Exhibit 10.26
NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY "[****]" ARE SUBJECT TO A
CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT.
COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY'S CONFIDENTIAL TREATMENT
REQUEST.
America West Airlines
CONSOLIDATOR AGREEMENT
This Agreement is made January 1, 2001, between America West Airlines Inc., a
Delaware corporation at 0000 Xxxx Xxx Xxxxxx Xxxxxxxxx, Xxxxxxx, Xxxxxxx 00000
(herein "America West") and Cheap Tickets Inc., a Hawaii corporation at 0000
Xxxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxx 00000 (herein "Customer"). The
parties agree to the following mutual covenants:
1. FARES:
a) This Agreement is valid for use by Cheap Tickets, Inc.
b) Seats sold will be at specific fare levels in markets specified by
America West and under the conditions stated in Attachments A and B
herein.
c) The net fares offered in conjunction with this Agreement shall be
applicable for travel wholly over the services of America West and
America West Express as specified in Attachment A; all other codeshare
flights are not applicable. Net fares are provided in Consolidator Fares
schedules per previous and/or future fare distributions.
d) Net fares are subject to change at the sole discretion of America West.
Written notice shall be provided to Customer not less than five (5)
business days prior to the effective ticketing date of any net-fare
change, or two (2) business days for electronically filed fares.
Customer agrees that all tickets issued as of the effective date of any
net-fare change shall reflect the applicable fares of such fare change.
Customer agrees to sign and return the confirmation page of all Bulk
Fare Advisories, thereby signifying acceptance of all terms, conditions
and fares contained in said advisory. Failure to sign and return
confirmation does not release Customer from adherence to any revisions
made on such advisories.
e) Fares do not include the following: U.S. transportation or
---
international taxes, fuel surcharges, passenger facility charges, and/or
other city/governmental surcharges.
2. Payment/Reporting:
Customer agrees to issue tickets on standard industry ticket stock. In
accordance with ARC policies and procedures, tickets will be reported and
funds due for tickets will be remitted through ARC each week. Invoices for
other than ticket sales shall be due and payable within fifteen (15) days
from the date of invoice and shall not be subject to any offset or deduction
for any purpose.
Page 1 of 9 Consolidator Agreement
Cheap Tickets, Inc.
3. Advertising:
Customer agrees not to use the America West trade name, service marks,
logos, emblems, symbols or other brand identifiers in any advertising,
promotional material, brochures, facsimiles, printed matter, signs or
Internet sites without the prior review and written approval of such
material by America West.
4. Internet:
If Customer utilizes an Internet site to facilitate the sale of America
West seats, Customer agrees to the following:
a) A complete list of all Internet addresses connected to the sale of
America West seats will be provided to America West within ten (10)
business days of submission of this signed Agreement. Any additions,
deletions or corrections to this list must be communicated to America
West within ten (10) business days of said additions, deletions or
corrections. Communication must be made via electronic mail to
xx&x@xxxxxxxxxxx.xxx.
b) Customer agrees to provide monthly reports listing the number of America
West tickets sold via the Internet and the grand total of America West
ticket sales (Internet sales plus all other sales). Reports must be
received by America West by the 10th business day of each month, with
totals representing the previous month's ticket sales. The report must
be sent via electronic mail to xx&x@xxxxxxxxxxx.xxx.
c) If an Internet site contains restricted pages that are used to
facilitate business, Customer agrees to provide America West with
passwords necessary to gain access to restricted pages.
5. Contract Noncompliance:
a) America West is entitled to receive compensation for the full value of
the coach fare in the event that inventory sold is not ticketed or
released in accordance with this Agreement, including Attachments A
and B.
b) Compensation due America West will be invoiced to Customer due and
payable fifteen (15) business days after notification.
c) Noncompliance with booking and/or ticketing procedures set forth in this
Agreement and its Attachments will result in a debit memo to Customer.
Noncompliance includes but is not limited to reservations booked and/or
ticketed in the wrong class of service, wrong fare, individual bookings
that qualify as a group, and/or booking published fares without
ticketing in accordance with tariff rules. Customer will be responsible
for noncompliance. America West will issue debit memos to recover CRS
fees and full-ticket value of noncompliant bookings/tickets.
Page 2 of 9 Consolidator Agreement
Cheap Tickets, Inc.
6. Default:
In the event Customer fails to make payment as required by this Agreement,
America West shall provide written notice to Customer to cure such default
within five (5) business days from the date of such notice. In the event
such non-payment is not cured within said five (5) days, this Agreement
shall be terminated immediately. If Customer fails to perform any other
terms of this Agreement and is in default thereof, this Agreement may be
terminated after thirty (30) days written notice of those matters in
default and the failure of Customer to cure such default. America West
shall be free to pursue all legal and equitable remedies available for any
default.
7. Terms and Termination:
a) The term of this Agreement is from January 1, 2001, through December 31,
2001, with all travel completed forty-five (45) days after the Agreement
expires. Either party may terminate this Agreement without cause by
giving not less than thirty (30) days prior written notice of the
intention to do so. Such termination shall not relieve either party from
payment of amounts currently due and owing.
b) Should Customer fail to perform its duties as outlined in this
Agreement, and such default continues after thirty (30) days written
notice to correct such default, America West may terminate this
Agreement without further notice.
8. Lost Tickets:
When a passenger loses his/her America West ticket, the passenger may
purchase a replacement ticket for the portion lost and will be refunded the
price of the replacement ticket, minus the applicable fee, provided the
itinerary (flight number, travel date, city) of the replacement ticket is
exactly the same as the lost ticket. If a replacement ticket is not
-------
purchased for the exact itinerary, no refund will be made.
-----
9. Commission:
Attachment B herein represents the only commission program for which
Customer is eligible. Customer shall be entitled to a commission on
applicable published fares in specified markets for individual travel per
---------
Attachment B. All published-fare commissions must be taken at point of sale.
Net fares offered under this agreement are not eligible for commission. ARC
ticketing locations included under this agreement shall not be eligible for
further override commission or soft dollar incentives.
10. Confidentiality:
All terms and conditions of this Agreement are strictly confidential. Any
breach of confidentiality; duplication of the Agreement, its Attachments,
Bulk Fare Advisories and/or Consolidator Fare schedules; use or disclosure
of this Agreement in whole or in part for any purpose shall immediately
render this Agreement null and void and subject to immediate cancellation at
the option of America West.
Page 3 of 9 Consolidator Agreement
Cheap Tickets, Inc.
11. Entire Agreement:
This Agreement represents the entire understanding between the parties. No
waiver, alteration or modification of any of the provisions herein shall be
binding unless in writing and signed by and authorized agent or
representative of the parties.
12. Assignment and Binding Effect:
The provisions of this Agreement shall be binding upon any successor to
either of the parties, but shall not be assignable by Customer.
13. Attorney Fees:
In the event action is necessary to enforce the terms of this Agreement,
the prevailing party in such action shall be entitled to recover its
reasonable attorney fees and costs.
14. Applicable Law:
The laws of the State of Arizona shall govern this Agreement.
15. Authorized Ticketing Locations:
Tickets issued under this Agreement may be issued only through designated
ticketing locations as shown on Attachment C. Customer agrees to provide
written notice of any changes, additions or deletions to designated
ticketing locations upon not less than ten (10) days prior written notice
to America West via electronic mail to xx&x@xxxxxxxxxxx.xxx. If e-mail is
not available, changes should be sent to the following postal address:
America West Airlines
Off-Tariff Contracts, Mail Code CH-SPA
0000 Xxxx Xxx Xxxxxx Xxxxxxxxx
Xxxxxxx, Xxxxxxx 00000
Page 4 of 9 Consolidator Agreement
Cheap Tickets, Inc.
All ARC lists, changes and additions submitted must include the following
information: The complete eight-digit ARC number, agency name, address and
phone number. If the number of ARC locations exceeds ten (10), Customer
agrees to provide ARC numbers via electronic mail or floppy diskette (IBM
compatible) in MS Excel format.
Cheap Tickets, Inc. America West Airlines, Inc.
By: /s/ Xxxxxxx Xxxxxxx By: /s/ Xxx X. Xxxx
------------------------------ ------------------------------
Xxxxxxx Xxxxxxx Xxx X. Xxxx,
President & CEO Vice President, Sales
Date: 12-18-00 Date:
---------------------------- ----------------------------
Initials: _________ __________
X. Xxxxxx
Page 5 of 9 Consolidator Agreement
Cheap Tickets, Inc.
ATTACHMENT A -- NET FARE PROGRAM
--------------------------------
PROGRAM TITLE: Cheap Tickets, Inc.
-------------
Address: 0000 Xxxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxx 00000
ARC Number(s): See Attachment C
Automation System(s): Sabre
Contact: Xxxxxxx Xxxxxxx
Phone: (000) 000-0000
Fax: (000) 000-0000
E-mail: xxxxxxxx@xxxxxxxxxxxx.xxx
Internet site: xxx.xxxxxxxxxxxx.xxx
RESERVATIONS: Booked by Customer only, through automation. Bookings made
------------ [****] are permitted with [****].
Booking Class: Day: V class / Night KN class
Groups: Not Permitted.
OSI Entries: 3 OSI HP CTCT (000) 000-0000 CHEAP TICKETS
3 OSI HP CHANGES THROUGH CONSOLIDATOR ONLY
3 OSI HP FLIGHTFUND CREDIT NOT PERMITTED
3 OSI HP TKNA 401 xxxx xxx xxx
TICKET INFORMATION:
------------------
Changes: [****] non-commissionable fee per ticket. Ticket reissuance by
Customer only, prior to original travel date only. Changes to
name, origin or destination are not permitted. Once travel has
commenced, changes to return are not permitted (standby travel
only). Standby travel is permitted on night flights only, within
30 days of original travel date. Tickets are not valid after
thirty (30) days from original travel date.
Fares: As listed on Consolidator Fare list. All net fares are subject
to change with five (5) business days notice or two (2) days for
electronically filed fares.
Fares are net, non-commissionable.
Fares do not include taxes or surcharges.
---
Net fares are subject to change until ticketed.
When LAX-CMH nonstop night service is used for LAX to East Coast,
the night fare may be used when the connecting flight out of CMH
departs at or before 10 a.m. Applicable East Coast cities are
BDL, BOS, BWI, DCA, EWR, LGA, MDW, ORD, PHL.
Page 6 of 9 Consolidator Agreement
Cheap Tickets, Inc.
------------------------------------------------------------------------------
Fare Basis Codes: FARE BASIS CODES
------------------------------------------------------------------------------
Day Night
Fare Type Off-Peak Day Peak Off-Peak Night Peak
------------------------------------------------------------------------------
HIGH Season Xxx-Xxx XXX0XXX XXX0XXX XXXX0XXX XXXX0XXX
------------------------------------------------------------------------------
HIGH Season Roundtrip VHO3CN VHP3CN KNHO2CN KNHP2CN
------------------------------------------------------------------------------
LOW Season Xxx-Xxx XX0XXX XX0XXX XXX0XXX XXX0XXX
------------------------------------------------------------------------------
LOW Season Xxxxxxxxx XX0XX XX0XX XXX0XX XXX0XX
------------------------------------------------------------------------------
IT Code: ITLPCTI (must appear in tour code box)
Restrictions: Tickets are nontransferable and nonrefundable, with the exception
of death of the passenger (properly documented).
Ticketing Agency: Cheap Tickets, Inc.
Ticket Time Limit: All tickets must be issued [****].
Ticket Entries: 1. Base net fare, tax and total on auditor's coupon only.
---------------------
2. Flight coupons shall show zero (0) or BULK plus applicable XF
charges.
3. Not valid before date of travel.
4. Not valid after thirty (30) days from original travel date.
PROGRAM SPECIFICS:
-----------------
Days/Travel: Off-Peak [****]
(both directions).
Peak [****].
Flight Fund: Not permitted on net fares; permitted on published fares only.
Net fares must include the following PNR entry:
3GRPS/HPNN1 TCP1 CHEAP TICKETS
Markets: Systemwide (consolidator) Domestic, Mexico and ANC
[****] [****]
[****] [****]
Open Jaw Permitted
Open Returns Not Permitted
PTA/TBM: Not Permitted
Routing: Published America West and America West Express routings only.
All other codeshare flights are not applicable.
Rule 240: Permitted
[****] [****]
Stopover: Not Permitted
Waitlists: Not Permitted
[****] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
Page 7 of 9 Consolidator Agreement
Cheap Tickets, Inc.
ATTACHMENT B -- COMMISSION ON PUBLISHED FARES (Individual Travel)
-----------------------------------------------------------------
RESERVATIONS:
------------
Booking Class: Applicable published fare type
Groups: Not permitted
Reservations: Booked by Customer only
TICKET INFORMATION:
------------------
Applicable Fares: America West published fares in effect at the time of ticketing
and according to the tariff rules of that published fare (except
as stated below). See "Restrictions" below.
Disclaimer: Certain short-term, introductory or other published
----------
promotional fares specifically prohibiting additional discounts
do not apply.
Restrictions:
------------
1. Companion fares do not apply
2. Promotional fares specifically prohibiting additional
discounts do not apply
3. Other discounts do not apply (senior discounts, vouchers,
etc.)
4. F-class excursion fares do not apply (FE14, etc.)
[****] [****]
Fare Basis Code: Applicable to the published fare used.
IT Code: ITLPCTIPBA (must appear in tour code box)
---
Ticketing Agency: Cheap Tickets, Inc.
ARC Number(s): See Attachment D
Ticket Entries: All published fare ticket entries are required, with the
exception of the following:
The discounted published fare should be omitted from the base,
tax and total box of the passenger coupon if Customer uses all of
or a portion of commission to discount the published fare. The
discounted published fare and applicable base, tax, total and
commission amounts must be shown on all auditor's coupons.
PROGRAM SPECIFICS:
-----------------
Markets: Published America West and America West Express routings only.
Codeshare flights are not applicable.
Restrictions: All published rules apply, unless otherwise stated above.
Page 8 of 9 Consolidator Agreement
Cheap Tickets, Inc.
[****] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
ATTACHMENT C -- AUTHORIZED TICKETING LOCATIONS
----------------------------------------------
PROGRAM TITLE: Cheap Tickets, Inc.
-------------
0000 Xxxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxx 00000
ARC NUMBERS OF AUTHORIZED TICKETING LOCATIONS UNDER THIS AGREEMENT:
------------------------------------------------------------------
05508274
05513266
05521714
05644236
05685713
05709745
06644444
12505964
12518483
12530954
12601676
12916120
33514526
33965750
36975820
50523911
Page 9 of 9 Consolidator Agreement
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