Send and process queues
- Complete history of all changes to PNR
- Delete passenger with no flown segments
- Ability to inhibited passenger flown segment cancellation
- Automatic payment verification (credit card confirmed, pending or
declined)
- Built in user security from server
- Service fees
- Print itinerary through OPEN SKIES approved printers
- Credit history
- Four customizable main screen backgrounds.
- Main screen fonts and colors customizable.
- Company-wide ability to access fully functional training system
- Airline defined preferences (a) availability (b) name and address
(c) payments (d) misc.
2.2.3 REVENUE MANAGEMENT SYSTEM
General
- Access database option supports up to 70 fare classes; SQL Server
database option supports unlimited fare classes.
- Supports up to three cabins per departure
- Interfaces directly with information extracted from the OpenRes
Reservation Services Hardware and Software
- Optionally, capable of enabling system use of any ODBC capable
database.
Demand Forecasting:
GOL - 1-8-2001 [Illegible] [Illegible]
___________ ___________
Customer OPEN SKIES
Initials Initials
- Probabilistic based
- Uses historical current booking patterns
- Influenced by seasonal booking patterns
- Influenced by special events and holidays as specified by the
user
- Forecasts remaining demand, no-shows and go-shows by class
Optimization Model:
- Expected marginal seat revenue based
- Optimizes inventory by leg, segment or network (OD)
- Influenced by up-sell potential
- Limited by user specified minimums, maximums and protection
levels
- Determines the optional authorization structure that maximizes
revenue
- Calculates the revenue improvement from recommended
authorizations
- Loads recommended authorizations automatically or waits for user
approval
Overbooking Model:
- Uses remaining demand, no show, and go show forecasts
- Controlled by user specified cost of voluntary and involuntary
denied boarding.
- Determines overbooking level that minimizes empty seat and denied
boarding costs
- Loads recommended overbooking levels automatically or waits for
user approval
Interactive Fare Control and Management Tool:
- Creates, loads, modifies and discontinues fares in the OpenRes
Reservation Services Hardware and Software
- Allows user to maintain complete control of pricing, promotions,
restrictions, etc.
Interactive Decision Support Tools:
- Group decision support and pricing tool
- Competitive fare analysis tool for customers with ATPCO access
- Forecast Analysis Tool
- Advanced Ad hoc Report Generator
- Advanced Ad hoc Graph Generator
- Automatically prints, faxes or e-mails reports and graphs nightly
as scheduled by user
- Complete control of events, markets, security and system
configuration
- Performance and feedback reports let your airline track system
results
- Graphical agent communicates advice, warnings and status messages
verbally to user
- Extensive on-line user help system
- Group decision support and pricing tool
- Competitive fare analysis tool for customers with ATPCO access
Interactive Optimization Analysis Tool:
- Orders recommended authorizations by highest revenue opportunity
- Sophisticated "what if" tool allows analysts to apply their own
market knowledge
2.2.4 SKY LIGHTS INTERNET ONLINE BOOKING INTERFACE
- Availability inquiries by city pair
- Supports Internet Explorer and Netscape Browsers
- Individual Date or Date Range searches
- Secure credit card authorization and confirmation
- Optional customization to match Customer's functional and
graphical requirements
- Concise booking process
- Calendar and detail options
GOL - 1-8-2001 [ILLEGIBLE] [ILLEGIBLE]
------------ -------------
Customer OPEN SKIES
Initials Initials
- Receipt processing
- Utilizes JavaScript
- Supports multiple fare configurations: lowest fare per flight;
Internet special fare; and multiple fares per flight.
- Supports triangular flights and open-jaw flights and searches.
2.2.5 INFOPAK REPORTS (Standard preformatted)
- AGENCY AGING REPORT: Displays travel agency reservations or all
reservations with payment(s) past due.
- AGENT COMMISSION: Displays all initial bookings, additions to
reservation and cancellations by transaction date and currency.
- BOOKING BY AGENT: Displays individual user booking performance by
booking date(s).
- BOOKINGS BY ORIGIN: Displays segments sold by originating city
based on booking date.
- CAPACITY/LID REPORT: This report displays capacity/lid inventory
by flight date.
- CAPACITY REPORT: Displays booking information by flight date and
capacity or lid.
- CHECK-IN REPORT: Displays the names/number of passengers booked
and those that checked-in.
- CITY PAIR EARNED/UNEARNED REVENUE REPORT: Displays summary/detail
information by flight date, city pair, flight number and whether
the reservation was booked directly with the airlines or a Travel
Agency.
- CREDIT BALANCE REPORT: Displays all reservations by booking date
that are less than zero (i.e. credit balances).
- CREDIT FILE COMMISSION REPORT: Displays all IATA and ARC record
locators that have a Credit File entry.
- CREDIT FILE REPORT: Displays all credit file entries by date,
credit code and whether you want to see zero balances or not.
- DAYS OUT BOOKING: Displays travel date statistics from a specific
booking date.
- DUPLICATE BOOKING REPORT: Displays passengers booked on more than
one reservation for the same flight and date.
- ENPLANEMENT/DEPLANEMENT REPORT: Displays the number of passengers
enplaning/deplaning a city by flight date.
- FEES/DISCOUNTS BY DATE REPORT: Displays date fees/discounts are
entered.
- FLIGHT CLOSE: Displays the final flight close-out generated by
flight date and city pair
- FLIGHT LINE REPORT: Displays passenger counts for an entire
flight routing
- FLIGHT LOAD REPORT: Displays how many passengers are boarding,
traveling through and checked for a particular city by flight
date.
- FLIGHT MANIFEST: Displays all passengers booked on a particular
flight by origin and destination.
- FLIGHT SPECIFIC LOAD FACTOR: Displays the load factor for
non-stop, direct and connecting passengers by flight date,
origination city, destination city, flight number and load based
on capacity or lid.
- INVENTORY REPORT: Displays seats sold by flight date and flight
number.
- LOAD FACTOR SEARCH REPORT: Displays load factor for non-stop,
thru and connecting passengers by flight date, load factor
percentage, above or below load factor and capacity or lid.
- PAYMENT BATCH REPORT: Displays payments by batch date.
- PAYMENT RECEIPT REPORT: Displays all payment types entered by
individual agents or all agents in a department.
- PAYMENT REPORT BY AGENCY, CURRENCY AND TYPE: Displays payments
for a specific agency or all agencies with an option to see a
specific currency or all currencies by payment type.
- PAYMENT SUMMARY/DETAIL REPORT: Displays summary/detail
information about payments.
- PAYMENT TOTALS: Displays all payment types entered for a
requested date or date range.
- PNR OUT OF BALANCE REPORT: Displays by currency, reservations,
which have a credit or balance due.
- PROCESS QUEUE REPORT: Displays itinerary printing information
entered in the ticketing field.
- REVENUE BY BOOKING: Reports number of seats and monetary amount
booked, held and confirmed by booking date.
- REVENUE BY FLIGHT DATE: Reports summary or detail revenue by
flight date, earned, unearned or both and load based on capacity
or lid.
- REVENUE BY MILE: Reports base and gross revenue by seat mile
generated by booking date.
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-------------------- --------------------
Customer OPEN SKIES
Initials Initials
- SALES SUMMARY DETAIL REPORT: Displays summary/detail information of
sales by payment date, department and if it is confirmed or
unconfirmed.
- SEAT REPORT: Displays seat assignments for a specific flight date,
flight number, origin & destination.
- SEATING ZONE REPORT: Displays seating location by row, flight date,
flight number, origin & destination.
- UNAPPROVED PAYMENTS: Displays all credit card payments, by payment
date, that are currently pending or have been declined.
- OTHER OPTIONAL OR CUSTOMER REPORTS: May be available or customizable
at an additional charge.
2.3 THIRD PARTY SOFTWARE INCLUDED
OPEN SKIES Supplied Third Party Software. OPEN SKIES will supply the
following software within the Host Reservation Services at no additional
cost to Customer:
- Operating System Software. MPE/iX Software.
- Relational Database Software. IMAGE/SQL.
- Database Management Software Licenses. Adager Software.
- Client Fax Server Software. Office Extended Fax (HP3000/Client)
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Customer OPEN SKIES
Initials Initials
EXHIBIT B
FEE SCHEDULE
1. SERVICE FEES
1.1 MONTHLY FEES
HOSTED OPENRES
MONTHLY PASSENGERS BOARDED PASSENGER BOARDED FEE
-------------------------- ---------------------
0 to 45,000 passengers boarded per month $*/month
Next 40,000 passengers boarded per month $*
Next 60,000 passengers boarded per month $*
Next 80,000 passengers boarded per month $*
Any additional passengers boarded per month $*
SKYSALES FEES
SKY SALES
MONTHLY FLIGHTS BOOKED FLIGHT BOOKED FEE
---------------------- -----------------
0 to 45,000 flights booked per month $* per flight booked
Next 40,000 flights booked per month $* per flight booked
Next 60,000 flights booked per month $* per flight booked
Next 80,000 flights booked per month $* per flight booked
Any additional flights booked per month $* per flight booked
SKYAGENT FEES
SKYAGENT
MONTHLY FLIGHTS BOOKED FLIGHT BOOKED FEE
---------------------- -----------------
Up to 60,000 Flights Booked per month $* / Flight Booked
Next 40,000 Flights Booked per month $* / Flight Booked
Any Additional Flights Booked per month $* / Flight Booked
SKYSEATS
MONTHLY SEATS ASSIGNED SKYSEATS FEE
---------------------- -----------------
Up to 60,000 Seats Assigned per month $* / Seat Assigned
Next 40,000 Seats Assigned per month $* / Seat Assigned
Any Additional Seats Assigned per month $* / Seat Assigned
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Customer OPEN SKIES
Initials Initials
SKYTIME
MONTHLY FLIGHT INFO REQUESTS SKYTIME FEE
Up to 60,000 Flight Info. Requests per month $*/Flight Info. Requests
Next 40,000 Flight Info. Requests per month $*/Flight Info. Requests
Any additional Flight Info. Requests per month $*/Flight Info. Request
1.2 MESSAGE CHARGES
MESSAGES PER SEGMENT INCREASE IN SEGMENT RATE
0 to 19 *
20 to 39 *
40 to 59 *
60 to 79 *
80 to 99 *
Greater than 100 *
[ILLEGIBLE] [ILLEGIBLE]
GOL-1-8-2001 ---------------- ----------------
Customer OPEN SKIES
Initials Initials
2. PRODUCT FEES
BASE PRODUCT FEES
SERVICE DESCRIPTION UNITS INCLUDED UNIT FEES IMPLEMENTATION OTHER FEES
FEES*
License to Use Host
Reservation Services * * *
Software with Flight Unlimited Users *
Speed Graphical User *
Interface
Airport Check-In
System Unlimited Users * * *
Database Capacity 2 million PNR Records *
Provided (Unique Record * * *
Locator Numbers) *
InfoPak Reports Unlimited Users * * *
OPTIONAL PRODUCT FEES
PRODUCT UNITS UNIT FEES IMPLEMENTATION OTHER FEES
DESCRIPTION INCLUDED FEES*
License to Use
Revenue Unlimited $* License Use * *
Management Users Fee
System
License to Use
SkySales Internet Unlimited See Flight Booked * *
Booking Interface Users Rate Chart
SkyAgent Travel Unlimited $* License Use * *
Agency Registration Users Fee
And Booking Engine
SkySeats Seat Unlimited $* License Use * *
Assignment Module Users Fee
SkyTime Flight Unlimited $* License Use * *
Information Module Users Fee
* Excludes any customization of the product
GOL-1-8-2001 [ILLEGIBLE] [ILLEGIBLE]
---------------- ----------------
Customer OPEN SKIES
Initials Initials
3. SUPPORT FEES
OPEN SKIES FEES
RESPONSE CENTER SUPPORT
INITIAL SUPPORT: For first (30) days after implementation, (10)
ten available hours of included Response Center Support. *
BASIC SUPPORT: After Initial Support, (5) monthly available
hours of included Response Center Support. *
ADDITIONAL NORMAL HOURLY SUPPORT: Normal user support
more than Initial or Base Support Hours or as otherwise
described in this Agreement. *
EXTENDED SUPPORT: Extended support for Revenue
Management, Take Flight, Skylights, APIs, GDS Connectivity
or Customer 3rd party systems or interfaces. *
DIRECT CONSULTATION SUPPORT: Customer initiated contact
directly to OPEN SKIES research & development personnel,
thereby bypassing the OPEN SKIES Response Center. Direct *
Consultation will be invoiced at this rate.
4. OTHER FEES
OPEN SKIES
OTHER SERVICES FEES
CUSTOM PROGRAMMING *
DEDICATED ACCOUNT MANAGEMENT *
BUSINESS PROCESS AND CONSULTING SERVICES *
5. PAYMENT OF IMPLEMENTATION AND INSTALLATION FEES. Immediately upon signing
this Agreement, * * of all implementation and installation fees are due and
payable. * percent (*%) will be due and payable upon system activation date
for Host Reservation Services. The remaining balances of all implementation
and installation fees are due and payable after the completion of the first
3 months of airline operations from the date of the first flight.
[Illegible] [Illegible]
GOL-1-8-2001 ---------------- ----------------
Customer OPEN SKIES
Initials Initials
6. IMPLEMENTATION SERVICES TIMEFRAME: During the course of planning
discussions related to this Agreement, OPEN SKIES acknowledges the "Target
Dates" as requested by the Customer for completion of applicable portions
of Implementation Services. These key dates are:
- "FIRST PASSENGER BOOKING" (ACTIVATION OF HOST RESERVATION SERVICES FOR
CUSTOMER CALL CENTER USE): TO BE DETERMINED
- "FIRST FLIGHT" (ACTIVATION OF HOST RESERVATION SERVICES FOR CUSTOMER
AIRPORT LOCATION USE): TO BE DETERMINED
On the effective date of this Agreement, OPEN SKIES agrees to work with
Customer, using best efforts to plan, coordinate and progress toward
completion of the required Implementation Services within the timeframe
preceding the Target Date(s). OPEN SKIES further agrees to initiate,
mutually with the Customer, project-scope-analysis and project-planning
communication to establish the final schedule for Implementation Services.
The Customer understands these dates are objective dates, which are
dependent on certain third-party agreements on behalf of both the Customer
and OPEN SKIES. These third-party agreements may include but are not
limited to the following as an example:
- Airport Facility Use Agreements
- All Telecommunications and Data Circuits
- Credit Card Settlement and Authorization Agreements
- Global Distribution System Agreements
- Data Conversion Systems
OPEN SKIES highly recommends that the Customer establish a primary
Technical Project Manager contact who will be assigned to interact with the
OPEN SKIES appointed Project Manager as soon as possible. Failure to
appoint this individual may jeopardize the delivery of Implementation
Services by OPEN SKIES.
7. FEE COMMENCEMENT FOLLOWING IMPLEMENTATION SERVICES: The following three
scenarios will determine the commencement schedule for the remaining fees
and monthly recurrent fees as outlined in Exhibit B of this Agreement.
7.1 COMPLETION OF IMPLEMENTATION SERVICES ON-TIME FOR TARGET DATES: Effective
on the Target Date of the Customer's "First Passenger Booking"
(availability of the Host Reservation Services for use by Customer), all
remaining and applicable fees will commence as listed in Exhibit B. These
fees will commence regardless of actual use of Host Reservation Services or
subsequent delay by the Customer.
7.2 REQUESTED DELAY BY OPEN SKIES: In the event that OPEN SKIES requests a
delay in order to complete remaining Implementation Services, the remaining
applicable fees will commence only on the actual date of completion of
Implementation Services. OPEN SKIES will provide written notice of the new
planned Target Date(s) and outline remaining Implementation Services.
7.3 REQUESTED BY CUSTOMER: In the event the Customer requests a delay in the
completion of the Implementation Services based on reasons out of the
control of the Customer, the recurring fees as outlined in Exhibit B will
be rescheduled in accordance to a mutually agreed project plan. Such
requested delay may result in rescheduling portions or all of the remaining
Implementation Services to the next available time frame as evaluated by
OPEN SKIES, unless mutually agreed in writing otherwise. In the event the
Customer requests a delay in the completion of the Implementation Services
based on reasons within the control of Customer, the recurring fees as
outlined in Exhibit B will remain effective. Such requested delay may
result in rescheduling portions or all of the remaining Implementation
Services to the next available time frame as evaluated by OPEN SKIES,
unless mutually agreed in writing otherwise.
OPEN SKIES reserves the right to apply additional installation fees as are
necessary when rescheduling the Implementation Services due to Customer
request if adequate notice is not provided OPEN SKIES. All fees as
described in the Agreement and Exhibit B are to be applied based on the
scheduled Target Dates.
[Illegible] [Illegible]
GOL - 1-8-2001 -------------- --------------
Customer OPEN SKIES
Initials Initials
EXHIBIT C
OPEN SKIES CONTACTS
1. CUSTOMER CONTACTS
OPEN SKIES agrees to provide contacts for the following areas. Customer should
use these contacts as necessary. Customer contract to non-authorized OPEN SKIES
personnel may result in Direct Consultation Fees as described in Exhibit B, Item
3.
1.1 OPEN SKIES RESPONSE CENTER CONTACT. The following number is to be utilized
as described in Exhibit A, Section 1.3.1.
(U.S.) TELEPHONE: (000) 000-0000
EMERGENCY: (000) 000-0000
1.2 COMMERCIAL ACCOUNT EXECUTIVE/LIAISON. OPEN SKIES agrees that the following
individual is authorized to communicate with Customer on behalf of OPEN
SKIES with respect to account management, project funding, performance and
other commercial issues with respect to the Reservation Services:
NAME: TIME FRIEND
ADDRESS: 0000 XXXXX 0000 X., XXXX XXXX XXXX, XX 00000
TELEPHONE: (000) 000-0000
FACSIMILE: (000) 000-0000
E-MAIL: XXXXXXX@XXXXXXXXX.XXX
1.3 AUTHORIZED FINANCIAL CONTACT. Customer may contact OPEN SKIES finance
department at the following telephone number or e-mail regarding payments,
invoices or other financial issues:
NAME: XXXXXX XXXXXXXX PHONE: 000-000-0000 EMAIL: XXXXXXXXX@XXXXXXXXX.XXX
NAME XXXXXX XXXXX PHONE: 000-000-0000 EMAIL: XXXXXX@XXXXXXXXX.XXX
GOL - 1-8-2001 [ILLEGIBLE] [ILLEGIBLE]
----------- -----------
Customer OPEN SKIES
Initials Initials
EXHIBIT D
CUSTOMER CONTACTS
1. CUSTOMER CONTACTS
1.1 CUSTOMER EMERGENCY CONTACT. Customer agrees that the following number is
available and will be answered after hours for OPEN SKIES use in case of an
emergency related to the Host Reservation Services. Failure for OPEN SKIES
to obtain an answer from this Emergency Contact will prevent OPEN SKIES
from providing support during an emergency. This may cause the system to be
unavailable until such time that an Customer Emergency Contact may be
reached.
TELEPHONE: 00-00-0000-0000 (DEDALUS: GOL APPLICATION AND DATA CENTER
SOLUTION PROVIDER HELP-DESK)
1.2 CUSTOMER ACCOUNT EXECUTIVE/LIAISON. Customer agrees that the following
individual is authorized to communicate with OPEN SKIES and make decisions
on behalf of Customer with respect to account management, project funding,
performance, payment and other commercial issues with respect to the
Reservation Services:
NAME: XXXXXX XXXXXX XXXXX
TITLE: VICE-PRESIDENT - ADMINISTRATION AND IT
ADDRESS: XXXXXXX XXX XXXXX XX XXXXXX XXXXXX, 000
PLANALTO
09895-400 SAO XXXXXXXX DO CAMPO/SP
BRAZIL
TELEPHONE: 00-00-0000-0000
FACSIMILE: 00-00-0000-0000
E-MAIL: xxxxxxx@xxxxxxxx.xxx.xx
1.3 AUTHORIZED SUPPORT CONTACTS. Customer may designate up to three (3)
Authorized Support Contacts. The Authorized Support Contacts shall be the
only persons authorized to access OPEN SKIES' telephone and Internet
technical support systems (described in Exhibit A) on behalf of Customer:
-------------------------------------------------------------------------------
NAME: XXXXX XXXXX XXXXXX XXXXXXXXXX PHONE: 00-00-0000-0000
TITLE: I.T GENERAL MANAGER EMAIL: xxxxxxxxxxxx@xxxxxxxx.xxx.xx
-------------------------------------------------------------------------------
GOL - 1-8-2001 [ILLEGIBLE INITIALS] [ILLEGIBLE INITIALS]
-------------------- --------------------
Customer OPEN SKIES
Initials Initials
___________________________________________________________________________
NAME: XXXXXX XXXXXXX XXXXXXXX PHONE: 00 - 00 - 0000 - 0000
XXXXX: SYSTEM MANAGER EMAIL: xxxxxxxxxx@xxxxxxxx.xxx.xx
---------------------------------------------------------------------------
NAME: XXXXXXX.XXX PHONE: 00 - 00 - 0000 - 0000
XXXXX: GOL APPLICATION AND DATA EMAIL: xxx@xxxxxxx.xxx.xx
CENTER SOLUTION PROVIDER
___________________________________________________________________________
1.4 CUSTOMER FINANCIAL/ACCOUNTS PAYABLE CONTACT. Customer agrees that the
following individual(s) is(are) the proper accounting contracts to whom all
invoices and accounting documents will be delivered to. These contacts we
see to the timely payments of all invoices for services rendered under this
agreement.
NAME: XXXXXX XXXXXX XXXXX
TITLE: VICE-PRESIDENT - ADMINISTRATION AND IT
ADDRESS: XXXXXXX XXX XXXXX XX XXXXXX XXXXXX, 000
PLANALTO
09895-400 SAO XXXXXXXX DO XXXXX/SP
BRAZIL
TELEPHONE: 00 - 00 - 0000 - 0000
XXXXXXXXX: 55 - 11 4355 - 6525
E-MAIL: xxxxxxx@xxxxxxxx.xxx.xx
NAME:
TITLE:
ADDRESS:
TELEPHONE:
FACSIMILE:
E-MAIL:
GOL - 1-8-2001 [Illegible] [Illegible]
___________ ___________
Customer OPEN SKIES
Initials Initials
EXHIBIT E
CUSTOMER RESPONSIBILITY CHECKLIST
1. HARDWARE & SOFTWARE
This list may not be all-inclusive, depending on the technical requirements
of the Customer.
1.1 CURRENT SOFTWARE VERSION UPGRADES
Customer is required to maintain the latest version of supported OPEN SKIES
and related third party software as directed by the OPEN SKIES Response
Center. Upon receipt of upgraded software, newer versions or notification
of third party software updates, Customer must update their software
versions within 15 days. Failure to complete the advised upgrades may
result in the suspension of Supplied Support as described in Exhibit A,
Section 1.3.
1.2 EQUIPMENT SPECIFICATIONS
The Equipment Specifications outline the required, supportable hardware and
software necessary for proper function and efficient operation of the OPEN
SKIES Host Reservation Services and applicable products. Unless otherwise
specified in this Agreement, the equipment and software listed below are
the responsibility of the Customer.
Call Center PC/Workstation Minimum Requirements (for FlightSpeed).
- Personal Computer with an Intel Pentium class processor (any speed
greater than 300 Mhz). This includes Pentium, Pentium II and III class
machines but excludes Celeron based systems or non-Intel brand based
processors.
- BIOS and Operating System must be year 2000 compliant
- Minimum of 1 GB of hard disk space for operating system and OPEN SKIES
software
- Windows 95/98 operating system
- 15" color SVGA monitor (minimum of 800x600 resolution). Recommend
non-interlaced monitors.
- Minimum of 64 Megabytes of RAM
- 10/100 Network Interface Card (TCP/IP protocol)
- Mouse or other Microsoft Compatible Pointing Device
Airport PC/Workstation Minimum Requirements.
- Personal Computer with an Intel Pentium class processor (any speed
greater than 300 Mhz). This includes Pentium, Pentium II and III class
machines but excludes Celeron based systems or non-Intel brand based
processors.
- BIOS and Operating System must be year 2000 compliant
- Minimum of 1 GB of hard disk space for operating system and OPEN SKIES
software
- Windows 95/98 operating system
- 15" color SVGA monitor (minimum of 800x600 resolution). Recommend
non-interlaced monitors.
- Minimum of 64 Megabytes of RAM
- 10/100 Network Interface Card (TCP/IP protocol)
- Mouse or other Microsoft Compatible Pointing Device
- Terminal Emulation Software: Reflections (version 6.0 or higher); (or)
Minisoft (version 320 32 bit)
- Minimum of two serial ports
Airport Peripheral Equipment <>.
- BAG TAG PRINTERS: Genicom UBI 201 Bag Tag Printer. A firmware upgrade to
the printer through Genicom is required to support this OPEN SKIES product
feature. Air Transport Association approved printer stock is required. The
manufacturer of the printer may supply additional bag tag stock information
GOL - 1-8-2001 [ILLEGIBLE] [ILLEGIBLE]
------------ -------------
Customer OPEN SKIES
Initials Initials
and specification.
- BOARDING PASS PRINTERS:
OPTION A. Intermec EzCoder 301 Card Stock Printer. The manufacturer may
supply specifications for card stock as supported by this printer.
OPTION B: Three-inch thermal roll printer (Citizen idP3210 or Epson Thermal
Roll Printers). Specifications for thermal roll stock are available from the
printer manufacturer.
SkyLights Booking System Server, Minimum Requirements ((IF APPLICABLE))
- Server class machine required, minimum processor type Intel Pentium III, 700
Mhz or greater
- IMPORTANT: Must be a dedicated, exclusive use PC server
- BIOS and Operating System must be year 2000 compliant
- Requires Windows NT 4.0 with Service Pack 5 installed running IIS 3+ or UNIX
operating system
- Minimum of 256 Megabytes of RAM
- Minimum of 2 Gigabytes of hard disk space for operating system and software
(RAID 5 Configuration is highly recommended)
- Network/firewall/router equipment and related software (as appropriate)
- Dedicated access to Internet with sufficient bandwidth for expected volume
- Secure Socket Layer encryption Key/Certificate (SSL). Service through
VeriSign is recommended
Web Hosting Server/Services, Minimum Requirements ((IF APPLICABLE))
- This service is available from numerous third parties providing web hosting.
- It consists of the hosted system and site, which provides web access for the
Customer's primary Internet website to the public.
- Necessary bandwidth for access to the Internet may require consultation with
third party for appropriate sizing. Minimum of T1 access is recommended.
Revenue Management System Server/Workstation Minimum Requirements. ((IF
APPLICABLE))
- IMPORTANT: Must be a dedicated, exclusive use PC Workstation/Server
- Microsoft Access database version: Windows 98 Recommended or alternatively
Windows 95. Microsoft Access 98 or greater.
- SQL Server version: Windows NT Server 4.0 or higher with Service Pack 5
installed. Microsoft SQL Server version 7.0 or greater.
- 700MHz Intel Pentium III Processor with MMX (or faster-Windows NT can
support additional processors)
- 128 MB RAM (or higher); AGP and PCI bus; 000-000 XXx XXX
- 19" Monitor (or larger)
- At least 18 GB IDE Hard Disk (Ultra66 or Wide SCSI/Ultra SCSI-2
recommended); Maximum of two partitions. RAID controllers and backup
hardware devices recommended for NT systems.
- Minimum 8 MB 3D AGP Video Graphics Card
- 3D 64-Bit Sound Card with Speakers
- 10/100 MB Network Card (with 100 MB network, end to end)
- 56K Modem, with dedicated analog line or ISDN modem
- 3.5" Floppy Disk Drive
- 24X CD-ROM Drive
- Internal R/W CD ROM with CDs or an Internal 1 GB Iomega Jazz Drive with Jazz
Disks
- 30-Minute capable UPS (Uninterrupted Power Supply)
- WinZip Decompression Software (version 7.0)
- Symantec pcAnywhere32 (version 8.0 or higher)
- Reflections Terminal Emulation Software (version 6.0 or higher)
GOL - 1-8-2001 [ILLEGIBLE] [ILLEGIBLE]
----------- -----------
Customer OPEN SKIES
Initials Initials
E-mail Server, Minimum Requirements < < IF APPLICABLE > >
- BIOS and Operating System must be year 2000 compliant
- Must be scalable and robust to handle anticipated e-mail volume for
receipt e-mailing to passenger
- Refer to e-mail software instructions and technical documentation for
proper hardware configuration.
- Customer may consider third party email hosting or email broadcast
services available.
Fax Server, Minimum Requirements < < IF APPLICABLE > >
- BIOS and Operating System must be year 2000 compliant
- Must be scalable and robust to handle anticipated fax volume for fax
transmissions to passengers
- Office Extend Fax Server Software recommended
- Refer to fax software instructions for proper hardware configuration
and sizing.
Printers and Peripherals < < IF APPLICABLE > >
- Customer should contact OPEN SKIES for recent information regarding
supported printers and peripherals.
Data Warehouse Workstation < < IF APPLICABLE > >
- IMPORTANT: Must be a dedicated, exclusive use workstation
- PC Workstation, 700 MHz Intel Pentium III Processor with MMX (or
faster; or more CPUs)
- BIOS and Operating System must be year 2000 compliant
- 128 MB RAM (or higher)
- Refer to query tool software instructions for proper hardware
configuration and sizing.
1.3 THIRD PARTY SOFTWARE REQUIRED.
Customer Supplied Third Party Software. Customer is required to purchase
directly from providers other related third party software licenses
necessary to use the Host Reservation Services, including the
following:
- Local Network Server Operating System(s) License: Windows NT 4.0,
Novell or similar Operating System supporting TCP/IP protocols
- Terminal Emulation Software: Reflections (version 6.0 or higher); (or)
Minisoft (version 320 32 bit) on each client workstation requiring
access to Reporting and Airport Check-In capabilities.
- Print Spooling Software. Espul Software. Required for non-Jet Direct
network printers.
- Optional: Postal Code lookup software
- Optional: Office Extend Fax (Fax server)
1.4 NETWORK HARDWARE, SOFTWARE AND DATA CIRCUITS.
- Data Circuits. Customer must already have or must install the
necessary equipment and circuits to support their primary call center
sites and remote locations, including field stations. OPEN SKIES
requires a LAN/WAN network supporting TCP/IP protocols.
- Routers, DSU/CSUs and Modems. Customer should contact OPEN SKIES for
recent information regarding supported routers and other network
communication equipment.
- IP Addressing. OPEN SKIES requires that all hosted Customers use
Internet Registered IP addresses on all client workstations or devices
that require connectivity to the OPEN SKIES Host Reservation Services.
Alternatively, OPEN SKIES requires a NAT (Network Address Translation)
router to be installed behind the OPEN SKIES gateway router. The NAT
must then have the Internet Registered IP address.
- Customer Provided Data Circuits. OPEN SKIES requires a review of the
proposed primary or backup data circuit(s) prior to a third party
agreement and installation. Where possible, OPEN SKIES will use
reasonable effort to provide all necessary specifications and extend
management of the data circuit as permitted by the Customer and the
third party supplying the data circuit(s).
GOL - 1-8-2001 [ILLEGIBLE] [ILLEGIBLE]
-------------------- --------------------
Customer OPEN SKIES
Initials Initials
1.5 CREDIT CARD PROCESSING & SETTLEMENT
Banks & Services. OPEN SKIES currently supports the following services for
Authorization Services:
- Card Types: OPEN SKIES currently supports VISA, American Express,
MasterCard and Discover Card transactions. Not supported are
debit cards, ATM cards other credit cards requiring an
accompanying Personal Identification Number (PIN).
- Authorization: VISANET
- Settlement: U.S. Bank, or other OPEN SKIES approved bank or
clearing service. Upon request, OPEN SKIES will provide
specifications for settlement records, which are required for
conformity by the Customer's selected bank.
Data Circuits. Customer must arrange and pay for necessary circuits for
authorization and settlement file transmissions.
1.6 GLOBAL DISTRIBUTION SYSTEM PARTICIPATION AND DATA CIRCUITS
Customer must negotiate and have in place, no later than 30 days prior to
service, the necessary participating agreements with each of the OPEN SKIES
supported Global Distribution Systems. Connection fees as described in
Exhibit B and line charges may apply.
4
Hosted Services Agreement NAVITAIRE Inc.
AMENDMENT NO. 1 TO
NAVITAIRE HOSTED SERVICES AGREEMENT
This Amendment No. 1 to the NAVITAIRE Hosted Services Agreement (this
"Amendment"), effective as of DATE July 31, 2003, is entered into by and between
NAVITAIRE Inc., a Delaware corporation and the successor by merger to Open
Skies, Inc. ("NAVITAIRE"), ("NAVITAIRE"), and GOL Linhas Aeries Inteligentes, a
Brazilian corporation ("Customer"). Initially capitalized terms used but not
otherwise defined herein shall have the meanings assigned to such terms in the
Agreement (as defined below).
A. Open Skies, Inc., a predecessor of NAVITAIRE, and Customer are parties
to that certain NAVITAIRE Hosted Services Agreement dated as of October
6, 2000 (the "Agreement"), pursuant to which NAVITAIRE performs Hosted
Services for Customer for services commencing January 8, 2001.
B. Section 18.1 of the Agreement permits the parties to amend the terms and
conditions of the Agreement provided such amendment is made in writing
signed by the parties.
C. NAVITAIRE and Customer desire to amend the terms of the Agreement as
provided below.
Accordingly, and in consideration of the foregoing, and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereby agree as follows:
1. Amendment to Add the Check-In API functionality in GOL's Live account,
as specified below.
GOL IPR 28251: CHECK-IN API INTERFACE FOR GOL
OPEN SKIES TO PROVIDE THE FOLLOWING FOR THE HOSTED CHECK-IN API:
Check-In access from the GOL Production Environment
Check-In access from the GOL Test Environment
Documentation
Support Desk access for any issues related to the API, subject to
terms of current contract
IMPLEMENTATION US$*
(Please note the second API to be implemented is a $* fee.)
MONTHLY API INFRASTRUCTURE HOSTING FEE (THIS IS APPLICABLE PER API)
TOTAL MONTHLY HOSTED SEGMENTS COST
----------------------------- ----
0-500,000 US$ *
500,001-1,500,000 US$ *
1,500,001+ US$ *
1
Hosted Services Agreement NAVITAIRE Inc.
This fee is in addition to the standard Host Reservations charges.
2. NO OTHER CHANGES. Except as specifically amended by this Amendment, all
other provisions of the Agreement remain in full force and effect. This
Amendment shall not constitute or operate as a waiver of, or estoppel with
respect to, any provisions of the Agreement by any party hereto.
3. COUNTERPARTS. This Amendment may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same agreement.
4. SUCCESSORS AND ASSIGNS. This Amendment shall inure to the benefit of and be
binding upon NAVITAIRE and the Customer and their respective successors,
heirs and assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
day and year first above written.
NAVITAIRE INC.
By: /s/ illegible signature
----------------------------------
Its: CEO
---------------------------------
CUSTOMER
By: /s/ illegible signature
----------------------------------
Its:
---------------------------------
Airline:
-----------------------------
2
Hosted Services Agreement NAVITAIRE Inc.
AMENDMENT NO. 2 TO
NAVITAIRE HOSTED SERVICE AGREEMENT
This Amendment No. 2 to the NAVITAIRE Hosted Services Agreement (this
"Amendment"), effective as of November 1, 2003, is entered into by and between
NAVITAIRE Inc., a Delaware corporation and the successor by merger to Open
Skies, Inc. ("NAVITAIRE"), ("NAVITAIRE"), and Gol Transportes Aereos S.A.
(formerly known as Gol Transportes Aereos Ltda.), a Brazilian corporation
("Customer"). Initially capitalized terms used but not otherwise defined herein
shall have the meanings assigned to such terms in the Agreement (as defined
below).
A. Open Skies, Inc., a predecessor of NAVITAIRE, and Customer are parties to
that certain NAVITAIRE Hosted Services Agreement dated as of October 6,
2000 (the "Agreement"), pursuant to which NAVITAIRE performs Hosted
Services for Customer for services commencing January 8, 2001.
B. Section 18.1 of the Agreement permits the parties to amend the terms and
conditions of the Agreement provided such amendment is made in writing
signed by the parties.
C. NAVITAIRE and Customer desire to amend the terms of the Agreement as
provided below.
Accordingly, and in consideration of the foregoing, and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereby agree as follows:
1 Amendment to add the Booking API functionality in GOL's Live account, as
specified below.
GOL IPR 19525: API QUESTIONS
GOL IPR 32968: WE'D LIKE TO TAKE THE (BOOKING) API LIVE
OPEN SKIES TO PROVIDE THE FOLLOWING FOR THE HOSTED BOOKING API:
--------------------------------------------------------------------------------
Booking API access from the GOL Production Environment
--------------------------------------------------------------------------------
Booking API access from the GOL Test Environment
--------------------------------------------------------------------------------
Documentation
--------------------------------------------------------------------------------
Support Desk access for any issues related to the API, subject to terms of
current contract
--------------------------------------------------------------------------------
IMPLEMENTATION US$ *
(Please note that this is the second API to be implemented at Customer, and
therefore incurs a $* fee instead of the customary $15,000 fee.)
MONTHLY API INFRASTRUCTURE HOSTING FEE
--------------------------------------------------------------------------------
TOTAL MONTHLY HOSTED SEGMENTS COST
--------------------------------------------------------------------------------
0-500,000 US$ *
--------------------------------------------------------------------------------
500,001-1,500,000 US$ *
--------------------------------------------------------------------------------
1,500,001+ US$ *
--------------------------------------------------------------------------------
This fee is in addition to the standard Host Reservations charges; as well as
the Skylights booking charge as documented in the Hosted Reservations Services
agreement. Booking API transactions are subject to segment fees and Skylights
segment fees, per the existing contract.
[SEAL - SAOGJ Aprovado GOL]
1
Hosted Services Agreement NAVITAIRE Inc.
API TRANSACTION THRESHOLD
As the API is not intended for robotic processes or low fare search by the
third parties, Navitaire will charge an incremental $* per transaction for
any transactions exceeding a 20 to 1 look-to-book ratio.
2 NO OTHER CHANGES. Except as specifically amended by this Agreement, all
other provisions of the Agreement remain in full force and effect. This
Amendment shall not constitute or operate as a waiver, or estoppel with
respect to, any provisions of the Agreement by any party hereto.
3 COUNTERPARTS. This Amendment may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same agreement.
4 SUCCESSORS AND ASSIGNS. This Amendment shall inure to the benefit of and be
binding upon NAVITAIRE and the Customer and their respective successors,
heirs and assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
day and year first above written.
NAVITAIRE INC.
By: [ILLEGIBLE SIGNATURE]
------------------------
Title: CEO
---------------------
Date: December 10, 2003
----------------------
CUSTOMER
By: [ILLEGIBLE SIGNATURE]
------------------------
Title: PRESIDENT
---------------------
Airline: [ILLEGIBLE]
-------------------
Date: December 2nd, 2003
----------------------
[SAOGJ -ABROVADO- GOL SEAL]
2
XXXXXXXXXXX: 1487412 v01 09/25/2003
Hosted Services Agreement NAVITAIRE Inc.
AMENDMENT NO. 3 TO
NAVITAIRE HOSTED SERVICES AGREEMENT
This Amendment No. 3 to the Open Skies, Inc. Reservation Services and Software
License Use Agreement (this "Amendment"), effective as of November 1, 2003, is
entered into by and between NAVITAIRE Inc., a Delaware corporation and the
successor by merger to Open Skies, Inc. ("NAVITAIRE"), ("NAVITAIRE"), and GOL
Transportes Aereos S.A. (formerly known as GOL Transportes Aereos Ltda.), a
Brazilian corporation ("Customer"). Initially capitalized terms used but not
otherwise defined herein shall have the meanings assigned to such terms in the
Agreement (as defined below).
A. Open Skies, Inc., a predecessor of NAVITAIRE, and Customer are parties to
that certain Open Skies, Inc. Reservation Services and Software License Use
Agreement dated as of October 6, 2000 (the "Agreement"), pursuant to which
NAVITAIRE performs Hosted Services for Customer for services commencing
January 8, 2001.
B. Section 18.1 of the Agreement permits the parties to amend the terms and
conditions of the Agreement provided such amendment is made in writing
signed by the parties.
C. NAVITAIRE and Customer desire to amend the terms of the Agreement as
provided below.
Accordingly, and in consideration of the foregoing, and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereby agree as follows:
1 AMENDMENT REGARDING REVENUE MANAGEMENT SERVICES. In lieu of the Revenue
Management Services stated in the Agreement, NAVITAIRE will provide
Customer with Hosted Revenue Management Services. Options to use O&D will
be discussed as a separate agreement after completion of the O&D pilot
project that is in progress. Optimizing by O&D may incur additional
charges. NAVITAIRE will work with Customer to structure the O&D
optimization such that Customer's business needs are met without incurring
additional O&D fees.
NAVITAIRE TO PROVIDE THE FOLLOWING FOR THE HOSTED REVENUE MANAGEMENT SERVICES:
Installation and transfer to a hosted environment, including 8 days of web
training
Access from GOL's production environment
Documentation
Support Desk access for any issues subject to terms of current contract
IMPLEMENTATION FEES US$ *
These Implementation Fees assume that all staff work from their respective home
offices throughout the installation.
Implementation is expected to be completed by February 1, 2004. GOL is
responsible for timely delivery of quality data from their current system.
[SAOGJ Aprovado GOL SEAL]
Hosted Services Agreement NAVITAIRE Inc.
MONTHLY RECURRING SERVICE FEES - REVENUE MANAGEMENT SERVICES/PRODUCTS
HOSTED REVENUE
MANAGEMENT SERVICES
RMS
-------------------
PER HOSTED BOARDED
MONTHLY BOARDED PASSENGER TIER PASSENGER
------------------------------ -------------------
First 500,000 monthly Boarded Passengers $* US per Boarded
Passenger
500,001 and higher monthly Boarded Passengers $* US per Boarded
Passenger
This fee schedule replaces the license RMS fee schedule in Exhibit B, Section 2
of the current Agreement.
SERVICE LEVEL AND PENALTIES
Penalty measurement will commence 30 days after completion of the installation.
1. Delivery of Forecast, Business *% of the data delivers complete by
Statistics, and Recommendations 8:00am in the time zone of GOL
headquarters (Brazil) receiving the
results, averaged over a 90-day
period, with the exception of mutually
agreed upon scheduled downtime for
system maintenance.
2. Availability of the User Interface *% of the scheduled availability,
averaged over a 90-day period.
Scheduled availability is from 8:00am
to 6:00pm in the time zone of GOL
headquarters (Brazil) Monday through
Friday, and Saturday and Sunday as
agreed upon, with the exception of
mutually agreed upon scheduled
downtime for system maintenance.
PERFORMANCE STANDARDS
NAVITAIRE will make commercially reasonable best efforts to achieve the Service
Levels as described above.
Deliverable 1 above will be measured based upon each calendar day. Should
NAVITAIRE fail to deliver the appropriate data by the agreed to time, that day
would be considered a failed delivery. For each day missed that falls below the
agreed to service level, NAVITAIRE will credit GOL * of the standard
monthly ASP Service Fee.
Deliverable 2 above will be measured based on minutes of system availability
during the defined business day. For each minute missed that falls below the
agreed to service level, NAVITAIRE will credit GOL with * of the standard
monthly ASP Service Fee (* hours per day, * business days per month).
In no event shall these credits exceed * for any single day and * percent (*%)
of the total monthly fee for any single month.
2
Hosted Services Agreement NAVITAIRE INC.
This service level will be measured on a quarterly basis with the NAVITAIRE
Account Manager responsible for reporting relevant information by the 5th
business day of the month following the relevant quarter (as an example, the
5th of April, July, October and January for calendar quarters). Credits will be
applied to the following month's invoice for Revenue Management Services.
2 NO OTHER CHANGES. Except as specifically amended by this Amendment, all
other provisions of the Agreement remain in full force and effect. This
Amendment shall not constitute or operate as a waiver of, or estoppel with
respect to, any provisions of the Agreement by any party hereto.
3 COUNTERPARTS. This Amendment may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same agreement.
4 SUCCESSORS AND ASSIGNS. This Amendment shall inure to the benefit of and
be binding upon NAVITAIRE and the Customer and their respective
successors, heirs and assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
day and year first above written.
NAVITAIRE INC.
By: [ILLEGIBLE]
----------------------------
Title: CEO
-------------------------
CUSTOMER
By: [ILLEGIBLE]
----------------------------
Title:
-------------------------
AIRLINE:
-----------------------
[SEAL - SAOGJ - Aprovado - GOL]
[ILLEGIBLE] [ILLEGIBLE] [ILLEGIBLE]
3
