EXECUTION COPY
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REDEMPTION AGREEMENT
THIS REDEMPTION AGREEMENT (this "Agreement") is made and entered into
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on this 1st day of June, 2001 (the "Effective Date"), by and between United Air
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Lines, Inc., a Delaware corporation ("United"), and XxXxxxxx.xxx, Inc., a
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Delaware corporation ("MyPoints").
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WHEREAS, United is one of the world's largest airline companies; and
WHEREAS, MyPoints owns, operates and administers MyPoints(R), an online
incentive loyalty program (the "Program"), which allows qualified individuals
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who have enrolled as members to earn points redeemable for products and services
by participating in consumer-based web activity; and
WHEREAS, United intends to sell (either by itself or through an agent)
discount travel certificates, companion travel certificates and roundtrip travel
certificates which are redeemable for air travel in accordance with the terms
and conditions of this Agreement and the attachments hereto (collectively, the
"Certificates") to MyPoints for use in the Program; and
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WHEREAS, in order to induce United to enter into this Agreement, MyPoints
has agreed to designate United as the exclusive airline company for the Program
during the term of this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are acknowledged, the parties agree as follows:
1. Term and Termination.
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A. This Agreement is made and is effective as of the Effective Date. The
term of this Agreement will commence as of the Effective Date and will
expire on June 1, 2003 (the "Expiration Date").
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B. This Agreement may be terminated by United, without cause and for any
reason it deems appropriate, upon 90 days prior written notice to
MyPoints (the "Early Termination Date").
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C. Any payment, fulfillment or other administrative provisions shall
remain in effect for a period of three months following the Expiration
Date or the Early Termination Date, whichever is applicable, of this
Agreement.
2. The Certificates.
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A. The Certificates shall be subject to the terms and conditions set
forth on Attachment B hereto, and MyPoints shall be responsible for
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informing and advising consumers that participate in the Program of
the terms and conditions of the Certificates.
B. As of the earlier of the Expiration Date or the Early Termination
Date, MyPoints shall cease all distribution of Certificates, as well
as cease all promotion of United's involvement in the Program. Any and
all Certificates purchased by MyPoints but not distributed to its
members will remain valid (for the purposes provided for in the next
sentence) but are non-refundable and no longer eligible for
distribution under the Program. MyPoints may, however, with United's
prior written consent, give Certificates to its personnel for non-
business travel.
C. MyPoints agrees that it will only distribute Certificates pursuant to
the Program and will not distribute the Certificates in any manner
inconsistent with the terms and conditions of
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this Agreement or the attachments hereto, and MyPoints further agrees
that it will not issue, sell or otherwise convey Certificates in any
manner, including, without limitation, pursuant to its offline
services group.
D. MyPoints acknowledges and agrees that once a Certificate has been
distributed to a consumer pursuant to the Program, MyPoints cannot
control the consumer's subsequent use of such Certificate. MyPoints'
rights under this Agreement are solely for the purchase of
Certificates under this Agreement for distribution pursuant to the
Program.
E. MyPoints understands and agrees that it is solely responsible for the
appropriate use and control of the Certificates once they have been
provided to MyPoints.
F. MyPoints shall establish its own internal control systems to protect
against the improper distribution of Certificates or any other
activity that is inconsistent with this Section 2. If either party
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discovers or learns of any improperly distributed Certificates or
other activity inconsistent with this Section 2, such party shall so
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advise the other party and cooperate with the other party in resolving
the matter. MyPoints shall prevent any Certificates that it purchases
under this Agreement from being brokered or otherwise used for
corporate travel or flight upgrades on United, or any of its Star
Alliance or other airline partners, by employees or agents of
MyPoints. MyPoints agrees to provide United and its agents, upon three
business days prior notice from United, with access during normal
business hours to such documents and other records as United may
reasonably request in order to confirm that MyPoints is in compliance
with its obligations in this Section 2F (an "Audit"); provided,
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however, that United may not conduct an Audit more than one time in
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any quarterly period during the term of this Agreement.
3. Purchase of Certificates.
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A. Beginning on the Effective Date and terminating on the earlier of the
Expiration Date or the Early Termination Date, United, by itself or
through an agent, agrees to sell Certificates to MyPoints and MyPoints
agrees to purchase from United, at the prices and on the terms and
conditions as set forth in this Agreement and the attachments hereto,
Certificates, that are to be distributed exclusively to qualified
consumers desiring to participate in the Program.
B. (i) MyPoints may purchase a maximum of 40,000 Certificates from United
or its affiliates each month during the term of this Agreement, on the
terms and subject to the conditions set forth on Attachment B.
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Notwithstanding the foregoing, United may reduce the maximum number of
Certificates MyPoints may purchase upon 72 hours notice, provided,
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that in no event will United reduce the number of Certificates
MyPoints may purchase below 25,000 Certificates each month.
MyPoints may re-order and pre-pay for additional Certificates during
the term of this Agreement, on the same terms and subject to the same
conditions, in subsequent blocks of not less than 500 Certificates of
each category of Certificates ordered (for example, each type of
discount travel certificate, each type of companion travel certificate
and each type of roundtrip travel certificate). Notwithstanding the
foregoing, MyPoints may re-order Certificates with a per Certificate
price in excess of $200 in blocks of not less than 100 Certificates.
United shall provide MyPoints with the Certificates promptly after
receiving MyPoints' payment for such re-ordered Certificates.
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4. Payment.
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A. Exclusive of any and all applicable taxes and surcharges levied,
MyPoints shall pay United the amounts described on Attachment B,
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subject to the terms and conditions described therein. United shall
have the right, upon 30 days prior written notice, to change the terms
and conditions of the Certificates, except as otherwise provided in
the next sentence. In addition, beginning on the date that is six
months from the Effective Date and continuing through the term of this
Agreement, United shall have the right to increase the individual
price of each Certificate set forth herein one time in an amount not
to exceed the greater of $5 or 15%; provided, however, that in no
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event will the prices of Certificates exceed the lowest prices offered
by United to any other third party who has entered into an agreement
with United on terms substantially similar to those described herein
(including, without limitation, substantially similar volume
commitments and terms and conditions for the Certificates) to offer
travel certificates pursuant to an incentive loyalty program.
Notwithstanding the foregoing, United's obligation in the previous
sentence shall not apply to any special promotions United may offer
from time to time nor shall it apply to any agreement United may have
entered into prior to the date hereof.
B. MyPoints shall pay all applicable sales, use or excise taxes, but no
party shall pay any taxes or tax-related surcharges determined by
another party's income, net worth, franchise, property or purchases,
which shall be borne solely by that other party.
C. (i) MyPoints will pay all amounts due in full prior to the issuance
of any Certificates. MyPoints shall remit its pre-paid orders for
Certificates, in the block amounts and at the fees specified herein,
by wire transfer of immediately available funds to an account so
designated by United in writing.
(ii) Upon receipt of payment, United shall promptly send the
Certificates to MyPoints.
D. All Certificate orders must be approved by United prior to
fulfillment. Certificates, once issued to MyPoints, will be re-issued
to MyPoints if lost for a fee of USD $25.00 per Certificate that must
be voided and re-issued. Certificates that are lost, stolen or
otherwise misplaced by consumers will not be replaced by United, and
MyPoints shall not replace any Certificates lost by, stolen from or
otherwise misplaced by consumers. Certificates have no cash or other
value. The Certificates are not refundable by United, but may be
refundable by MyPoints to consumers. Certificates are not
transferable, except as otherwise provided by the terms and conditions
on the Certificates.
5. Promotion.
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A. United shall have full editorial and creative control over all
communications contemplated by this Article 5 and MyPoints shall
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submit copy and layout of all marketing, advertising and promotional
materials (including e-mail correspondence) featuring the use of
United's or any of its affiliate's or any other names, logos,
logotypes, insignia, service marks, trademarks, trade names, trade
dress, copyrights, or any other intellectual property for review at
least 72 hours prior to publication, printing or other broadcast.
Except as provided below, MyPoints shall not directly or indirectly
refer or associate United or any of its parents, subsidiaries,
affiliates or agents, with any solicitation, mailing or customer list
unless otherwise authorized by the appropriate party hereto in
advance, in writing, in each instance.
B. During the term of this Agreement, MyPoints shall be entitled to list
United as a redemption partner in press releases and other Program
materials relating to the Program.
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For example, MyPoints will mention United in the following context:
Rewards are provided by premier brands, including United [and a list
of redemption partners].
C. Within 30 days of the date hereof, MyPoints shall make a direct
announcement to all of its Program members to the effect that United
is the official airline redemption partner of MyPoints and that
members of the Program can now redeem their points for discounted
travel on United.
D. United shall be featured on MyPoints' website and in its general
communications with its members throughout the term of this Agreement
in a manner that is no less prominent than any other MyPoints partner,
including, without limitation, Xxxxxx & Xxxxx, Hilton, Macy's,
Blockbuster and the Olive Garden.
E. For a period of ninety days from the date hereof (the "Promotional
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Period"), MyPoints agrees to promote United as its official airline
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redemption partner through special redemption emails to participants
in the Program. In addition, MyPoints further agrees to promote United
in all general communications to its members during the Promotional
Period. Upon expiration of the Promotional Period, MyPoints agrees to
promote United in the manner contemplated by Section 5D above.
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6. Exclusivity.
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A. During the term of this Agreement, MyPoints and its affiliates agree
not to enter into any contract, agreement or any other arrangement
whatsoever with another airline company or other company that offers
air travel tickets, certificates or air miles in any form to provide
any of the foregoing services without United's prior written consent,
which may be withheld in United's sole discretion. MyPoints further
agrees, subject to Section 6D below, not to amend or change the terms
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of, or expand or supplement the activities conducted in any manner
under the following agreements: (i) the agreement dated June 11, 1998
between MyPoints (f/k/a Intellipost Corporation) and Alaska Airlines,
Inc. (the "Alaska Agreement"); (ii) the agreement dated February 2,
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2001 between MyPoints and Lifestyle Vacation Incentives (the
"Lifestyle Agreement"); and (iii) the agreement dated July 24, 2000
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between MyPoints and HMI, Inc. (the "VacationMiles Agreement" and
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together with the Alaska Agreement and the Lifestyle Agreement
collectively referred to as the "Excluded Agreements"). MyPoints
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further agrees that none of the activities currently conducted within
MyPoints Offline Services (f/k/a Alliance Development Group) ("Offline
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Services") will be promoted, marketed, featured, affiliated or
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participate in any way in the Program. Except for the Excluded
Agreements and agreements within Offline Services, MyPoints represents
and warrants that neither it nor any of its affiliates has any
existing contract, agreement or other arrangement of any type with any
other airline company or other company that offers air travel tickets,
certificates or air miles in any form to provide any of the foregoing
services.
B. Within 30 days of the date hereof, United shall have the right to
require MyPoints to terminate, fail to renew (and no longer perform
under) or amend the VacationMiles Agreement (such that MyPoints will
no longer have the right to offer air travel tickets, certificates or
air miles in any form pursuant thereto); provided, however that if
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MyPoints chooses to terminate or fail to renew the VacationMiles
Agreement, MyPoints may enter into a new agreement with HMI, Inc. not
otherwise inconsistent with the terms of this Article VI.
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C. During the term of this Agreement, if MyPoints wishes to expand or
supplement the activities conducted in any manner under the Lifestyle
Agreement, United shall have a right of first refusal to provide such
services as expanded or supplemented.
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D. MyPoints agrees not to market, feature or promote in anyway any other
airline company (other than Alaska) on its website or in connection
with the Program. Until October 1, 2001, MyPoints may not engage in
target/direct marketing that is not otherwise connected with the
Program on behalf of Delta Airlines or American Airlines without
United's prior written consent, which shall not be unreasonably
withheld. After October 1, 2001, if United pays to MyPoints $100,000
for each quarter thereafter, MyPoints agrees not to engage in
target/direct marketing that is not otherwise connected with the
Program on behalf of Delta Airlines or American Airlines without
United's prior written consent, which shall not be unreasonably
withheld.
7. Use of Customer Information. Subject in all instances to MyPoints' then
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current privacy policy and, to the extent applicable, to each predecessor
policy and to applicable law, MyPoints shall provide (i) aggregated data on
point of redemption (by zip code) to United on a monthly basis for all
participants in the Program that redeem points for Certificates, and (ii)
the responses to the questions set forth under "Travel-Related Questions"
on Attachment C from each Program participant that redeems points for
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Certificates. With respect to clause (ii) above, United agrees to cooperate
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with MyPoints, and MyPoints agrees within thirty days of the date of this
Agreement, to develop a plan to imbed the "Travel-Related Questions" into
the Certificate redemption process and, upon completion of such plan,
MyPoints agrees to use its commercially reasonable efforts to implement
such plan as promptly as practicable. Notwithstanding the foregoing, until
such time as MyPoints has imbedded the "Travel-Related Questions" into the
Certificate redemption process, MyPoints shall use its commercially
reasonable efforts to collect the "Travel-Related Questions" through any
other means available to it. In addition, MyPoints agrees to use its
commercially reasonable efforts to obtain any additional information United
may request from time to time to the extent such information is consistent
with MyPoints' then current privacy policy and, to the extent applicable,
each predecessor policy and applicable law. With respect to clauses (i) and
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(ii) above, United and MyPoints agree to share equally any increased costs
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reasonably incurred by MyPoints in collecting such data. If United requests
information not contemplated by clauses (i) and (ii) above, the sole cost
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of collecting such data shall be borne by United. MyPoints further grants
to United and its affiliates a non-transferable, non-exclusive, world-wide,
perpetual, irrevocable, royalty-free license to use the information
contemplated by this Section 7 or any information United may request
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MyPoints to collect pursuant to this Section 7.
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8. Other Terms and Conditions.
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A. All tickets issued upon the redemption of Certificates distributed
pursuant to the Program will be subject to the tariffs, United's
contract of carriage, ticket terms and re-accommodation policies, and
all other rules and regulations applicable to the public for the
applicable fare class in which the ticket is issued. United's
obligation to issue tickets upon redemption of Certificates
distributed pursuant to the Program is subject to the terms and
conditions of this Agreement.
B. All tickets issued by United pursuant to Certificates distributed
pursuant to the Program are exclusive of all taxes and fees applicable
to the passenger itinerary, including passenger facility charges,
international departure taxes and fees, federal inspection fees,
federal excise segment taxes, and any other applicable taxes or fees,
which will be calculated and assessed at the time of ticketing and
which will be the responsibility of the passenger redeeming the
Certificate(s).
C. All Certificates distributed pursuant to the Program, and subsequently
redeemed, are subject to the rules, regulations, terms and conditions
described herein. Other rules, regulations, terms and conditions, as
determined by the parties hereto, may apply.
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D. United and all of its parents, subsidiaries, affiliates and agents
shall not be responsible or liable for any products or services that
are offered by MyPoints.
E. MyPoints shall be solely responsible for communicating directly with
any consumer to resolve any problems that the consumer may have
regarding the Program. If a consumer contacts United about the Program
or any Certificates distributed pursuant thereto, then United shall
direct the consumer to MyPoints so that MyPoints may address and
resolve the problem on behalf of the consumer.
F. This Agreement, including Attachments A, B and C hereto, constitute
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the entire agreement and understanding of the parties on the specific
subject matter hereof, and, as of the Effective Date, supersedes all
prior agreements, whether written or oral, between the parties
concerning the specific subject matter hereof. This Agreement may be
modified only by further written agreement signed by all of the
parties hereto.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the Effective Date.
XXXXXXXX.XXX, INC. UNITED AIR LINES, INC.
By: /s/ Xxxx Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxx Xxxxxxx Name: Xxxxxxx X. Xxxxxx
Title: Chief Executive Officer Title: Executive Vice President-Finance and
Planning and Chief Financial Officer
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ATTACHMENT A
Standard Terms And Conditions
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ATTACHMENT A
1. Confidentiality
A. Except in any proceeding to enforce any of the provisions of this
Agreement, neither party (the "User") shall, without the prior written
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consent of the other party (the "Owner"), publicize or disclose to any
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third party, either directly or indirectly, any of the following (the
"Confidential Information"):
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(i) This Agreement or any of the terms or conditions of this
Agreement, including the attachments hereto; or
(ii) Any confidential or proprietary information or data, either oral
or written, received from and designated as such by the Owner.
B. If either party is served with a subpoena or other legal process
requiring the production or disclosure of any Confidential
Information, then that party, before complying, shall immediately
notify the Owner and shall use its reasonable efforts to permit the
Owner a reasonable period of time to intervene and contest production
or disclosure.
C. Upon termination or expiration of this Agreement, the User must return
or destroy all copies of any and all Confidential Information received
from the Owner.
D. Each party shall restrict all Confidential Information provided to its
respective employees and agents on a "need to know" basis.
E. If the User breaches this Article 1, then the Owner may terminate this
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Agreement immediately, upon written notice to the User.
F. Except as expressly provided herein, each party shall use the
Confidential Information of the other party solely to perform its
obligations under this Agreement.
G. Each party hereto acknowledges that any failure by it to maintain the
complete confidentiality of the Confidential Information hereunder
will have a direct and severe adverse impact on the other party's
business, which will subject the other party to irreparable harm, and
that the other party may, without jeopardizing any other rights or
remedies such other party may have, seek a court order or injunction
without further notice to protect the confidentiality of its
information and to halt any unauthorized disclosure thereof.
H. The confidentiality obligations of the parties hereto pursuant to this
Article 1 are of a continuing nature and shall survive the termination
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or expiration of this Agreement.
2. Logos and Service Marks
A. Neither party hereto shall use any of the other party's names, logos,
logotype, insignia, service marks, trademarks, trade names, trade
dress, copyrights, corporate goodwill or other proprietary
intellectual property, including without limitation the names "United
Air Lines, Inc.," "United Airlines," "United," "United NewVentures,"
"Mileage Plus," or "MyPoints," in any marketing, advertising or
promotional collateral, including without limitation credit card or
similar solicitations (which are expressly forbidden), except when
each specific use has been approved in advance, in writing, by the
other party. When such approval is granted, either party shall comply
with any and all conditions that the other party may impose to protect
the use of any of that party's names, logos, logotype, insignia,
service marks, trademarks, trade names, copyrights, corporate goodwill
or other proprietary intellectual property. All goodwill accruing as a
result of the use of a party's names, logos, logotype, insignia,
service marks, trademarks, trade names, trade dress and copyrights,
shall inure to the benefit of such party.
B. Except as expressly provided herein, no right, property, license,
permission or interest of
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ATTACHMENT A
any kind in the use of any name, logo, logotype, insignia, service
xxxx, trademark, trade name, copyright, corporate goodwill or other
proprietary intellectual property owned by United or any of its
affiliates or MyPoints is intended to be given to or acquired by the
other party hereto, its agents, servants, and/or other employees by
the execution or performance of this Agreement.
3. Title to Data
United acknowledges that MyPoints has full title and complete ownership
rights to data and information developed by MyPoints or any of its
affiliates, wherever located, and such title shall remain with MyPoints
during the term of this Agreement. Full title and complete ownership rights
to data and information developed by United or any of its affiliates,
wherever located, shall remain with United. MyPoints understands and agrees
that such data and information constitutes United's proprietary information
whether or not any portion thereof is or may be validly copyrighted. Any
membership lists, labels, data or other compiled membership information
supplied to MyPoints in any form by United or any of its affiliates and any
and all copies thereof are to be used by MyPoints exclusively in its
performance of its obligations pursuant to this Agreement as agreed to by
United, and will not be otherwise used, sold, licensed, leased,
transferred, e-mailed, bartered, traded, stored in a retrieval system,
duplicated, or transmitted, in any form by any means, without prior written
consent of United.
4. Disclaimer
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PARTIES EXPRESSLY DISCLAIM ANY
AND ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT
LIMITATION ANY WARRANTIES OF MERCHANTABILITY, DESIGN, TITLE, NON-
INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. TO THE EXTENT THAT A
PARTY MAY NOT, AS A MATTER OF LAW, DISCLAIM ANY WARRANTY, THE PARTIES AGREE
THAT THE SCOPE AND DURATION OF ANY SUCH WARRANTY SHALL BE THE MINIMUM
PERMITTED UNDER APPLICABLE LAW.
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ATTACHMENT A
5. Indemnification
A. Except as otherwise provided for in this Agreement, each party (the
"Indemnitor") shall indemnify, defend and hold harmless the other
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party, its subsidiaries and affiliates, and their officers, directors,
employees and agents (the "Indemnitees") from and against any and all
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liabilities, damages, losses, expenses, claims, demands, suits, fines,
or judgments, including but not limited to reasonable attorneys' fees,
costs, and related expenses, which may be suffered by, accrue against,
or be recovered from any of the Indemnitees resulting from any claim
or suit brought by any third party or parties arising out of or in
connection with:
(i) Any failure of performance or wrongful performance by the
Indemnitor of any of its obligations under this Agreement; or
(ii) Any negligence or willful misconduct of the Indemnitor relating
to, arising out of or in connection with this Agreement.
B. Notwithstanding any language in this Agreement to the contrary,
MyPoints shall indemnify, defend and hold harmless United or any of
its affiliates from and against any liability resulting from any U.S.
federal excise tax, interest or penalty due by law under this
Agreement, and MyPoints shall reimburse United or any of its
affiliates if any of them have properly remitted such tax, interest or
penalty on behalf of MyPoints.
C. For the purposes of this Article 4, United and each of its affiliates
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shall be deemed the Indemnitees of MyPoints.
D. The indemnity, defend and hold harmless obligations of the parties
pursuant to this Article 4 are of a continuing nature and shall
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survive the expiration of this Agreement.
E. The Indemnitor's obligations are conditioned upon the Indemnitee: (i)
giving the Indemnitor prompt written notice of any claim, action, suit
or proceeding for which the Indemnitee is seeking indemnity; (ii)
granting control of the defense and settlement to the Indemnitor
(provided that no claim, action, suit or proceeding shall be settled
without the prior written consent of the Indemnitee, which consent
shall not be unreasonably withheld or delayed); and (iii) reasonably
cooperating with the Indemnitor at the Indemnitor's sole expense.
Notwithstanding anything contained herein to the contrary, the
Indemnitee retains the right to participate in the defense of and/or
settlement negotiations related to any indemnifiable claim with
counsel of its own selection at its sole cost and expense.
6. Governing Law and Jurisdiction
This Agreement and any dispute arising under or in connection with this
Agreement, including any action in tort, shall be governed by and construed
in accordance with the laws of the State of Illinois, U.S.A., without
regard to any conflicts of law principles which may direct the application
of the laws of any other jurisdiction. The courts of the State of Illinois,
U.S.A., shall have non-exclusive jurisdiction to settle any dispute
relating to, arising out of or in connection with this Agreement.
7. Compliance with Applicable Laws
Each party hereto shall comply with all applicable federal, state and local
laws and regulations with respect to its performance under this Agreement.
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ATTACHMENT A
8. EXCLUSION OF CONSEQUENTIAL DAMAGES
EXCEPT AS PROVIDED UNDER "INDEMNIFICATION," ABOVE, NEITHER PARTY SHALL BE
LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES,
INCLUDING LOST REVENUES, LOST PROFITS, OR LOST PROSPECTIVE ECONOMIC
ADVANTAGE, WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT BASED ON CONTRACT,
TORT, WARRANTY CLAIMS OR OTHERWISE, ARISING FROM ANY PERFORMANCE OR FAILURE
TO PERFORM UNDER THIS AGREEMENT, AND EACH PARTY HEREBY RELEASES AND WAIVES
ANY CLAIMS AGAINST THE OTHER REGARDING SUCH DAMAGES.
9. Non-Assignment
Neither party shall assign or otherwise transfer any of its rights or
obligations under this Agreement to any third party without the prior
written consent of the other party hereto (the "Non-Assigning Party"),
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except that either party (the "Assigning Party") may assign this Agreement
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to its direct or indirect parent corporation, or any majority-owned
subsidiary or affiliate of its parent corporation or its holding
corporation, without consent of the Non-Assigning Party; provided, however,
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that such parent corporation, subsidiary or affiliate assumes all of the
obligations of the Assigning Party hereunder. Any violation of this
provision will be cause for immediate termination of this Agreement or, at
the option of the Non-Assigning Party, the Non-Assigning Party may declare
the assignment of any of the rights or obligations under this Agreement
null and void as of the date of the purported assignment. This Agreement
shall be binding upon and shall inure to the benefit of the permitted
successors and assigns of each party hereto.
10. Force Majeure
Except for any payment obligations, neither party shall be liable for
delays or failure in performance under this Agreement caused by acts of
God, war, strike, labor dispute, work stoppage, fire, act of government, or
any other cause, whether similar or dissimilar, beyond the control of that
party.
11. Relationship of the Parties
This Agreement is not intended to nor shall it be construed to create or
establish any employer-employee, agency, partnership, or joint venture
relationship between the parties. Neither party shall have any right to
enter into any contract or commitment in the name of the other party, to
incur any obligation for, create any liability for, or bind the other party
in any respect whatsoever.
12. Non-Waiver
Any previous waiver, forbearance, or course of dealing shall not operate as
or be deemed a waiver of any subsequent default or breach and will not
affect the right of either party to require strict performance and
observance of any provision of this Agreement.
13. Post-Expiration Rights
All obligations of each party that have accrued before expiration of this
Agreement or that are of a continuing nature, including without limitation
any indemnity or confidentiality provisions herein, shall survive the
expiration of this Agreement.
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ATTACHMENT A
14. Severability
Should any clause or any part of any clause of this Agreement be found
invalid or unenforceable, the remainder of this Agreement shall continue to
remain valid and enforceable unless the provision in its modified state
would materially and adversely affect the essence of the Agreement. The
invalid or unenforceable provision shall be deemed modified to the limited
extent required to permit its enforcement in a manner which comes as close
as possible to achieving the intended result of the original provision.
15. Captions
The captions appearing in this Agreement have been inserted as a matter of
convenience and in no way define, limit or enlarge the scope of this
Agreement.
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ATTACHMENT A
16. Notices
Any notices required to be sent under this Agreement shall be sent by first
class mail, postage prepaid, or by a nationally recognized overnight
courier. Notices sent via electronic means (e.g., e-mail or facsimile) will
be effective immediately if received prior to 5:00 p.m. local time of the
recipient. All other notices shall be effective the first business day
after receipt. Notices shall be addressed as follows:
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If to MyPoints, address as follows: If to United, address as follows:
XxXxxxxx.xxx United Air Lines, Inc.
000 Xxxxxxxxxx Xxxxxx, 12/th/ Floor 0000 X. Xxxxxxxxx Xxxx
Xxx Xxxxxxxxx, XX 00000 X.X. Xxx 00000
Xxxx: Xxxxxx Xxx Xxx Xxxxx Xxxxxxxx, XX 00000
Facsimile: Attn: Xxxxx Xxxxxx
Facsimile: (000) 000-0000
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ATTACHMENT B
TRAVEL REDEMPTION OPTIONS FOR MYPOINTS CUSTOMERS
Type Description ($ Fare Restriction Other Restriction Cost to MyPoints
off or % off)
Discount Travel Certificates
1 $ 25.0 >$200, WW None $ 8.0
2 $ 50.0 >$300, WW None $ 15.0
3 $ 50.0 >$200, WW None $ 30.0
4 $ 75.0 >$350, WW None $ 45.0
5 $100.0 >$450, WW None $ 70.0
Companion Travel Certificates
6 25% Coach, US None $ 50.0
7 50% Coach, US None $125.0
8 75% Coach, US None $175.0
9 100% Coach, US None $250.0
10 25% Coach, NA None $100.0
11 50% Coach, NA None $200.0
12 75% Coach, NA None $300.0
13 100% Coach, NA None $450.0
Roundtrip Travel Certificates
14 100% Q/V Class, US None $380.0
15 100% Q/V Class, Shuttle None $140.0
Note: US = Contiguous XX 00 Xxxxxx; XX x Xxxxx Xxxxxxx including Hawaii and
Alaska; WW = Worldwide; Shuttle = Any United Shuttle Flight
Note: In general all standard mileage plus award travel restrictions would
apply to these certificates in addition to ones listed above
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ATTACHMENT B
Terms and Conditions of the Certificates
----------------------------------------
United Discount Travel Certificates
-----------------------------------
1. Valid Carrier: This discount may be applied to United Airlines, United
Shuttle(R), United Express(R) operated flights and United Ground Link(R),
but not to flights operated by other airlines (such as United-marketed code
share and Star Alliance flights).
2. Valid Routing: To take advantage of this discount you must begin your
travel in the 50 United States, Puerto Rico or U.S. Virgin Islands and fly
to any city served by United Airlines, United Shuttle or United Express
worldwide.
3. Allowable Fares: This discount may be used on published United Economy (H,
Q, V or W) class fares of $125 or more. These qualifying fares are the
lower, more restrictive fares for travel in the economy cabin. Since these
fares are booked in a special class of service, they might not be available
on all flights or on all days of the week when you travel.
4. Restricted Fares: This discount may not be used on the following fare
types: United First(R) (F, A, P) class, United Business (C, D) class,
United Economy (Y, B, M) class, companion, travel industry, G class,
contract, bulk, convention, tour conductor, children, family plan,
government, group, military, senior citizen, student, youth, infant, tour
basing, Around-the-World, Circle-the-Pacific, Visit USA Fares or any non-
published fares.
5. Fare Rules: The published fare you qualify for depends on what class of
service is available on the days you travel. Some markets may have lower
fares available without the discount. Keep in mind, you must travel round-
trip on United (open jaw & circle trips are allowed too). The discount may
not be used when you travel one way. Other restrictions may apply.
6. Blackout Dates: This discount is not allowed on certain days of the year
depending on your destination. To check these blackout days (which are the
same as United's Mileage Plus blackouts) contact United Airlines or your
travel professional.
7. Mileage Plus Accrual: The passenger may accrue Mileage Plus miles, even
with this discount.
8. Upgrades: To determine if an upgrade certificate may be used together with
this discount, refer to the terms, conditions and booking class
restrictions associated with each upgrade.
9. Ticketing: You may redeem this certificate using United's Electronic
Ticketing by calling United Airlines or your travel professional. You may
also ticket by mail or through a United Airlines city ticket office or
airport location. Discount only applies when ticket is purchased within the
50 United States, Puerto Rico or U.S. Virgin Islands. Certificate must be
surrendered at time of initial ticketing and can not be redeemed via the
internet.
10. Changes/Refunds: The rules of the United Economy fare you purchase
determine what changes or refunds are allowed. Any refund due is based on
the amount actually paid. The certificate discount may not be reapplied
toward the purchase of another ticket when exchanging or refunding your
original ticket, except when the original ticket qualifies for a reduced
fare (guaranteed airfare rule applies). Check with United Airlines or your
travel professional.
11. Other Important Notes: This discount may only be applied to the purchase of
one new ticket and may not be applied to previously ticketed reservations.
Certificate has no cash value and may not be altered or duplicated. Lost,
stolen, expired or destroyed certificates will not be replaced. Only one
discount certificate, discount voucher or discount may be used per ticket.
The senior citizen 10% discount may not be used with this discount. This
certificate is void if sold or bartered.
United Companion Travel Certificates:
-------------------------------------
1. Valid Carrier: This discount may be applied to United Airlines, United
Shuttle, United Express operated flights and United Ground Link, but not to
flights operated by other airlines (such as United-marketed code share and Star
Alliance flights).
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ATTACHMENT B
2. Valid Routing: To take advantage of this discount you must begin your travel
in the 50 United States, Puerto Rico or U.S. Virgin Islands and fly to a city
served by United Airlines, United Shuttle or United Express. Some certificates
are valid for travel only within the 48 continental United States. Other
certificates may permit travel outside the continental United States (see
certificate for complete details).
3. Allowable Fares: Paid ticket must be a valid, published fare in Economy
Class only with a minimum fare value of $300. Seats are capacity controlled and
certain classes may not be available on all flights or on all days of the week
when you travel.
4. Restricted Fares: This discount may not be used when the paid ticket is one
of the following fare types: United First (F,A,P) or United Business (C,D),
travel industry, G class, contract, bulk, convention, tour conductor, children,
family plan, government, group, military, senior citizen, student, youth,
infant, tour basing, Around-the World, Circle-the Pacific, Visit USA Fares or
any non-published fare.
5. Fare Rules: Companion ticket is only valid for travel when accompanied by
the fare-paying passenger. Travel must be roundtrip on United, with both
passengers traveling together on the same itinerary. Both passengers must
confirm reservations, purchase tickets and travel together on the same flights,
on the same dates, and in the same cabin of service. No further discounts may be
used toward the fare paying passenger's ticket.
6. Blackout Dates: This discount is not allowed on certain days of the year
depending on your destination. To check these blackout days (which are the same
as United's Mileage Plus blackouts) contact United Airlines or your travel
professional.
7. Mileage Plus Accrual: The passenger may not accrue Mileage Plus miles while
traveling on this companion ticket.
8. Upgrades: Upgrades may not be used when traveling on this companion ticket.
9. Ticketing: You may redeem this certificate using United's Electronic
Ticketing by calling United Airlines or your travel professional. You may also
ticket by mail or through a United Airlines city ticket office or airport
location. Discount only applies when ticket is purchased within the 50 United
States, Puerto Rico or U.S. Virgin Islands. Certificate must be surrendered at
time of initial ticketing and can not be redeemed via the internet.
10. Changes/Refunds: Once ticketed, companion ticket is nonrefundable. You may
change your flight dates and time for a $100 service fee. No changes to origin
or destination are allowed.
11. Other Important Notes: This discount may only be applied to the purchase of
one new ticket and may not be applied to previously ticketed reservations.
Certificate has no cash value and may not be altered or duplicated. Lost,
stolen, expired or destroyed certificates will not be replaced. This certificate
is void if sold or bartered.
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ATTACHMENT B
United Roundtrip Travel Certificates:
-------------------------------------
1. The Certificates will be offered to members of the Program during the term
of this Agreement. Members accumulate points that may be redeemed for
Certificates.
2. Certificates are redeemable for discounted round-trip air transportation on
United, United Shuttle(R) ,United Express(R) and United Ground Link in the
48 contiguous United States, subject to the following travel restrictions:
A. Valid for travel for twelve months from the date of issuance.
B. Travel with this certificate is not allowed on certain days of the
year depending on your destination. To check these blackout days
(which are the same as United's Mileage Plus blackouts) contact United
Airlines or your travel professional.
3. 14 day advance purchase ticketing is required, and ticketing must take
place at any designated United ticketing location or by mail. Tickets must
be issued using United Airline ticket stock.
4. Round-trip travel and a Saturday night stay is required (except for Las
Vegas, Reno and certain ski cities where a 2 night minimum stay is
required). The maximum stay is 30 days.
5. Tickets, once purchased/ticketed, are non-refundable, non-transferable and
non-endorsable. Certificates are non-refundable and non-transferable,
except as provided herein and on the Certificates.
6. Travel is booked United Economy(R), in "W" class of service, subject to
availability.
7. Redemption is limited to one Certificate per ticket.
8. Tickets issued pursuant to the redemption of Certificates are valid for
travel on United, United Shuttle(R), United Express(R) and United
Ground Link.. Certificates are not redeemable for travel on United-marketed
code share flights and Star Alliance flights.
9. No stopovers or open jaws or circle trips are permitted on tickets redeemed
pursuant to Certificates.
10. Not combinable with any other offers. Other restrictions may apply as
determined by the parties hereto.
Other Terms and Conditions:
--------------------------
1. Certificates are non-refundable by United, but are refundable by MyPoints,
to the consumer. The Certificates are non-transferable, except as provided
on the Certificates. Certificates, if lost, will only be voided and re-
issued upon payment of a USD $25.00 fee per voided Certificate and re-
issued a new Certificate. MyPoints is solely responsible for the
Certificates once they are printed.
2. Qualified Mileage Plus Members traveling on tickets issued upon redemption
of a Certificate are eligible to earn Mileage Plus Miles in accordance with
the rules and regulations of the Mileage Plus Program.
3. Certificates are void if altered and where prohibited by applicable law.
Certificates are redeemable only for air transportation and have no cash
value, and are void if sold for cash or other consideration.
4. Certificates are for individual and personal use only, and may not be used
for business or corporate travel.
5. Previously purchased tickets may not be issued pursuant to the redemption
of Certificates.
6. Certificates will not be replaced if lost, stolen or destroyed.
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ATTACHMENT B
7. All tickets issued by United pursuant to the redemption of Certificates are
exclusive of all taxes and fees applicable to the passenger itinerary,
including passenger facility charges, international departure taxes and
fees, federal inspection fees, federal excise segment taxes, and any other
applicable taxes or fees, which will be calculated and assessed at the time
of ticketing and which will be the responsibility of the passenger
redeeming the Certificate(s). Such tickets are non-refundable.
8. All tickets issued upon the redemption of Certificates issued pursuant to
the Program will be subject to the tariffs, United's contract of carriage,
ticket terms, and re-accommodation policies, and all other rules and
regulations applicable to the public for the applicable fare class ("W") in
which the ticket is issued. Certificates issued pursuant to the Program are
subject to the terms and conditions of this Agreement and are subject to
certain blackout dates (see above) and to the availability of seats on the
specified dates and for the specified class of service.
9. United shall be the final authority on the interpretation of these rules
and regulations.
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ATTACHMENT C
Customer Data
-------------
Basic Demographic Information
. Zip Code
Travel-Related Questions
. How many air round trips have you taken in the past 12 months for business
purposes? [None][1-2] [3-4][5-7][8-11][12-24][More than 25]
. How many air round trips have you taken in the past 12 months for leisure
purposes? ? [None][1-2] [3-4][5-7][8-11][12-24][More than 25]
. Which airline do you use most frequently?
. Please indicate your interest in traveling: [Not Interested][Somewhat
Interested][Very Interested]
. Have you purchased Travel Services over the Internet in the past 12 months?
[Yes][No]
. Which of the following travel services have you purchased over the Internet
in the past 12 months? [airline] [car rental] ][hotel] [package tours]
[travel books] [luggage] [other]
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