United Airlines, Inc. et al v. Zaman

Filing 1

COMPLAINT filed by United Airlines, Inc., Orbitz, LLC, Orbitz Worldwide, LLC; Jury Demand. Filing fee $ 400, receipt number 0752-10069670. (Attachments: #1 Exhibit A, #2 Exhibit B, #3 Exhibit C, #4 Exhibit D, #5 Exhibit E, #6 Exhibit F, #7 Exhibit G, #8 Exhibit H, #9 Exhibit I)(Letchinger, John)

IBERIA LINEAS AEREAS DE ESPAÑA, S.A. OPERADORA, SOCIEDAD UNIPERSONAL TRAVEL AGENCY ADDENDUM
1. Travel Agency Appointment and this Agreement.
(a) General. These terms and conditions govern the agent-principal relationship between IBERIA LINEAS AEREAS
DE ESPAÑA, S.A. OPERADORA, SOCIEDAD UNIPERSONAL (“IBERIA”) and your travel agency, including approved
locations and other affiliated agency locations under common control (collectively "Agent" and each such
accredited agency location(s) being an “Agency Location(s)"), and form part of the terms of your appointment as
an authorised agent to sell air passenger transportation on the services of ERIA and on the services of other air
carriers as authorised by IBERIA (“Products and Services”) (“Agent's Appointment” or “Appointment”) pursuant
to any applicable agreement, as updated from time to time, including but not limited to (a) the terms of and
conditions of the International Air Transport Association (“IATA”) Passenger Sales Agency Agreement (the “IATA
PSAA”) and Passenger Sales Agency Rules (“IATA PSAR”) and all IATA resolutions incorporated by them with
respect to any travel agency locations outside the United States and (b) the Airlines Reporting Corporation (“ARC”)
Agent Reporting Agreement (the "ARC Agreement"), the IBERIA Travel Agency Agreement and Certificate of
Appointment pursuant to the ARC Agreement and the terms of the Industry Agents’ Handbook (“IAH”)
incorporated by them with respect to travel agency location(s) in the United States (collectively “Governing Travel
Agency Agreements”). These terms and conditions and the Governing Travel Agency Agreement are referred to
collectively as this “Agreement”.
AGENT ACKNOWLEDGES AND AFFIRMS THAT IT IS AN AGENT OF IBERIA, AND THAT THIS AGREEMENT WILL
BECOME EFFECTIVE 30 DAYS AFTER ITS PUBLICATION (SUCH DATE BEING INDICATED ABOVE). AGENT'S
CONTINUED BOOKING AND/OR SALE OF IBERIA’S PRODUCTS AND SERVICES WILL CONSTITUTE AGREEMENT TO
AND ACCEPTANCE OF THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT, EXCEPT IN CASE OF AN
AGENT WITH AN AGENCY AGREEMENT SIGNED WITH IBERIA AND CURRENTLY IN FULL FORCE. IN THAT EVENT
THE PRESENT TERMS AND CONDITIONS WILL BECOME EFFECTIVE ONCE THE AGENCY AGREEMENT IS EXPIRED.
AGENT'S ATTENTION IS SPECIFICALLY DRAWN TO CLAUSES 1(e), 1 (f), 1(g), 3(a), 3(b), 3(c), 3(e), 4, 5(a), 6 AND 7
WITH REGARD TO IBERIA'S RIGHTS TO TERMINATE AGENT'S APPOINTMENT. ADDITIONALLY, AGENT’S
ATTENTION IS ALSO DRAWN TO CLAUSE 3 (h) AS IT REQUIRES IBERIA’S SPECIFIC PRIOR WRITTEN CONSENT TO
ALLOW AGENT TO DO ONLINE ACTIVITIES REFERRED ON THAT PROVISION.
(b) Conflict. In the event of any conflict between these terms and conditions:
i. and the Governing Travel Agency Agreements, these terms and conditions shall prevail over the Governing Travel
Agency Agreements;
ii. with respect to travel agency location(s) outside the United States and any agreement between Agent and
IBERIA other than the Governing Travel Agency Agreement which has been entered into prior to the effective date
of these terms and conditions, nothing in these terms and conditions shall amend or alter any provision of such
other agreements;
iii. with respect to travel agency location(s) in the United States and any agreement between Agent and IBERIA
other than the Governing Travel Agency Agreement which has been entered into prior to the effective date of
these terms and conditions, the terms of these terms and conditions shall prevail over the other agreement(s)
except to the extent explicitly stated otherwise in such other agreement;
iv. and any agreement between Agent and IBERIA other than the Governing Travel Agency Agreement which has
been entered into on or after the effective date of these terms and conditions, the terms of these terms and
conditions shall prevail over the other agreement(s) except to the extent explicitly stated otherwise in such other
agreement;
v. and the British Airways (or other applicable) general conditions of carriage, the terms of the conditions of
carriage shall prevail.
(c) Scope of Appointment. Agent acknowledges that without IBERIA’s prior written approval: (i) Agent and Agent
Locations operating under an IATA number established in the European Economic Area (“EEA”) may not sell
Products and Services the access of which is restricted to agents and/or customers outside the EEA; and (ii) Agent
and Agent Locations operating under an IATA number established in a country outside the EEA may not sell
Products and Services whose access is restricted to agents and/or customers outside that country of

establishment. References in this clause to IATA numbers are those numbers as issued by IATAN following IATA or
ARC accreditation.
(d) Agency Locations. Agent acknowledges and confirms that the IATA or ARC numbers and addresses for any
affiliated agency locations must be provided at the start of this Agreement and quarterly on an ongoing basis, and
when requested by IBERIA from time to time.
IBERIA may independently review any Agent Locations. The review may include, but is not limited to, audits in
accordance with Clause 11.
(e) Right to Suspend and Terminate. Without limitation, and in its sole discretion and at any time, IBERIA may,
upon written notice (“Notice”) to Agent, without cause or penalty, to the extent permitted under applicable law,
suspend or limit Agent’s Appointment, including immediately terminating IBERIA’s appointment of any Agency
Location or Agent's Appointment. If any Agency Location is terminated, Agent may not act in any agency capacity
whatsoever for the sale of IBERIA’s Products and Services from the terminated location and the termination will
take effect from the expiry of the notice period in the Notice.
(f) Agent responsibilities for third parties. 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 ensure and be responsible to IBERIA for their full compliance with this Agreement.
If Agent books and/or tickets on behalf of any third party, Agent shall in all circumstances ensure compliance by
such third parties with the provisions of this Agreement and Agent shall at all times be responsible for all activities
of such third party. IBERIA may suspend or withdraw the right to ticket and/or book at any time including, but not
limited to as a result of the activities of any such third party infringing the terms of this Agreement. Once such
authority is withdrawn, IBERIA may cancel any bookings and/or ticketing made on behalf of third parties and take
any other actions permitted under the Agreement in relation to that breach of this Agreement.
(g) Changes to Agent sales activity. The Agent understands and accepts that IBERIA may monitor any significant
changes to the volume of sales, the relative use of various forms of payment or any other aspect of the Agent’s
sales that could impact the risk of IBERIA doing business with the Agent. IBERIA requires the Agent to provide
advance notification if significant changes are expected to the Agent sales activity including, but not limited to, any
change to the volumes and the forms of payment used and the business rationale behind those changes, and the
parties agree to discuss in such scenarios whether any changes to the guarantees or securities provided by the
Agent are required. If the Agent fails to notify IBERIA in a timely manner of these changes in business practice,
IBERIA may terminate the Agent appointment with immediate effect.
2. Commissions.
(a) Right to Modify Commission Policy. IBERIA, in its sole discretion, reserves the right to modify its commissions
and remuneration policies for Agents at any time.
(b) Limitations on Any Commissions. If IBERIA chooses to pay any commissions for the sale of IBERIA’s Products
and Services, IBERIA will pay commissions to Agent only in accordance with its then-current policy and only for
Agent's issuance of standard tickets that show IBERIA 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, unless expressly permitted by IBERIA in writing. Any commissions are based on
the fare paid only unless expressly otherwise agreed by IBERIA in writing. .
3. Compliance with IBERIA's Rules.
(a) General. Agent will strictly adhere to IBERIA's current instructions, rules, regulations, requirements, general
conditions of sale or carriage, fare rules and procedures (the "Rules") in booking any reservation or issuing,
reissuing, selling, exchanging, refunding, cancelling or reporting any ticket calling for transportation on IBERIA.

Agent will also comply with all laws and regulations applicable to its activities under this Agreement. Failure to
comply may subject Agent to debit memos from IBERIA for any deficiency or any loss incurred by IBERIA by reason
of the violation and the suspension, limitation or termination of Agent's appointment.
(b) Promotional Programs. Agent agrees to comply with all Rules governing the promotional programs, including
the issuance of promotional vouchers and tickets. Agent acknowledges that the purchase, sale, or barter of
promotional awards, mileage, or tickets (other than a purchase from IBERIA) is strictly prohibited and that Agent's
direct or indirect involvement in any of these activities subjects Agent to (i) agent debit memos (“ADM”), (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 awards, mileage, or
tickets on the part of Agent or Agent's customers may subject Agent's customers to administrative and legal action
by IBERIA, including the forfeiture of all (i) award certificates, (ii) tickets issued against award certificates, and (iii)
accrued points/miles in the member's account, as well as suspension or cancellation of the account. Agent further
understands that promotional or 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 IBERIA, the passenger's trip being stopped or
interrupted, and the passenger being required to purchase a ticket to continue travel.
(c) Prohibition of Abusive Booking Practices. Agent acknowledges that fraudulent, fictitious and abusive bookings
violate IBERIA’s Rules, and it is the Agent's responsibility to ensure that ticketing or bookings made by Agent are
only in respect of customers' genuine travel requirements and that Agent must not offer or encourage customers
to request any ticketing or booking that does not reflect the genuine travel requirements of the customer. Agent is
prohibited from seeking to manipulate ticketing or booking in any way, attempt to circumvent journey controls for
any reason including, but not limited to obtaining sold out inventory and any other practice prohibited in IBERIA’s
General Conditions of Carriage as amended from time to time.
Except to the extent expressly stated otherwise in IBERIA’s Rules, IBERIA does not honour other airlines' discount
codes and accordingly Agent agrees that other airline private or contracted fares or ticket designators may not be
ticketed using IBERIA’s ticket stock.
Agent acknowledges that if it engages in these practices, or sells or issues a ticket used for any of these purposes,
Agent will be subject to (1) ADM, (2) the suspension, limitation or termination of Agent's Appointment, and (3)
other legal or equitable remedies available to IBERIA.
(d) Fraud and Misrepresentations. Agent will not engage in any fraudulent activity, including but not limited to
altering flight coupons for non-qualifying discount travel, backdating tickets, or selling no-cash-value coupons,
discounts, or upgrades. Fraudulent activity also includes intentionally withholding or misrepresenting information
regarding Products and Services, such as information regarding availability and pricing.
(e) Regulatory Compliance. All advertising and promotions by Agent for IBERIA's Products and Services must fully
comply with all applicable laws, rules, regulations and guidelines applicable in the markets it operates (including
but not limited to those published by the Spanish Civil Aviation Authorities (including, but not limited, AENA,
ENARIE and AESA), Spanish Consumer Authorities (including, but not limited to, Authorities those from the State,
Autonomous Communities and or Local) and the US Department of Transportation). In addition, Agent must
comply with all rules and guidance produced from time to time regarding advertising and promotions within the
relevant market, including those pertaining to full fare advertising, price increases and ancillary services. Failure to
comply subjects Agent to ADM and the suspension, limitation or termination of the Agency Location or Agent's
Appointment by IBERIA.
(f) Disclosure requirements. Agent will ensure that:
i. its systems, processes and sales practices accurately display and convey the identity of the operating carrier and
all mandatory fees and charges (including those of the Agent), on all pricing displays to customers and in any and
all marketing materials.
ii. the total price, excluding fees and charges applied by the Agent, shall not be more than the published price.

iii. all customers are made aware of the total price (including optional fees and charges and all fees of the Agent)
and the identity of the operating carrier at the earliest possible opportunity.
iv. the appropriate selling class associated with the cabin of travel is displayed to the customer.
v. any display or communication of ancillary products must be of at least the same quality and detail as that
offered by the Agent in respect of other airlines.
vi. any fares displayed or communicated by the Agent must be of reasonable accuracy as determined by IBERIA’s
Rules. Such requirements may relate to the accuracy of individual prices and/or the overall volume of fares that
are within guidelines set within the Rules. Agent will take all necessary steps to rectify any inaccuracy when
notified by IBERIA.
(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 IBERIA's Products and Services, or alter the
presentation of the information as provided by IBERIA. Agent must not facilitate or encourage such biasing or
alterations by others.
Agent will not impose service fees, discounts, 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 Products and Services that are higher than those imposed
for the display, offer, booking, ticketing or sale of any other carrier products and services. If Agent charges a
service or other fee for its services, such charge or fee shall be listed separately and the charge or fee for a IBERIA
booking or other Product or Service must be equal to the lowest fee imposed by Agent on other air carriers.
(h) No Re-Distribution. Agent’s Appointment is for purposes of the Agent marketing and selling IBERIA’s Products
and Services directly to customers. Agent’s Appointment is specific to Agent, and does not include any authority
for Agent to do any of the following online, without IBERIA’s specific prior written consent:
1) to act as an intermediary for further distribution of Products and Services via other intermediaries and sales
agents;
2) to distribute Products and Services via any other channel except between the Agent’s own branches at agreed
points of sale;
3) to offer or distribute Products and Services as part of a service provided by Agent that is re-branded so that it
appears to customers to be a search, booking or ticketing service from a third party; or,
4) to offer or sell IBERIA Products and Services via a third party linking from or otherwise using IBERIA Data.
(i) PNR Content. Complete reservation information is necessary to appropriately service customers and is required
by government and law enforcement agencies such as customs and immigration authorities. Agent must provide
IBERIA with all contact information offered by customers including but not limited to telephone numbers and
email addresses as well as any other information required by government and law enforcement authorities. Agent
may not substitute any contact information or provide Agent’s contact information in lieu of such customer
information without the consent of IBERIA and the customer. IBERIA will treat all PNR content received in
accordance with IBERIA’s privacy policy.
(j) Electronic Display. Agent will not permit access or display Products and Services via its website or electronic
means directly to customers without IBERIA’s prior written approval. Such restriction shall not apply to any tool
utilised by Agent acting as travel management companies on behalf of corporate clients who may provide booking
tools to those clients only.
(k) Exceptions. To be valid, any exceptions to IBERIA’s Rules in the booking of any reservation or the issuance,
reissuance, or refund of any ticket calling for transportation on IBERIA must be documented by IBERIA in the
applicable PNR.
4. Ticketing Authority.
Agent will only use IBERIA ticket stock if the transportation concerned includes travel on IBERIA operated or
marketed services, or IBERIA is an appointed GSA for at least one of the carriers involved in the transportation.
IBERIA grants ticketing authority at its sole discretion and may suspend or withdraw such ticketing authority at any
time without notice. Agent shall not issue electronic tickets or any other traffic documents for transportation on
any airline that has refused to appoint, or has terminated its appointment of, Agent or in the

case of airlines who do not accredit agents through the relevant BSP/ARC if the airline has otherwise stated that
Agent shall not issue electronic tickets or any other traffic documents for transportation on that airline. Further,
Agent will not issue tickets for transportation on IBERIA on behalf of any other travel agency location for which
IBERIA has refused or terminated its appointment, including any of the Agency Locations. Agent will not use
IBERIA's validation to issue tickets for transportation on carriers that do not maintain a ticketing and baggage
interline agreement with IBERIA.
5. Agents Debit Memos.
(a) Issuance of ADM. If Agent issues a ticket in violation of this Agreement or is otherwise in violation of the Rules
IBERIA has issued for travel agents, IBERIA may issue an ADM to Agent for any deficiency or any loss incurred by
IBERIA 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, GDS/CRS fees, lost revenue from spoiled
inventory, or an administrative service charge for the cost of servicing IBERIA has to provide to address Agent’s
violation of the Agreement and/or Rules, as IBERIA deems appropriate. In addition, IBERIA may immediately
suspend, limit or terminate the Agency Location or Agent's Appointment upon notice to Agent. Agent
acknowledges that IBERIA's administrative service charges are a reasonable estimate of IBERIA's costs due to
Agent's improper acts in these situations. IBERIA also retains all rights and remedies available to it under this
Agreement or otherwise.
(b) ADM Policy. IBERIA’s ADM policy shall apply as published from time to time.
6. Agency Reduced Rate Travel.
Agent will comply with IBERIA's Rules concerning Agency reduced rate travel privileges. Failure to comply subjects
Agent to ADM 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 IBERIA's Rules and any specific contractual requirements concerning agency incentives,
promotions, or overrides with IBERIA in which Agent participates or has an interest. Failure to comply subjects
Agent to (1) forfeiture and repayment to IBERIA of all sums paid by IBERIA 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 information, merchandising and other pre-booking data about Products, Services and
facilities, requires extensive investment of time, money and specialised resources of IBERIA and other airlines. For
example, IBERIA expends significant amounts of time and money to (i) analyse markets and competition for air
transportation and related Products and Services, (ii) analyse aircraft fleet types and utilization, (iii) analyse
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 IBERIA’s competitiveness, (v) develop complex yield
management pricing processes in order to address the complex task of balancing an uncertain and variable
demand against a fixed and perishable inventory of flights, involving the adjusting of air fares in response to
updated information about the level of demand for flights and (vi) 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 Products and Services and the customers who purchase and consume them, and therefore IBERIA’s postbooking data is similarly valuable and competitively sensitive. The integrity, value and availability of IBERIA’s preand post booking data can only be preserved if it is accessed and used in ways that have been authorised by
IBERIA. Unauthorised access can cause disruption and harm to IBERIA’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 IBERIA.

(b) IBERIA Data. Agent understands and agrees that as between IBERIA and Agent and as a consequence and
condition of Agent’s Appointment, any information or data, regardless of source, that (i) is schedule, fare and
inventory information of IBERIA and its other interline carriers and including where that is included in a travel
package (ii) relates to a relationship between a customer and IBERIA (e.g. frequent flyer or club membership), (iii)
relates to a transaction between a customer and IBERIA, including booking and payment data, or (iv) is passed by
Agent to IBERIA through a PNR or similar booking/sale record (collectively, “IBERIA Data”), is and will be solely
owned by IBERIA. Access and use of IBERIA 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 IBERIA for
Agent’s Locations.
(c) Examples of Unauthorised Activities. Any use of IBERIA Data beyond what is permitted under or pursuant to
this Agreement is unauthorised. As guidance, IBERIA provides the following examples of specific types of access,
use, distribution and remarketing of IBERIA Data that are prohibited without prior written consent from IBERIA: (1)
accessing IBERIA.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 IBERIA 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 IBERIA 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 IBERIA Data; (5) engaging in any kind of commercialisation, marketing, advertising, licensing or resale
that is based on IBERIA Data except as otherwise permitted by this Agreement; (6) facilitating structured posting of
IBERIA Data to any third party electronic media, including without limitation Facebook, Twitter, online calendars;
(7) accessing IBERIA Data from any unauthorised source which IBERIA may identify to Agent; (8) assisting, aiding, or
abetting in any way the unauthorised access, use, distribution or display of IBERIA Data, including IBERIA Data
obtained or derived from IBERIA.com or any other web site or any other source, such as a Global Distribution
System. Agent may not engage in any of the above examples, or any other unauthorised access, use, distribution
or remarketing of IBERIA Data, without the prior written authorisation of IBERIA. If Agent learns that any third
party is accessing, distributing, remarketing or displaying IBERIA Data in any way obtained via Agent, including
Agent's web site, without IBERIA's written authorisation, Agent will promptly inform IBERIA and take all
commercially reasonable measures, including commercial, technological, or legal measures, to prevent the
unauthorised access, display, remarketing or distribution of IBERIA Data.
(d) Other Data. The intent of this Section 8 is to maintain and protect the proprietary, commercial, competitive
and confidential integrity of IBERIA Data. IBERIA recognises that travel agents have separate relationships with
their own customers, whether individual persons or companies. 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, IBERIA recognises 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 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 IBERIA and with
the terms of this Agreement.
9. Confidentiality, Privacy and Data Security.
(a) Confidentiality. Agent will keep confidential and not disclose to any third party the following confidential
information of IBERIA: (i) any fare programs and commission arrangements that may be agreed with IBERIA; (ii)
any and all post-booking data, including all PNRs, that cover Products and Services; and (iii) any other IBERIA Data
that IBERIA designates as confidential (“Confidential Information”). However, IBERIA consents to Agent disclosing
commission arrangements and payments to customers when this information is requested by the customer. Agent
may also disclose IBERIA confidential information to Agent’s directors, officers, employees or agents to the extent
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 IBERIA. 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 IBERIA. Agent acknowledges that IBERIA may disclose fare

program and commission arrangements to other carriers subject to applicable laws. This provision will survive the
suspension, limitation or termination or expiration of Agent’s Appointment.
(b) Privacy. In this Agreement, “Personal Data” means any information relating to an identified or identifiable
natural person who can be identified from such data or that data and other information.
The Agent will cause all of the Agent’s privacy policies to inform end users that their Personal Data will be disclosed
to IBERIA (and third parties in accordance with IBERIA’s privacy policy). The Agent shall give its customers notice,
and if required under applicable law obtain Customer’s consent, of such disclosure of Personal Data to the Airlines.
All such Personal Data will be handled by IBERIA pursuant to and in accordance with IBERIA’s privacy policy. In all
other respects, IBERIA, as the owner of IBERIA Data, can use and disclose IBERIA Data for any purpose. Agent will
not adopt, apply or publish any privacy policy inconsistent with the requirements of this Agreement or IBERIA’s
privacy policy.
(c) Data Security. Agent will establish, implement, maintain, and use technical and organisational safeguards
against the unauthorised disclosure, access, use, destruction, loss, damage or alteration of all Personal Data and
IBERIA Data that is in the possession of Agent or its agents. Such safeguards will be in compliance with all
applicable laws and regulations, including but not limited to any privacy or data protection statutes in the United
States, Spain 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 IBERIA Data. For the avoidance of doubt, such data safeguards must include: (i) compliance with
the current Payment Card Industry Data Security Standard, and Amex, VISA, MasterCard and any other applicable
payment card network bylaws and operating regulations and laws or regulations relating to credit card processing;
(ii) encryption of all records and files that contain any personal 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.
(d) Remediation. Following any Security Incident (defined as (i) the loss, misappropriation or misuse (by any
means) of IBERIA's Confidential Information, IBERIA Data and/or any Personal Data; (ii) the inadvertent,
unauthorised, and/or unlawful processing, distribution, alteration, corruption, sale, rental, or destruction of
IBERIA's Confidential Information IBERIA Data and/or any Personal Data; (iii) any other act or omission that
compromises or threatens to compromise the security, confidentiality, or integrity of IBERIA's Confidential
Information, IBERIA Data and/or any Personal Data, or (iv) any breach of IBERIA's security policies set forth herein),
Agent must notify IBERIA within 24 hours. Agent and IBERIA will work in good faith regarding remediation efforts
that may be necessary and reasonable. At IBERIA'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 IBERIA for
IBERIA's reasonable costs and expenses in connection with taking remediation efforts for a Security Incident and
(ii) provide assurances satisfactory to IBERIA that such Security Incidents will not recur.
10. IBERIA's Intellectual Property.
(a) Background. IBERIA’s intellectual property, including its trademarks, logos, livery, travel posters, web sites and
advertising, are important and valuable assets of IBERIA.
(b) IBERIA Marks and Correct Use. IBERIA grants Agent a limited, royalty free, non-transferable, non-exclusive
permission to use certain IBERIA intellectual property, specifically, but not limited to, the IBERIA, IB IBERIA.com,
IBERIA Plus, Iberia Cards, Iberia Regional, Iberia Express, trademarks and brands (the "IBERIA Marks") solely for the
purpose of identifying Agent as an authorised agent to sell the Product and Services. In using the IBERIA Marks,
Agent agrees that IBERIA owns the IBERIA Marks, and that Agent will not harm the IBERIA Marks or IBERIA's
ownership of the IBERIA Marks or in any way contest or deny the validity of, or the right or title of IBERIA in or to,
the IBERIA Marks. Agent acknowledges and understands that it has no right or permission to use the IBERIA Marks
for any purpose not expressly stated in these terms and conditions, and that any unauthorised use of the IBERIA
Marks will constitute an infringement of IBERIA's rights. Agent further agrees not to use any intellectual property
confusingly similar to the IBERIA Marks. Agent agrees that it will comply with IBERIA's trademark usage guidelines
as published from time to time, and will reproduce the design and appearance of the IBERIA Marks from
reproduction art obtained from IBERIA. Agent further agrees that without prior written consent from IBERIA 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 IBERIA Marks.
(c) No Implied or Other Rights. Agent understands that it has no other right or permission pursuant to this
Agreement to use any other intellectual property owned by IBERIA or its affiliated entities. Agent understands that
it has no rights in IBERIA’s intellectual property, nor can continued use of any of IBERIA’s intellectual property ever
give Agent any rights in or to any of IBERIA’s intellectual property. Agent acknowledges that a breach of clause 10
of this Agreement will cause IBERIA significant, irreparable injury and accordingly, that clause 12(c) shall apply in
relation to any breach of this clause 10. Agent will obtain IBERIA's written authorisation before any use of IBERIA’s
intellectual property.
11. Right to Inspect and Audit.
IBERIA has the right of access and audit, including by entering any Agency Location upon reasonable advance
notice, to: (1) inspect Agent's books and records relating to sales of IBERIA's Products and Services and to ensure
Agent's compliance with the provisions of this Agreement; and (2) audit Agent's books and records to detect or
establish Agent's abuse of, or failure to comply with, any of IBERIA's Rules concerning sale of travel on IBERIA,
Agency reduced rate travel, agency incentives, promotional or override programs, or Agent ticket fraud. IBERIA
may audit Agent by making bookings with Agent and Agent shall not act to inhibit or restrict such audit activity.
Agent agrees that IBERIA may monitor Agent bookings and may use information obtained from ARC or IATA or
other parties to evaluate the credit-worthiness of Agent and Agent's employees and owners.
12. Miscellaneous.
(a) Changes to this Agreement. IBERIA may amend or modify this Agreement at any time by posting updates to the
website made available to Agents in each market with such changes to be effective on 30 days’ notice unless
IBERIA determines in its absolute discretion that any change must be implemented within a shorter period. In the
event of any such change the Agent may, within 30 days of such change to these terms and conditions, terminate
its Appointment, the Governing Travel Agency Agreement and these terms and conditions.
(b) Waiver. Any waiver or modification of any of the terms of this Agreement must be in writing from IBERIA.
Agent agrees that failure of or delay by IBERIA to require strict performance or to enforce any provision of this
Agreement, or a previous waiver or forbearance by IBERIA, will in no way be construed as, or constitute, a
continuing waiver by IBERIA of any Rule or any provision of this Agreement.
(c) Injunctive relief. It is acknowledged and agreed that any breach of the obligations set out in this 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 this Agreement, IBERIA shall, 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.
(d) Third Party Rights. No person who is not a party to this Agreement shall have the right (whether under the
Contracts (Rights of Third Parties) Act 1999 or otherwise, if applicable) to enforce any terms or conditions of this
Agreement.
(e) Severability. If any provision of these terms and conditions is held to be invalid or unenforceable, the remaining
provisions will remain in full force and effect and will be construed as if the invalid provisions were not included.
(f) Applicable Law and Jurisdiction.
In relation to Agents with locations in Spain, these terms and conditions are governed by and shall be interpreted
in accordance with Spanish law. Agent and IBERIA irrevocably submit to the exclusive jurisdiction of the Madrid
City courts in relation to all matters arising out of or in connection with these terms and conditions or its subject
matter or formation (including non-contractual disputes or claims) and Agent waives any claim of lack of
jurisdiction.
In relation to Agents with locations outside the United States, these terms and conditions are governed by and
shall be interpreted in all respects by the law of the principal place of business of Agent. Agent irrevocably submits
to the jurisdiction of the courts of Agent’s principal place of business in relation to all matters arising

out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes
or claims) and Agent waives any claim of lack of jurisdiction.
In relation to Agents with locations inside the United States, these terms and conditions are governed by and shall
be interpreted in accordance with New York law. Agent and IBERIA irrevocably submit to the exclusive jurisdiction
of the New York courts in relation to all matters arising out of or in connection with these terms and conditions or
its subject matter or formation (including non-contractual disputes or claims) and Agent waives any claim of lack of
jurisdiction.
Nothing in this clause shall limit the right of IBERIA to commence proceedings against Agent in any other court of
competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the
commencement of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by
the law of such other jurisdiction.