Japan Airlines Co., Ltd. Addendum to the Governing Travel Agency Agreements for ARC Accredited Agents and their affiliates
Your travel agency, including affiliated agency locations under common control that are accredited by Airlines Reporting Corporation (“ARC”) or the International Air Transport Association (“IATA”) (collectively “Agent”), has entered into the Agent Reporting Agreement (the “ARC Agreement") with ARC with respect to travel agency location(s) in the United States and the IATA Passenger Sales Agency Agreement (the “IATA PSAA”) with respect to any travel agency locations outside the United States (collectively “Governing Travel Agency Agreements”). The instructions, terms and conditions governing the agent-principal relationship between Agent and Japan Airlines Co., Ltd., including all affiliated airlines under common control of Japan Airlines Co., Ltd. (collectively “JAL”) are set forth below and in the Governing Travel Agency Agreement applicable to each travel agency location and any other agreement entered into by JAL and Agent (such agreements, together with these instructions, being referred to collectively as the “Agreement”). JAL has appointed Agent to act as an agent for JAL in the sale of JAL’s products and services (“Agent's Appointment” or “Appointment”). Agent acknowledges and affirms that it is an agent of JAL. Effective September 1, 2016, compliance with these instructions, as well as the other terms and conditions of the Agreement and the Rules (defined in Section 3), are conditions to the continued Appointment of Agent. To the extent that Agent engages employee, sub-agents, services vendors or other third party contractors to support Agent’s activities within the scope of the Appointment, Agent will be responsible to JAL for their full compliance with the Agreement. The Agreement applies to any tickets issued using JAL’s (131) ticket stock.
JAL may independently review any of Agent's locations, including those under Agent’s common control, which are accredited by ARC or IATA (the “Agency Locations”). The review may include on-site inspection of any Agency Location to determine that Agent's operations comply with JAL’s requirements for its agents in the sale of JAL products and services. In its sole discretion and at any time, JAL may, upon written notice to Agent, exercise its rights to suspend or limit Agent’s Appointment, including immediately terminating JAL’s appointment of any Agency Location or Agent's Appointment. If any Agency Location is terminated, Agent may not act in any agency capacity for the sale of JAL’s products and services from the terminated location. If Agent's Appointment is terminated, Agent may not act in any agency capacity whatsoever for the sale of JAL’s products and services from any location.
(a) Right to Modify Commission Policy. JAL does not currently pay base commissions to ARC-accredited agents for the sale of JAL’s products and services. JAL, in its sole discretion, reserves the right to modify its commissions and other compensation policies for Agents at any time.
(b) Limitations on Any Commissions. If JAL chooses to pay any commissions for the sale of JAL’s products and services, JAL will pay commissions to Agent only in accordance with its then-current policy and only for Agent's issuance of standard tickets that show JAL as the ticketing carrier and that are properly issued in accordance with this Agreement. Agent is not entitled to any commission for (1) tickets for which a full or partial refund is made, (2) late or unreported tickets, or (3) tickets issued to owners, officers, directors, stockholders, members, partners, or employees of either Agent or any person or entity which controls, is controlled by, or is under common control with Agent. Any commissions are based on the fare paid only; JAL does not pay any commissions on governmental or similar taxes, fees, and charges, or fees or charges collected by Agent for its own account or for the account of a third party.
3. Compliance with JAL's Rules and Rates.
(a) General. Agent will strictly adhere to JAL's current instructions, rules, regulations, requirements, conditions of sale or carriage, tariffs, and procedures (the “Rules”) in booking any reservation or issuing, reissuing, selling, exchanging, refunding, canceling or reporting any ticket calling for transportation on JAL. Agent will ensure that its systems, processes and sales practices accurately display and convey all information relating to JAL’s products and services as presented by JAL, including with respect to the display, offer, booking, ticketing or sale of JAL’s products and services. Agent will also comply with all laws and regulations applicable to its activities under the Agreement. Failure to comply may subject Agent to debit memos from JAL for any deficiency or any loss incurred by JAL by reason of the violation and the suspension, limitation or termination of Agent's appointment. These instructions do not prohibit Agent from offering discounts off its own service charges or other fees to its customers or otherwise compensating its customers in connection with transportation on JAL. If Agent charges a service or other fee for the services that it provides to customers or compensates its customers, such charges, fees (including any discounts) and compensation shall be listed separately from JAL’s fare information, so that the components and calculation of the final sale price is clear to the customer (e.g., the fare as published by JAL must always be separately displayed).
(b) Order of Precedence and Conflicts of Law. In the event of any conflicts between these instructions, the Governing Travel Agency Agreements, or applicable law or regulation, the conflict shall be resolved by giving priority as follows:
- (i) applicable law or regulation;
- (ii) these instructions;
- (iii) the Governing Travel Agency Agreements.
(c) JAL Mileage Bank Loyalty Programs. Agent agrees to comply with all Rules governing the JAL Mileage Bank Loyalty Program (herein JMB) and other promotional programs, including the issuance of promotional certificates and tickets. Agent acknowledges that the purchase, sale, or barter of promotional or JMB awards, mileage, or tickets (other than a purchase from JAL) is strictly prohibited and that Agent's direct or indirect involvement in any of these activities subjects Agent to (i) debit memos, (ii) the suspension, limitation or termination of Agent's Appointment, and (iii) legal or equitable remedies. Agent further acknowledges and understands that any fraud or abuse concerning promotional programs or JMB awards, mileage, or tickets on the part of Agent or Agent's customers may subject Agent's customers to administrative and legal action by JAL, including the forfeiture of all (iv) award certificates, (v) tickets issued against award certificates, and (vi) accrued mileage in the customer’s account, as well as suspension or cancellation of the account. Agent further understands that such promotional or JMB award tickets that have been purchased, sold, or bartered are void and that use of these tickets may result in the tickets being confiscated by JAL, the passenger's trip being stopped or interrupted, and the passenger being required to purchase a ticket to continue travel.
(d) Prohibition of Abusive Practices. Agent acknowledges that Hidden City/Point Beyond Ticketing, Back to Back Ticketing, Throwaway Ticketing, Duplicate and Impossible/Illogical Bookings and other Fraudulent, Fictitious, or Abusive Bookings, violate Jal’s Rules. (See JAL's Conditions of Carriage for definitions of these types of bookings.) In addition, Agent acknowledges that “Sales Location Shifting” (i.e., making a booking or issuing a ticket from a sales location that is different than the one selected by the customer to circumvent availability, commissions, or other airline controls) violates JAL’s Rules. It is the Agent's responsibility to ensure that ticketing or bookings done by Agent are not for and do not involve Hidden City/Point Beyond Ticketing, Back to Back Ticketing, Sales Location Shifting, Throwaway Ticketing, Duplicate and Impossible/Illogical Booking and other Fraudulent, Fictitious, or Abusive Booking purposes.
Circumventing journey controls or separating “married segments” to obtain otherwise unavailable inventory is also prohibited (this prohibition also applies to software or apps that facilitate such circumvention). JAL generally allows the use of passive segments, except in the case of satisfying productivity requirements of distribution intermediaries or to circumvent fare rules.
Furthermore, since JAL is not a participant in other carriers’ private agreements and since JAL does not honor other airlines’ discount codes, Agent agrees that other airline private or contracted fares or ticket designators may not be ticketed using JAL’s ticket stock.
Agent acknowledges that if it engages in any of these practices, or sells or issues a ticket used for any of these purposes, Agent will be subject to (1) debit memos (2) the suspension, limitation or termination of Agent's Appointment, and (3) other remedies available to JAL.
(e) Fraud and Misrepresentations. Agent will not engage in any fraudulent activity, including altering flight coupons for non-qualifying discount travel, backdating tickets, or selling no-cash-value coupons, discounts, or upgrades. Fraudulent activity also includes (1) intentionally withholding or misrepresenting information regarding JAL products and services, such as information regarding availability and pricing, and (2) fraudulent advertising, including directly or indirectly using any automated, deceptive or fraudulent means to generate impressions, click-throughs, or any other actions in relation to advertisements or Internet promotions on an JAL web site or mobile app or in relation to advertisements or Internet promotions of JAL (or its products or services) on third party websites. Except for fares filed for bulk ticketing or unless otherwise agreed in writing, for all tickets issued using JAL’s validation codes a) Agent must report such tickets through the applicable Billing and Settlement Plan or Area Settlement Plan with the same form of payment provided by the customer and b) Agent must not use a credit card which is issued in the name of the Agent, in the name of any of the Agent’s personnel, or in the name of any third party, other than the customer, his or her employer or a representative of the customer, to issue such tickets. Additionally, with the exception of tickets for private or contracted fares that Agent is authorized to receive, Agent will ensure that JAL is the merchant of record for all transactions.
(f) Regulatory Compliance. All advertising and promotions by Agent for JAL’s products and services will fully comply with all applicable laws, rules and regulations as well as any guidelines from the Department of Transportation (DOT) and other government regulators. For example, all print advertising will comply with all applicable disclosure requirements for codeshare or long-term aircraft wet-lease arrangements involved in the markets being advertised and radio and television adverts will disclose the fact that some services may be provided by other airlines, as required by 14 CFR 257-5(d). In addition, Agent must comply with all rules and guidance from the DOT and other government regulators regarding advertising and promotions, including those pertaining to full fare advertising, price increases and ancillary services. Failure to comply subjects Agent to debit memos and the suspension, limitation or termination of the Agency Location or Agent's Appointment by JAL.
(g) No Biasing or Alterations. Agent’s systems, processes and practices may automate a customer’s preferences for air carrier, but must not otherwise involve any form of bias against JAL’s products and services, or alter the information provided by JAL. Agent must not facilitate or encourage such biasing or alterations by others. Additionally, Agent will not impose service fees, or other fees (including, without limitation, ticketing fees or charges, paper ticket fees or charges, delivery fees or charges, booking fees or charges, incentives or other features) with respect to the display, offer, booking, ticketing or sale of JAL’s products and services that are higher than those imposed for the display, offer, booking, ticketing or sale of any other carrier products and services. Similarly, if Agent offers discounts to its customers in connection with the offering or sale of carrier products and services, the Agent will not discriminate against JAL when setting such discounts. If Agent charges a customer a service or other fee for its services, such charge or fee shall be listed separately and the charge or fee for a JAL booking or other JAL product or service must be equal to the lowest fee imposed by Agent for other air carriers.
(h) Re-Distribution. Agent’s Appointment is for purposes of the Agent marketing and selling JAL’s products and services directly to customers for those products and services. Agent’s Appointment is specific to Agent, and does not include any authority for Agent to act as an intermediary for distribution of JAL’s products and services via third parties. Specifically and without limiting the previous sentence, Agent may only directly or indirectly redistribute JAL Data for use or display via third party websites or services (including, for example, through web sites or mobile platforms that are provided by Agent but re-branded for a third party so that it appears to be a service from a third party) if JAL is a party to any such distribution arrangement. In addition, if Agent uses or works with a non-accredited entity in making a booking, then Agent acknowledges and agrees that JAL reserves the right to reject the booking at JAL’s sole discretion and that Agent nonetheless remains fully responsible to JAL in all respects for any bookings made by third parties and ticketed via Agent’s Appointment.
(j) Exceptions. To be valid, any exceptions to JAL's Rules in the booking of any reservation or the issuance, reissuance, or refund of any ticket calling for transportation on JAL must be documented by JAL in the applicable PNR.
4. Use of JAL's Identification Plate.
JAL's validation plate is JAL's sole property, and Agent will surrender it immediately upon demand by JAL, ARC or IATA. Agent shall not use JAL’s validation codes to circumvent termination or in the absence of appointment by JAL or another airline, for example, by issuing electronic tickets or any other traffic documents for transportation on any airline that has refused to appoint, or has terminated its appointment of, Agent. Further, Agent will not issue tickets for transportation on JAL on behalf of any other travel agency location for which JAL has refused or terminated its appointment, including any of the Agency Locations. Agent will not use JAL's validation codes to issue tickets for transportation on carriers that do not maintain a ticketing and baggage interline agreement with JAL.
5. Debit Memos.
(a) Issuance of Debit Memos. If Agent issues a ticket in violation of this Agreement or is otherwise in violation of the Rules JAL has issued for travel agents, JAL may issue a debit memo to Agent for any deficiency or any loss incurred by JAL by reason of the violation, including, without limitation an amount equal to the cost of the ticket, the difference between the applicable fare and the fare actually used, CRS fees, lost revenue from spoiled inventory, or an administrative service charge, as JAL deems appropriate and may immediately suspend, limit or terminate the Agency Location or Agent's Appointment upon notice to Agent. Agent acknowledges that JAL's damages for Agent's failure to comply may be uncertain or difficult to ascertain or prove and that JAL's administrative service charges are a reasonable estimate of JAL's loss due to the Agent's improper acts in these situations. JAL also retains all rights and remedies available to it under this Agreement or at law or in equity.
(b) Payment of Debit Memos. Agent agrees to pay or reconcile all debit memos and debit memo fees issued by JAL within 30 days of the date of issuance. If Agent fails to do so, JAL reserves the right to assess, and Agent agrees to pay, interest on the past due amounts at a rate not to exceed one and one-half percent (1½%) per month, compounded monthly, or the maximum rate permitted by law, whichever is less, from the date due to the date of the payment.
(c) Administrative Processing Fees. JAL reserves the right to assess, and Agent agrees to pay, an administrative processing fee to be included as part of any debit memo issued to Agent. JAL also reserves the right to assess, and Agent agrees to pay, an additional administrative processing fee of at least $50.00 to cover administrative expenses in connection with an audit or review of a request by Agent for reinstatement of Agent's Appointment following the suspension, limitation or termination for any reason by JAL. JAL's acceptance of any administrative fees does not obligate JAL to act, or refrain from taking any action, nor does it waive, release, amend, or modify this Agreement, or any rights or obligations of Agent or JAL.
6. Agency Free and Reduced Travel.
Agent will comply with JAL's Rules concerning agency free travel and reduced rate travel privileges. Failure to comply subjects Agent to debit memos and the suspension, limitation or termination of the Agency Location or Agent's Appointment.
7. Agent Incentive, Promotional, and Override Programs.
Agent will comply with JAL's Rules and any specific contractual requirements concerning agency incentives, promotions, or overrides with JAL in which Agent participates or has an interest. Failure to comply subjects Agent to (1) forfeiture and repayment to JAL of all sums paid by JAL to Agent or the value received by Agent, (2) the suspension, limitation or termination of Agent's right to participate in or receive all or a part of any agency incentives, promotions, or overrides, and (3) the suspension, limitation or termination of Agent's Appointment.
8. Data Ownership and Use.
(a) Background. The creation, development, collection, verification, formatting, organizing and maintenance of fares, schedule, inventory, merchandising and other pre-booking data about JAL’s products, services and facilities requires extensive investment of time, money and specialized resources of JAL. For example, JAL expends significant amounts of time and money to (i) analyze markets and competition for air transportation and related products and services, (ii) analyze aircraft fleet types and utilization, (iii) analyze operating conditions at airports and air traffic control infrastructure, crew scheduling requirements and legal/regulatory requirements, (iv) develop, deploy and use proprietary algorithms, processes and techniques, many of which have taken years to develop and are critical to JAL’s competitiveness, and (v) train its personnel to become skilled and knowledgeable about each of the foregoing. This investment in pre-booking data also results in post-booking data about JAL’s products and services and the customers who purchase and consume them, and therefore JAL’s post-booking data is similarly valuable and competitively sensitive. The integrity, value and availability of JAL’s pre- and posting booking data can only be preserved if it is accessed and used in ways that have been authorized by JAL. Unauthorized access can cause disruption and harm to JAL’s systems, business and customers, and misuse of such data can lead to safety and security issues, as well as cause material commercial harm to JAL.
(b) JAL Data. Agent understands and agrees that as between JAL and Agent and as a consequence and condition of Agent’s Appointment, any information or data, regardless of source or format, that (i) identifies JAL (e.g., JAL’s trademarks), (ii) identifies or is reasonably identifiable to services or products provided by JAL, including all fare and inventory information, (iii) relates to a relationship between a customer and JAL (e.g., frequent flyer membership), (iv) relates to a transaction between a customer and JAL, including booking and payment data, (v) is passed by Agent to JAL through a PNR or similar booking/sale record, or (vi) is passed by or on behalf of JAL to Agent in connection with this Agreement, ((i) to (vi) collectively, “JAL Data”), is and will be owned by JAL and is Confidential Information of JAL. Any successors, equivalents, compilations or derivatives of the foregoing, whether now known or hereafter devised, and in any medium or format, are also JAL Data. Access and use of JAL Data by the Agent is solely for purposes of and is limited to those activities that are within the scope of the principal-agent relationship as defined and authorized by JAL for all of Agent’s Locations.
(c) Examples of Unauthorized Activities. Any use of JAL Data beyond what is permitted in Section 8(b) above is unauthorized. As guidance, JAL provides the following examples of specific types of access, use, distribution and remarketing of JAL Data that are prohibited without prior written consent from JAL: (1) accessing JAL.com by the use of any automated or electronic devices commonly known in the Internet industry as robots or spiders, or by the use of other electronic search devices; (2) soliciting, facilitating, encouraging or agreeing to provide access to or otherwise remarket or redistribute, or take affirmative steps to allow or permit such access to, or remarketing or redistribution of, any JAL Data to any third party, through any process, including screen scraping, spiders, web "bots" or other device, software or system; (3) licensing, selling, or otherwise providing to any person or entity any software or other device that is capable of accessing JAL Data from any source; or (4) editing, modifying, creating derivatives, combinations or compilations of, combining, associating, synthesizing, reverse engineering, reproducing, displaying, distributing, disclosing, or otherwise processing JAL Data; (5) engaging in any kind of commercialization, marketing, advertising, licensing or resale that is based on JAL Data (e.g., advertising credit card offers to consumers based on the JMB flight information) except as otherwise permitted by this Agreement; (6) facilitating structured posting of JAL Data to any third party electronic media, including without limitation Facebook, Twitter, online calendars; (7) accessing JAL Data from any unauthorized source which JAL may identify to Agent; and (8) assisting, aiding, or abetting in any way the unauthorized access, use, distribution or display of JAL Data, including JAL Data obtained or derived from an JAL website or mobile app or any other web site, mobile app or any other source, such as a Global Distribution System. Agent may not engage in any of the above examples, or any other unauthorized access, use, distribution or remarketing of JAL Data, without the prior written authorization of JAL. Agent is not authorized to agree to third party terms and conditions which would assign; transfer, or license JAL Data or JAL’s proprietary rights in JAL Data to a third party or otherwise negatively impact JAL’s proprietary rights to JAL Data. If Agent learns that any third party is accessing, distributing, remarketing or displaying JAL Data in any way obtained via Agent, including Agent's web site, without JAL’s written authorization, Agent will promptly inform JAL and take all commercially reasonable measures, including commercial, technological, or legal measures, to prevent the unauthorized access, display, remarketing or distribution of JAL Data. Agent further agrees not to use, or authorize use of, JAL Data in any manner that is harmful to JAL.
(d) Other Data. The intent of this Section 8 is to maintain and protect the proprietary, commercial, competitive and confidential integrity of JAL Data. JAL recognizes that travel agents have separate relationships with their own customers, whether individual persons or companies, and have additional responsibilities with respect to security and use of customer-identifying data. In those separate relationships, travel agents may collect, have access to and rights in customer-identifying information: name, address, phone number(s), e-mail address(es) and IP address(es), as well as information specific solely to the travel agency and its products and services. In addition, JAL recognizes that customers have overlapping or separate rights and interests in data that is processed on their behalf by Agent as part of the Agent’s marketing, sale or delivery of JAL’s products and services by Agent to customers and nothing in this Section 8 is intended to restrict the processing of such data so long as Agent is acting in accordance and within the scope of its principal-agent relationship with JAL and with the terms of the Agreement. However, Agent acknowledges and agrees that information that is specific to JAL’s flights, products and services including fares, schedules, inventory, JAL PNR data and JAL Ticket Numbers, are unique to JAL’s business, are not part of Agent’s proprietary data and remain JAL Data even if such data elements are collected in the course of Agent’s operations.
(e) Other Permitted Uses
- (i) Agent is permitted to access post-booking data related to bookings not processed by Agent, if Agent has received express permission to access such post-booking data directly from the customer and obtained such post-booking data from an authorized source approved in writing by JAL, but solely for the purpose of displaying the itinerary to the customer and/or for providing the customer or the customer’s employers with reporting or accounting support. Agent is not permitted to claim PNRs without JAL’s express approval.
- (ii) Agent, when acting in its role as a travel management company for a corporate customer of Agent and JAL, is permitted to:
- a. Provide reporting to Agent’s corporate customer based upon JAL Data associated with such corporate customer’s travel on JAL;
- b. Use JAL Data for internal business purposes but only to the extent necessary to fulfill Agent’s obligations to its corporate customers or JAL;
- c. Use JAL Data to provide Agent’s corporate customer with benchmarking data without disclosing any JAL identifying data; and
- d. Provide JAL Data to a third party for use only to the extent necessary to fulfill Agent’s obligations to its corporate customers or JAL, subject to JAL’s preapproval of such third parties.
9. Confidentiality, Privacy and Data Security.
(a) Confidentiality. Agent will keep confidential and not disclose to any third party the following confidential information of JAL: (i) any fare programs and commission arrangements that may be agreed with JAL; (ii) any and all post-booking data, including all PNRs, that cover JAL products and services; and (iii) any other JAL Data that JAL designates as confidential or is otherwise reasonably identifiable as confidential or proprietary information (“Confidential Information”). However, JAL consents to Agent disclosing commission arrangements and payments to customers when this information is requested by the customer. Agent may also disclose JAL confidential information to Agent’s directors, officers, employees or agents if such persons are bound by equivalent confidentiality commitments and have a legitimate need to know such information in order for the Agent to perform its obligations to JAL. In addition, this Section will not prohibit Agent from making disclosures required by law or judicial process after making reasonable efforts to resist disclosure and notify JAL. Agent acknowledges that JAL may disclose fare program and commission arrangements to JAL’s alliance carriers including oneworld Alliance carriers. Agent further acknowledges that in many instances JAL Data is protected as a trade secret. This provision will survive the suspension, limitation or termination or expiration of Agent’s Appointment.
(c) Data Security. Agent will establish, implement, maintain, and use reasonable physical, technical and administrative safeguards for JAL Data in Agent’s possession or under Agent’s control in order to protect the same from unauthorized disclosure, access, use, destruction, loss, damage or alteration. Such safeguards will be in compliance with all applicable laws and regulations, including any privacy or data protection statutes in the United States, Asia Region, United Kingdom and European Union, and will be no less rigorous than (i) industry standard practices in the transportation and related services industry, and (ii) reasonable security procedures and practices appropriate to the nature of such JAL Data (the “Security Requirements”). For the avoidance of doubt, such data safeguards must include: (i) compliance with the current Payment Card Industry Data Security Standard, and VISA, MasterCard and any other applicable credit card network bylaws and operating regulations and federal and state laws or regulations relating to credit card processing; (ii) encryption of all records and files that contain any personally identifiable information when Agent transmits such records and files across public networks or any wireless network or stores such records and files on laptops, thumb drives or other portable devices or transfers such records and files for storage; and (iii) compliance with any security standards required by local law or regulations, including the laws and regulations of the Member State in which the Agent is located if the Agent is based in the European Union. In addition, Agent shall require any of Agent’s employees, agents or contractors with access to JAL Data to adhere to the Security Requirements, and certify that such employees, agents and contractors have not experienced any circumstances or events that are inconsistent with the Security Requirements during the last twenty-four months. Agent agrees that the controls used to safeguard JAL Data in Agents’ possession will take into account the sensitivity of such information. Agent accepts responsibility for the security of payment card data, cardholder data, or sensitive authentication data processed on behalf of JAL. Agent represents and warrants ongoing compliance with the most current Payment Card Industry Data Security Standard and shall provide certification of compliance with this requirement upon request from JAL.
(d) Remediation. Following any Security Incident (defined as (i) the loss, misappropriation or misuse (by any means) of JAL; (ii) the inadvertent, unauthorized, and/or unlawful processing, distribution, alteration, corruption, sale, rental, or destruction of JAL Data; (iii) any other act or omission that compromises or threatens to compromise the security, confidentiality, or integrity of JAL Data, or (iv) any breach of JAL’s security policies set forth herein), Agent must notify JAL within 24 hours. Agent and JAL will work in good faith regarding remediation efforts that may be necessary and reasonable. At JAL’s sole discretion, Agent shall (i) either undertake remediation efforts for a Security Incident at its sole expense and in line with security best practices or reimburse JAL for JAL’s reasonable costs and expenses in connection with taking remediation efforts for a Security Incident and (ii) provide assurances satisfactory to JAL that such Security Incidents will not recur. Agent shall indemnify and hold harmless JAL and its officers and employees from and against any and all allegations, claims, demands, costs, expenses (including attorneys' fees and disbursements), losses, liabilities, penalties, fines, settlements or damages arising out of or relating to any Security Incident that occurs in relation to JAL Data that was in the possession or control of Agent or Agent’s employees or contractors at the time of the Security Incident.
10. JAL's Intellectual Property.
(a) Background. JAL’s intellectual property, including its famous trademarks, logos, livery, travel posters, web sites and advertising, are important and valuable assets of JAL. Who uses them and how they are used has an impact on their continuing value and fame.
(b) JAL Logo’s and Correct Use. JAL grants Agent a limited, royalty free, non-transferable, non-exclusive permission to use certain JAL intellectual property, specifically the trademarks JAPAN AIRLINES, JAL MILEAGE BANK ETC, solely for the purpose of identifying Agent as an authorized agent of JAL. In using the JAL LOGO, Agent agrees that JAL owns the JAL LOGO, and that Agent will not harm in any way contest or deny the validity of, or the right or title of JAL. Agent acknowledges and understands that it has no right or permission to use the JAL LOGO for any purpose not expressly stated in these instructions, and that any unauthorized use of the JAL LOGO will constitute an infringement of JAL's rights. Agent understands that it has no right or permission pursuant to the Agreement to use any other intellectual property owned by JAL or its affiliated entities. Agent further agrees not to use any intellectual property confusingly similar to the JAL LOGO. Agent agrees that it will comply with JAL's trademark usage guidelines found at https://jal.com or any replacement thereof, and will reproduce the design and appearance of the JAL LOGO from reproduction art obtained from such web site. Agent further agrees that it will not purchase, use, or register any domain names or keywords or search terms that are identical or similar to, or contain (in whole or in part), any of the JAL LOGO.
(c) No Implied or Other Rights. Agent understands that it has no rights in JAL’s intellectual property, nor can continued use of any of JAL’s intellectual property ever give Agent any rights in or to any of JAL’s intellectual property. Agent acknowledges that a breach of this Section will cause JAL significant, irreparable injury and that JAL's legal remedies for a breach will be inadequate. Agent will obtain JAL's written authorization (e-mail will suffice) before any use of JAL’s intellectual property.
11. Right to Inspect and Audit.
JAL has the right to enter any Agency Location upon reasonable advance notice to: (1) inspect Agent's books and records relating to sales of JAL’s products and services and to ensure Agent's compliance with the provisions of the Agreement; and (2) audit Agent's books and records to detect or establish Agent's abuse of, or failure to comply with, any of JAL's Rules concerning sale of travel on JAL, agency free and reduced rate travel, agency incentives, promotional or override programs, or Agent ticket fraud. Agent agrees that JAL may use information obtained from ARC or IATA to evaluate the credit-worthiness of Agent and Agent's employees and owners.
(a) Prior Agreements. This addendum supersedes all prior addenda to the Governing Travel Agency Agreements that JAL has presented via its websites (including any printed versions of such online addenda).
(b) Waiver. Any waiver or modification of any of the terms of the Agreement, including these instructions, must be in writing from JAL. JAL may amend or modify its policies and these instructions at any time. Agent agrees that failure of or delay by JAL to require strict performance or to enforce any provision of the Agreement, or a previous waiver or forbearance by JAL, will in no way be construed as, or constitute, a continuing waiver by JAL of any Rule or any provision of the Agreement.
(c) Severability. If any provision of these instructions conflicts with the law under which these instructions are to be construed or if any such provision is held invalid or unenforceable by a court with jurisdiction, such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law. The remaining provisions of these instructions and the application of the challenged provision to persons or circumstances other than those as to which it is invalid or unenforceable will not be affected thereby, and each such provision will be valid and enforceable to the full extent permitted by law.
(d) APPLICABLE LAW. THE LAWS OF THE STATE OF NEW YORK AND THE UNITED STATES OF AMERICA WILL GOVERN THE ENTIRE RELATIONSHIP BETWEEN JAL AND AGENT INCLUDING ALL DISPUTES THAT MAY ARISE BETWEEN JAL AND AGENT REGARDING THE FORMATION, INTERPRETATION OR ENFORCEMENT OF THESE INSTRUCTIONS OR THE AGREEMENT. AGENT HEREBY SUBMITS AND CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE STATE OF NEW YORK FOR ALL THESE DISPUTES AND WAIVES ANY CLAIM OF LACK OF JURISDICTION OR FORUM NON CONVENIENS.
(e) It is acknowledged and agreed that any breach of the obligations set out in these instructions or the Agreement by Agent could cause irreparable injury and that monetary damages would not be an adequate remedy for such breach. In the event of a breach or threatened breach of any of the provisions of these instructions or the Agreement, JAL will, to the extent permitted under applicable law, be entitled to seek injunctive relief in any court of competent jurisdiction restraining the Agent from breaching the terms hereof without requirement of a bond or notice and Agent agrees not to object or defend against such action on the basis that monetary damages would provide an adequate remedy.
(f) No person who is not a party to the Agreement shall have the right to enforce any terms or conditions of the Agreement or these instructions (i.e., there are no intended third party beneficiaries).