Skip to main content

Alaska's New Distribution Capability (NDC)

Last updated: February 23, 2023

ALASKA AIRLINES, INC.

API AND SERVICES USE AGREEMENT

 

This Alaska Airlines, Inc. API and Services Use Agreement (“Agreement”) is entered into by and between (1) you, and if applicable, the company or legal entity that you represent (“You”/“Licensee”); and (2) Alaska Airlines, Inc., on behalf of itself and its affiliates (“Airline”).

 

  1. ACCEPTANCE OF THIS AGREEMENT

     

    PLEASE READ THIS AGREEMENT CAREFULLY AS IT DESCRIBES YOUR RIGHTS AND RESPONSIBILITIES. IF YOU DO NOT ACCEPT ALL OF THE TERMS IN THIS AGREEMENT, DO NOT CLICK “AGREE” AND DO NOT USE THIS SERVICE. BY REGISTERING AS A USER OR BY USING THIS SERVICE, YOU AGREE TO BE BOUND BY THIS AGREEMENT TOGETHER WITH THE AIRLINE GOVERNING POLICIES. TO THE EXTENT OF ANY CONFLICT BETWEEN ANY OF THE AIRLINE GOVERNING POLICIES OR ANOTHER AGREEMENT ENTERED INTO BETWEEN YOU AND AIRLINE, AND THIS AGREEMENT, THIS AGREEMENT SHALL CONTROL.

     

  2. CHANGES TO THIS AGREEMENT

     

    The Airline reserves the right from time to time in its sole discretion, and without liability to you or any third party, to change this Agreement by posting an amended Agreement on the Airline’s developer website, https://www.alaskaair.com/content/ndc/. The most recent version of this Agreement will supersede all previous versions, and you are responsible for periodically checking the Airline’s developer website, https://www.alaskaair.com/content/ndc/, to ensure that you and your Applications comply with any applicable amendments.

     

  3. DEFINITIONS

     

    In this Agreement, unless expressly stated otherwise:

     

    “Affiliate(s)” means any entity or entities that controls, is controlled by, or is under common control with, a party to this Agreement;

     

    “Airline Trademark(s)” means such trademarks, logos, brands, and company names used to designate the products and services of the Airline and its Affiliates from time to time;

     

    “Airline Website(s)” means any website owned or operated by the Airline or any website nominated by the Airline (including but not limited to those of its Affiliates), including in each case all subdomains and corresponding international domains, however accessed (e.g., desktop, mobile applications, etc.);

     

    “Application” means any software application pursuant to which you use any Licensed Data;

     

    “API” or “APIs” means the application programming interface(s) provided by the Airline including, without limitation, AirShopping, OfferPrice, OrderCreate, and OrderChange;

     

    “Content Aggregator” means a third party that accesses content from the Airline and others and provides persons with access to a service that includes the Licensed Data of the Airline and content of other persons;

     

    “Data” means any data or information, in any form or format, including interim, processed, compiled, summarized, or derivative versions of such data or information, that may exist in any system, database, or record;

     

    “Effective Date” means the date that Airline enables your key for access to the test environment which is conditional upon you agreeing to the terms of this Agreement (that is, when you indicate your acceptance to the terms by sending in the NDC registration form when you register for access on the Airlines developer website, https://www.alaskaair.com/content/ndc/);

     

    “End User” means an individual, human end user of a Licensee’s product or service using Licensed Data;

     

    “Governing policies” means the legal information that can be found on the alaskaair.com website, including, but not limited to, rules, regulations, requirements, general conditions of sale or carriage, fare rules, procedures in booking any reservation for transportation on the Airline, and the travel agent policies found at https://www.alaskaair.com/content/legal/travel-agent-policies, all as may be amended from time to time;

     

    “Intellectual Property Rights” means all copyright, moral rights, patent rights, trademarks, design rights, rights in or relating to databases, rights in or relating to confidential information, rights in relation to domain names, and any other intellectual property rights (registered or unregistered) throughout the world;

     

    “Keys” means the unique security keys, secrets, tokens, passwords, or other credentials used for accessing the Service and managing your account;

     

    “Licensed Data” means: (a) all Data submitted by or on behalf of the Airline; (b) flight schedules, published fares, seat availability, and related descriptive information (in each case being publicly available information and not those open to closed user groups or trade only) for the Airline’s published flights including code share flights and any update, refresh, correction, or modification thereto; (c) all Data obtained, developed, produced, or processed by the Licensee in connection with this Agreement; (d) any Data or other information that identifies or could be used to identify the Airline, the Airline’s products and services, or persons in their capacity as End Users; (e) all PNR Data and other passenger Data, including personal identifying information for passengers; (f) End User Data collected and provided to the Airline through the Service; (g) Data regarding the sale of Airline and ancillary products whether individual sales or aggregate sales Data organized based on any market segment or method of distribution and sale, ticket information, tariff rules, aircraft seating configurations, aircraft operation notes, flights status and other operational Data, and other similar information relating to the Airline and its affiliates' products, services, operations, and business; (h) any Data available on or via an Airline Website; and (i) any successors, equivalents, or derivatives of any of the above, whether now known or hereafter devised, and in any medium or format. For example, copying or tracking of any portion of Licensed Data to create a separate set of information or database constitutes a derivative and is within the definition of Licensed Data.

     

    “Registration Data” means the accurate and current information you provide on the Service registration form accessed through the Airline’s developer website, https://www.alaskaair.com/content/ndc/;

     

    “Service” means the API and/or Licensed Data provided pursuant to this Agreement; and

     

    “Usage Limits” means a given level of usage per time period for access to systems or Licensed Data that you have been assigned when signing up for an API.

     

  4. ACCESS TO THE SERVICES

     

    • 4.1.In order to obtain access to the Service, you must: (a) apply for access to Licensed Data and APIs by following the process on the Airline’s website, https://www.alaskaair.com/content/ndc/ (“API Access Method”); or (b) apply for access to the Licensed Data by following the process on the Airline’s website, https://www.alaskaair.com/content/ndc/, and by setting up an account with a Content Aggregator (“Content Access Method”).

     

    • 4.2.In relation to the chosen method of access, you will need to provide the registration data and apply for access for the Services you want to use. You are responsible for ensuring that the registration data provided by you is at all times accurate, current, and complete. Your failure to provide accurate, current, and complete registration data may result in the Airline terminating your ability to use the Service. The Airline reserves the absolute discretion as to whether it grants You access to any Service, and the Airline may require further information about You and your use of the Service both before and after granting access and Your prompt provision of that information is a continuing condition of your access to the Service.

     

    • 4.3.Once your application for access to a Service is approved by the Airline, and subject to the terms of this Agreement and any other terms and conditions applied at that time, you will either: (a) be issued one or more Keys which will allow you to access the Service and to use the APIs and the Licensed Data; or (b) the Airline will authorize a Content Aggregator to provide you with access to the Licensed Data and the Services.

     

    • 4.4.If you are using the API Access Method, you may not sell, transfer, sublicense, or otherwise disclose your Keys to any other party. If you become aware of any unauthorized use of your Keys, you agree to notify the Airline immediately. Notwithstanding the foregoing, or anything to the contrary, you are fully responsible for all activities that occur using your Keys. If you are using the Content Access Method, you may not allow any other persons or entity other than those approved by the Airline to use the Content Access Method.

     

    • 4.5.All access will initially be on a trial basis with limited access to the Service and Licensed Data. During the trial term, you may not make any public display of any Licensed Data or make any commercial use of the Licensed Data until such time as you and, if applicable, the company or legal entity that you represent are granted full access for the public use and display of Licensed Data.

     

    • 4.6.The Airline has no obligation to provide you or your users with support, software upgrades, enhancements, or modifications to the Service. You understand and agree that you are solely responsible for providing user support and any other technical assistance for your Applications. The Airline may redirect users and potential users of your Application to your email address on your account for purposes of answering general Application inquiries and support questions. The Airline reserves the right to release subsequent versions of the Service and to require you to obtain and use the most recent version.

     

  5. BOOKING CONFIRMATION

     

    • 5.1.The Licensee agrees that any bookings made using the Services will pass into the Airline’s control from the point of confirmation and that any bookings are between the Airline and the customer; provided, that Licensee and Airline shall each have the right to service the bookings. The Licensee shall ensure that its customers are adequately informed that servicing of the booking may be handled directly by the Airline and shall provide appropriate links to the Airline website and other servicing channels, as advised by the Airline from time to time. Servicing information, including but not limited to the opportunity to make changes, purchase ancillary products, and check-in, will be displayed clearly for the customer on all platforms, including but not limited to the booking confirmation page. The Licensee agrees that the Airline has no responsibility to inform the Licensee of any changes to bookings made after the point of confirmation, except in case of booking cancellations where these may affect any remuneration as agreed between the Licensee and the Airline.

     

    • 5.2.Complete reservation information is necessary to appropriately service customers and is required by government and law enforcement agencies such as customs and immigration authorities. The Licensee must provide the Airline 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. The Licensee may not substitute any contact information or provide the Licensee’s contact information in lieu of such customer information without the written consent of the Airline and the customer. The Airline will treat all PNR content received in accordance with the Airline’s privacy policy found on www.alaskaair.com.

     

  6. YOUR OBLIGATIONS AND CONDUCT

     

    • 6.1.You agree to use the Service and Licensed Data only in conformance with, and subject to, applicable law and for purposes (a) that are permitted by this Agreement; (b) that are permitted by applicable law; (c) that are permitted by any applicable third-party contract, law, or regulation in the relevant jurisdictions; and (d) that comply with the Governing Policies and all applicable policies or guidelines of the Airline.

     

    • 6.2.The Licensee will ensure that (a) 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 Licensee), on all pricing displays to customers and in any and all marketing materials; (b) if the Licensee charges a service or other fee for its services, such charge or fee shall be listed separately, clearly, and at the earliest practical opportunity; (c) the total price, excluding fees and charges applied by the Licensee, shall not be more than the published price; (d) all customers are made aware of the total price (including optional fees and charges and all fees of the Licensee) and the identity of the operating carrier at the earliest possible opportunity; (e) the appropriate selling class (also known as booking class) associated with the cabin of travel is displayed to the customer; (f) any display or communication of ancillary products must be of at least the same quality and detail as that offered by the Licensee in respect of other airlines; and (g) any fares displayed or communicated by the Licensee must be of reasonable accuracy as determined by Airline’s Governing Policies. Licensee shall display to the customer a booking confirmation page in order to properly inform the End User of the products and services they have purchased and the total price paid. All fees and charges imposed by the Licensee shall be listed separately on the booking confirmation page. The Licensee will take all necessary steps to rectify any inaccuracy when notified by the Airline.

     

    • 6.3.You hereby specifically agree that you will not use the Licensed Data, or Service, or any portion thereof, to (a) transmit spam or upload, post, or otherwise transmit Licensed Data that is inaccurate, harmful, obscene, defamatory, racist, or is otherwise offensive to others; (b) pretend to be the Airline, any of its Affiliates, or an agent of the Airline or its Affiliates or someone else, or otherwise misrepresent your identity or affiliation; (c) forge headers or otherwise manipulate identifiers (including URLs) in order to disguise the origin of any Licensed Data transmitted through the Service; (d) disrupt the normal flow of dialogue or otherwise act in a manner that negatively affects other users’ ability to use the Service; (e) engage in activities that would violate any applicable law or regulations having the force of law; (f) upload, post, transmit, or otherwise make available messages that promote pyramid schemes, chain letters, or disruptive commercial messages; (g) download any file posted by another that you know, or reasonably should know, cannot legally be distributed in such manner; (h) interfere with or disrupt the Licensed Data, or Service, servers, or networks connected with the Airline APIs, or disobey any requirements, procedures, policies, or regulations connected thereto; (i) upload, post, collect, or store personal data about other users unless specifically authorized by such users; (j) promote or provide instructional information about illegal activities; (k) provide, procure, or permit third party access to the Service unless expressly authorized by the Airline; (l) violate or infringe anyone’s Intellectual Property Rights; (m) transmit software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (n) do anything that is injurious to the interests of the Airline, or other users of the Service as determined by the Airline in its sole discretion; (o) make speculative bookings; (p) reserve seats in anticipation of demand; (q) improperly create or modify records; (s) transmit personal messages except by an electronic mail system; (t) use the system for training purposes; (u) develop or publish any reservation, ticketing, sales, cargo, or tariff guide; or (v) use the customers’ contact details to promote its own services after the point of confirmation, unless the customer has previously given their express consent to receive such promotional materials.

     

    • 6.4.You agree to not exceed the Usage Limits, and that if you do exceed the Usage Limits, additional requests will not be processed. If you anticipate exceeding query limitations, contact us and we can discuss your particular situation. The Airline may, at its sole discretion, choose to increase query limits in certain situations. Repeat violations of the query limit may result in revocation of your right to use the Service.

     

    • 6.5.You shall not engage in any “screen scraping,” any automated algorithm, device, method, system, software, or manual process to access, use, search, copy, monitor, or extract Data (in whole or in part) from or through any Airline Website. You shall take all reasonable steps to prevent third parties from screen scraping or the use of other automated data collection of the Licensed Data from your Application.

     

    • 6.6.You agree to comply with all applicable laws and Governing Policies governing the promotional programs, including the issuance of promotional vouchers. The Licensee acknowledges that the purchase, sale, or barter of promotional awards or points (other than a purchase from the Airline) is strictly prohibited and that the Licensee's direct or indirect involvement in any of these activities subjects the Licensee to (a) the possible suspension, limitation, or termination of the Licensee’s use of the Services, and (b) legal or equitable remedies. The Licensee further acknowledges and understands that any fraud or abuse concerning promotional programs, awards, or points on the part of the Licensee or the Licensee's customers may subject the Licensee's customers to administrative and legal action by the Airline, including the forfeiture of all (x) award certificates, (y) tickets issued against award certificates, and (z) accrued points/miles in the member's account, as well as suspension or cancellation of the account. The Licensee 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 the Airline, the passenger's trip being stopped or interrupted, and the passenger being required to purchase a ticket to continue travel.

     

  7. DATA LICENCE AND CONTENT

     

    • 7.1.The Airline grants to the Licensee a royalty-free, non-exclusive, worldwide license to distribute, publicly display, and use the Licensed Data in connection with the Licensee’s products solely as permitted by this Agreement. Notwithstanding the foregoing (a) the Licensee may not modify or enhance the core content of the Licensed Data but shall be entitled to modify or enhance the format, or manner of presentation, of the Licensed Data; and (b) the Licensee may grant a sublicence to End Users to permit them to use and view the Licensed Data in connection with the use of the Licensee’s products. Nothing in this Agreement permits the Licensee or its Affiliates to redistribute or permit the redistribution of the Licensed Data or to use any other data other than the Licensed Data.

     

    • 7.2.Airline Data shall not be used or accessed by the Licensee for any purposes other than those expressly authorized by this Agreement or by the Airline via separate, prior written approval. In addition, the Licensee must not directly or indirectly engage in any of the following activities: (a) use or disclosure of Licensed Data in a way that may adversely affect the Airline, including any use by or disclosure to other airlines or third parties (e.g., the Licensee must never provide information relating to search patterns or statistics that are linked to or otherwise identify the Airline’s products or services), or (b) any kind of commercialization, marketing, advertising, licensing, or resale that is based on Licensed Data other than as expressly authorized by this Agreement (e.g., targeted advertising to consumers based on the Airline Trademarks). Nothing in this Agreement conveys any rights or interest in Licensed Data to the Licensee.

     

    • 7.3.Without the Airline’s prior written approval, the Licensee may not share, transmit, or redistribute Licensed Data with or to or through other Licensees, distributors, intermediaries, or entities, except for those that have been expressly approved in writing by the Airline.

     

    • 7.4.The Airline makes no representation that your use of the Service, including use of the Licensed Data, will comply with applicable laws or that they were designed to comply with applicable laws. Additionally, the Airline does not represent, warrant, or guarantee the truthfulness, accuracy, quality, or reliability of any of the Licensed Data posted, displayed, linked to, or otherwise transmitted via the Service.

     

    • 7.5.In the event that the Licensee has cause to believe that any Licensed Data held or displayed by the Licensee or any of its Affiliates is being accessed or used by third parties other than in accordance with this Agreement, the Licensee shall promptly notify the Airline in writing and provide all reasonable assistance to identify and stop the method of such third-party access.

     

  8. PUBLICITY AND TRADEMARK USE

     

    • 8.1.Licensee shall not use or display any trademarks, service marks, logos, trade names, taglines, or other intellectual property of Airline, or state or imply any endorsement by Airline of any product or service of Licensee, without the prior written consent of Airline in each instance. The Licensee agrees that it will not create, acquire, license, or support any internet keyword or search term which contains any of the Airline Trademarks.

     

    • 8.2.You shall not use the Airline or any Affiliate of the Airline’s customers in any marketing, advertising, or other publicity without the Airline’s prior written consent.

     

    • 8.3.The Licensee agrees that it will not register any trademark, trade name, trade dress, service mark, or domain name that is identical to or confusingly similar to any of the Airline Trademarks.

     

     

  9. INTELLECTUAL PROPERTY

     

    • 9.1.The Licensee understands and agrees that as between the Airline and the Licensee, any information or data, regardless of source, that (a) is schedule, fare, or inventory information of the Airline or its other interline carriers; (b) relates to a relationship between a customer and the Airline (e.g. frequent flyer or club membership); (c) relates to a transaction between a customer and the Airline, including booking and payment data; (d) is passed by the Licensee to the Airline through a PNR or similar booking/sale record; (e) all Airline systems, software, and applications; and (f) all Intellectual Property Rights in Licensed Data, is and will be solely owned by the Airline. Access and use of Airline Data by the Licensee is solely for purposes of and is limited to those activities that are within the scope of this Agreement.

     

    • 9.2.The Licensee agrees and understands that the Airline may be evaluating similar proposals or transactions with other parties, including but not limited to potentially competing companies, and may be considering, currently or in the future, internal developments similar to those being discussed by the parties. Nothing in this Agreement shall restrict the right of the Airline to create, protect (whether by patent, trademark, copyright, trade secret, or other means), procure, or market any products or services, including but not limited to those that may be competitive with those offered by You. If you elect to provide us with any feedback, You assign all right, title, and interest in and to such feedback to us, and acknowledge that we will be entitled to use, implement, and exploit any such feedback in any manner without restriction, and without any obligation of confidentiality, attribution, or compensation or other duty to account.

     

    • 9.3.The Airline’s intellectual property, including its trademarks, logos, livery, travel posters, websites, and advertising, are important and valuable assets of the Airline. Airline grants the Licensee a limited, royalty free, non-transferable, non-exclusive permission to use certain Airline intellectual property, solely for the purpose of identifying the Licensee as authorized to sell the product and services. In using Airline’s intellectual property, the Licensee agrees that the Airline owns the Airline intellectual property, and that the Licensee will not harm the Airline intellectual property or its ownership of the Airline intellectual property or in any way contest or deny the validity of, or the right or title of the Airline in or to, its intellectual property. The Licensee acknowledges and understands that it has no right or permission to use the Airline intellectual property for any purpose not expressly stated in this Agreement, and that any unauthorized use will constitute an infringement. The Licensee will obtain Airline’s written authorization before any use of the Airline’s intellectual property.

     

  10. CONFIDENTIAL INFORMATION

     

    • 10.1.“Confidential Information” shall mean all information designated by Airline as confidential or otherwise disclosed under circumstances in which the receiving party knows or should reasonably know such information to be considered confidential, including but not limited to all information or data concerning or related to Airline’s products (including but not limited to the discovery, invention, research, improvement, development, manufacture, or sale of Airline’s products), processes, or general business operations (including but not limited to sales, costs, profits, pricing methods, organization, and employee lists), and any information obtained through access to any Airline assets or systems, which, if not otherwise described above, is of such a nature that a reasonable person would believe it to be confidential or proprietary.Without limiting the generality of the foregoing definition, Confidential Information shall include (a) any fare programs and commission arrangements that may be agreed with the Airline; (b) any and all post-booking data, including all PNRs, that cover products and services; and (iii) any other Airline Data. The Licensee acknowledges that the Airline may disclose fare program and commission arrangements to other carriers subject to applicable laws.

     

    • 10.2.Each party agrees, with respect to the Confidential Information disclosed to it by the other party, as follows: (a) to use the Confidential Information only for the purposes described in this Agreement; (b) to not reproduce the Confidential Information and hold in confidence and protect such Confidential Information from dissemination to, and use by, any third party, except as otherwise permitted herein; (c) to not create any derivative work from such Confidential Information; (d) to permit access to such Confidential Information only to such of its personnel, agents, or contractors, if any, who have a need to access such Confidential Information to perform such party’s obligations hereunder and who have been advised of, and have agreed in writing to treat such information in accordance with, the terms of this Agreement; and (e) to return or destroy all Confidential Information in its possession upon termination or expiration of this Agreement.Each party shall take all reasonable precautions necessary to safeguard the confidentiality of the other party’s Confidential Information including, at a minimum, those precautions taken by a party to protect its own Confidential Information, which will in no event be less than a reasonable degree of care.

       

    • 10.3.Licensee shall notify Airline promptly – and in all cases within twelve (12) hours of Licensee becoming aware – of any breach of this Agreement or loss or probable (in Licensee’s reasonable discretion) unauthorized disclosure of Airline’s Confidential Information of which Licensee becomes aware, and shall cooperate fully with Airline to protect Airline’s Confidential Information and related rights.

     

    • 10.4.Upon the written request of the disclosing party at the termination or expiration of this Agreement or at any other time, the party receiving any Confidential Information shall promptly return or destroy the Confidential Information of the disclosing party and cease all further use of that Confidential Information.

     

    • 10.5.Notwithstanding the foregoing, Confidential Information shall not include information that (a) is publicly available or in the public domain at the time disclosed, without breach of any confidentiality obligation; (b) is or becomes publicly available or enters the public domain, without breach of any confidentiality obligation; (c) is rightfully communicated to the recipient by persons not bound by confidentiality obligations; (d) is already in the recipient’s possession free of any confidentiality obligations at the time of disclosure; (e) is independently developed by the recipient, without breach of any confidentiality obligation; or (f) is approved for release or disclosure by the disclosing party without restriction. Notwithstanding anything in this Agreement to the contrary, either party may disclose Confidential Information in response to an order of a court or other governmental body or if otherwise required by applicable legal requirements to be disclosed, provided that the party making the disclosure pursuant to the order shall first have given notice to the other party so that the other party can attempt to obtain a protective order.

       

    • 10.6.Licensee agrees not to publicize or disclose the terms of this Agreement or any relationship with Airline without the prior written consent of Airline.

     

  11. RECORDS AND INSPECTION

     

    • 11.1.The Licensee shall maintain adequate records and accounts, together with supporting documents, recording the details of all transactions effected under this Agreement. Such records, accounts, and documents shall be preserved by the Licensee for at least five years from the date of the transactions to which they relate.

       

    • 11.2.The Airline has the right to inspect the Licensee’s books and records relating to sales of the Airline’s products and services (a) to ensure the Licensee’s compliance with the provisions of this Agreement; and (b) to detect or establish the Licensee’s abuse of, or failure to comply with, any of the Airline’s Governing Policies concerning sale of travel on the Airline. You agree that we may crawl or otherwise monitor online Applications and you agree not to block or interfere with such efforts by the Airline.

     

  12. TERM AND TERMINATION

     

    • 12.1.This term of this Agreement (“Term”) shall commence upon the Effective Date and continue until terminated by either party by giving the other party at least thirty (30) days prior written notice. Airline may notify you of a termination via email or via the Airline’s developer website, https://www.alaskaair.com/content/ndc/.

       

    • 12.2.Either party may terminate this Agreement immediately upon written notice to the other party in the event of a material breach of the terms of this Agreement. Furthermore, you agree that if you display the Licensed Data in a way that the Airline finds unacceptable for any reason, including if your display violates this Agreement, the Airline may require that you immediately change or cease your access to Licensed Data and/or the display of Licensed Data, and you agree that the Airline may (a) modify, suspend or terminate your access to all or any part of the Service (including all or any specific Licensed Data) or (b) remove, suspend, or restrict access to any Licensed Data, including, but not limited to, User Licensed Data, from the Service at any time without any liability to you and without the requirement of providing prior notice.

     

    • 12.3.On expiry or termination of this Agreement: (a) the Airline will cease providing the Licensee with Licensed Data; and (b) the Licensee and its Affiliates will immediately cease using the Licensed Data and licensed trademarks in its products, services, and materials.

     

  13. AIRLINE PRIVACY POLICY

     

    • 13.1.You consent to the collection, processing, and storage by the Airline of your personal information in accordance with the terms of the Airline Privacy Policy, which is one of the Airline Governing Policies and is available at https://www.alaskaair.com/content/legal/privacy-policy?lid=footer:privacyPolicy.

       

    • 13.2.You agree to comply with all applicable laws and regulations, and the terms of the Airline Privacy Policy, with respect to any access, use, and/or submission by you of any personal information in connection with the Service.

     

    • 13.3.As between the Licensee and the Airline, all right, title, and interest in and to Licensed Data, including interim, processed, compiled, summarized, and derivative versions of Licensed Data that may exist in any system, database, or record, and any successors or equivalents is and will be solely owned by the Airline and will be handled pursuant to and in accordance with the Airline’s Privacy Policy.

     

    • 13.4.The Licensee shall comply with all applicable laws including but not limited to all applicable data protection and privacy laws. In this Section, “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. As regards to customer Personal Data, each of the Licensee and the Airline will be considered as a data controller under applicable law. The Licensee will cause all of the Licensee’s privacy policies to inform End Users that their Personal Data will be disclosed to the Airline (and third parties in accordance with the Airline’s Privacy Policy). The Licensee shall give its customers notice, and if required under applicable law, obtain customer’s consent, of such disclosure of Personal Data to the Airline. All such Personal Data will be handled by the Airline pursuant to and in accordance with the Airline’s Privacy Policy.

     

    • 13.5.The Licensee will establish, implement, maintain, and use technical and organizational safeguards against the unauthorized disclosure, access, use, destruction, loss, damage, or alteration of all Personal Data and Airline Data that is in the possession of the Licensee. 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, United Kingdom, and European Union, and will be no less rigorous than (a) industry standard practices in the transportation and related services industry, and (b) reasonable security procedures and practices appropriate to the nature of such data. For the avoidance of doubt, such data safeguards must include: (x) 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; (y) encryption of all records and files that contain any personal information when the Licensee 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 (z) compliance with any security standards required by local law or regulations.

       

    • 13.6.Following any Security Incident (defined as (a) the loss, misappropriation or misuse (by any means) of the Airline's Confidential Information, Airline Data and/or any Personal Data; (b) the inadvertent, unauthorized, and/or unlawful processing, distribution, alteration, corruption, sale, rental, or destruction of the Airline's Confidential Information, Airline Data and/or any Personal Data; (c) any other act or omission that compromises or threatens to compromise the security, confidentiality, or integrity of the Airline's Confidential Information, Airline Data and/or any Personal Data, or (d) any breach of the Airline's security policies set forth herein), the Licensee must notify the Airline in writing within 24 hours. The Licensee and the Airline will work in good faith regarding remediation efforts that may be necessary and reasonable. At the Airline's sole discretion, the Licensee shall (y) either undertake remediation efforts for a Security Incident at its sole expense and in line with security best practices or reimburse the Airline for the Airline's reasonable costs and expenses in connection with taking remediation efforts for a Security Incident and (b) provide assurances satisfactory to the Airline that such Security Incidents will not recur.

     

  14. PCI COMPLIANCE

     

    • 14.1.The Licensee undertakes, warrants, and represents that it, and any products and/or services that are to be provided to the Airline pursuant to this Agreement are compliant with the Payment Card Industry Data Security Standards ("PCI DSS") Version 3.2 published April 2016 as amended or updated from time to time and that it will implement, maintain, and monitor effective policies and procedures to ensure its continued compliance with PCI DSS. The Licensee agrees to provide the Airline with evidence of compliance with PCI DSS (or where it is not at that time compliant all additional steps required to achieve compliance) and within ten (10) days of any written request from Airline, such evidence shall include, but is not limited to, a copy of the relevant ROC from a QSA and a copy of the relevant PCI AOC.

       

    • 14.2.The Licensee understands that the Airline places particular reliance upon the Licensee’s compliance with this section in order to enable the Airline to maintain its own compliance with PCI DSS and without limitation of any other rights, the Airline reserves the right to terminate this Agreement immediately, without any liability to the Licensee for such termination, if (a) the Licensee fails to comply with this Section; (b) a Security PCI Incident occurs; or (c) a QSA refuses to issue a further or renewed ROC in respect of the Licensee.

     

    • 14.3.For all services provided by the Licensee that involve the capture, access, processing, retention and/or retrieval of Cardholder Data, the Licensee is solely responsible for the security of all Cardholder Data that it holds and/or has access to.

     

    • 14.4.The Licensee shall indemnify, defend, and hold harmless the Airline and its respective directors, officers, agents, employees, successors, and assigns from any and all Losses (including those arising from any third party claim) arising from or in connection with (a) the costs and expenses associated with any investigation of any PCI Security Incident; (b) any breach by the Licensee of its obligations in this Section; and (c) the loss or misuse of or damage to Cardholder Data including the costs and expenses associated with the recovery and/or reconstruction of Cardholder Data if and to the extent that such loss is caused by or contributed to by any act or omission by the Licensee or its Licensee’s employees.

     

    • 14.5.In the event of a Security PCI Incident, the Licensee will provide the fullest practicable cooperation to the Airline and/or a Payment Card Industry accredited representative, and/or an appointed third party acting on their behalf, such cooperation to include without limitation the enabling of them, acting reasonably, to access the Licensee’s systems and premises to conduct a thorough security review in order to ascertain the circumstances of the Security PCI Incident.

     

    • 14.6.The following definitions apply to this Section:

     

    "Attestation of Compliance" or "AOC" means the written declaration of PCI compliance, issued by the Licensee, and which is the letter of acknowledgement that, at the time of the issuing of the AOC, the company subject to the assessment is compliant to the relevant standard.

     

    "Card" means any credit, debit, charge, or other card in respect of a payment mechanism that may be used to effect the transfer of funds from the account of the holder of the card to the account of another party.

     

    "Cardholder Data" means cardholders' names and all other data in respect of the relevant Card, including without limitation, account number, issue date, expiry date, and all security numbering that may be associated with the relevant Card and all such data shall be deemed to be Personal Data and Confidential Information.

     

    “Losses” means any and all claims, demands, actions, proceedings and all losses, damages, liabilities, penalties, fines, judgements, demands, fees, costs and expenses (including without limitation reasonable management time, legal and other professional advisers fees and disbursements on a full indemnity basis) and all economic loss, actual or anticipated loss of profit, loss of revenue and opportunity, loss of or damage to reputation or goodwill, loss of anticipated savings, and any indirect or consequential loss or damage.

     

    "PCI Incident" means any event which has occurred, or is reasonably judged by the Airline and/or the Licensee and/or an accredited member of a Card scheme's audit/compliance /investigative team to be likely to occur, and which has as its effect the actual or potential prejudicing of the integrity of the security of Cardholder Data.

     

    "Qualified Security Assessor" or "QSA" means a company accredited by the payment card industry as being qualified and approved to carry out appraisals and audits of suppliers of PCI related services.

     

    “Report of Compliance" or "ROC" means the written report of compliance, issued by a QSA, and which is the letter of acknowledgement that, at the time of the issuing of the report, the company subject to the assessment is compliant to the relevant standard.

     

    "Security PCI Incident" means a PCI Incident relating to any Cardholder Data and/or any reports that may contain any elements of Cardholder Data in respect of any Airline customer, supplier or employee which is transmitted, received, processed and/or stored (whether temporarily or permanently) by means of a product and/or service provided by the Licensee.

     

  15. INDEMNIFICATION

     

    Licensee agrees to defend, hold harmless, and indemnify Airline and its directors, officers, employees, and agents (the “Airline Parties”), from and against any and all claims, damages, losses, suits, actions, demands, proceedings, expenses, costs, and liabilities of any kind (including but not limited to investigation costs and expenses, government fines, and reasonable attorneys’ fees incurred and/or those necessary to successfully establish the right to indemnification) (collectively, “Claims”), arising out of Licensee’s access to, or use of, the Licensed Data or Service, including but not limited to (a) any claim by a regulatory agency or by Licensee’s employees, subcontractors, or other personnel that is attributable to or caused in whole or in part by Licensee’s failure to comply with federal, state, or local laws, ordinances, or regulations; (b) any data or security breach involving Licensed Data; or (c) any other action or inaction arising out of Licensee’s breach of any representation, warranty, or obligation under this Agreement, or caused by the acts, omissions, negligence, or willful misconduct of Licensee or its officers, agents, employees, subcontractors, or other personnel; provided that, in the case of negligence by both the Licensee and Airline, the foregoing indemnification shall only apply to any such claims or liability proportionately to the extent it does not result from the negligence or willful misconduct of Airline.

     

  16. LIMITATION OF LIABILITY

     

    The Services and Licensed Data are made available on an “as is” and “as available” basis. Airline does not give any warranty, condition, undertaking or term, express or implied, statutory or otherwise as to the quality, performance, durability, functionality, security, availability, freedom from viruses or any contaminating or destructive properties, or fitness for purpose of the Services and Licensed Data. All such warranties, conditions, undertakings, and terms are excluded to the fullest extent permitted by law. In no circumstances shall the Airline have any liability for losses (whether direct or indirect, in contract, tort (including negligence), or otherwise) arising from any decision made or action taken by any party (including, without limitation, the Licensee and any End-User) in reliance upon the Licensed Data (or any Licensed Data obtained as a result of using the Licensed Data or Service), or for any inaccuracies, errors in, or omissions from any Licensed Data. Neither the Airline nor any of its Affiliates shall be liable for any loss of profits, loss or revenue, loss of business, loss of goodwill, loss of or corruption of data, special, direct, indirect, incidental, punitive, or consequential loss or damages, even if such losses or damages were foreseeable or Licensee has been advised of the possibility of such damages, and whether arising in contract, tort (including negligence), breach of statutory duty or however arising.

     

  17. COMPLIANCE

     

    • 17.1.Licensee shall (a) secure and maintain at all times any and all applicable permits, authorizations, consents, approvals, licenses, tests and inspections required by governmental authorities, and (b) comply, and cause each of its employees, subcontractors, and agents to comply, with all laws, statutes, ordinances, rules, regulations, and orders of governmental authorities as are applicable to its performance under this Agreement. Unless exempt, Licensee and any of its subcontractors shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a).These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin.Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment qualified individuals without regard to race, color, religion, sex, sexual orientation, gender identification, national origin, protected veteran status, or disability.If applicable, Licensee and any of its subcontractors shall also abide by the requirements of 41 CFR § 61-300.10 regarding veterans’ employment reports and 29 CFR Part 471, Appendix A to Subpart A regarding posting a notice of employee rights. Licensee understands and shall comply with the provisions of all applicable legal requirements governing anti-corruption, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, in performing this Agreement and any other agreement or understanding between the parties. Licensee warrants and represents that it and its officers, directors, stockholders, employees, and agents have not and shall not pay, offer, or promise to pay, or authorize the payment, directly or indirectly, of money or anything of value to (a) any government, official, agent, employee of any government department or agency, whether or not acting in an official capacity; (b) any political party or official thereof or any candidate for political office; (c) any person knowing that all or any portion of such money or thing of value will be given or promised, directly or indirectly, to persons described in (a) or (b), for any purposes prohibited by such applicable legal requirements, in order to obtain or retain business with, or directing business to, Airline or to any person or entity.

     

    • 17.2.Taxes. Except as otherwise provided below, the amounts to be paid by Airline to Licensee do not include any taxes. Airline is not liable for any taxes that Licensee is legally obligated to pay, including, but not limited to net income or gross receipts taxes, contributions or assessments for its employees and subcontractors and property taxes. Licensee will indemnify and hold Airline harmless from any claims, costs (including attorneys’ fees), and liabilities that relate to Licensee’s taxes. Airline will pay Licensee any sales or value added taxes it owes due to the services provided in the Agreement and which the law requires Licensee to collect from Airline. If Airline provides Licensee a valid exemption certificate, Licensee will not collect the taxes covered by such certificate. Licensee shall complete and provide to Airline all required federal and state taxpayer identification and/or information documents. If the law requires Airline to withhold taxes from payments to Licensee, Airline may withhold those taxes and pay them to the appropriate taxing authority. Airline will deliver to Supplier a Form 1099 or 1042, if applicable.

     

     

  18. MISCELLANOUS

     

    • 18.1.If any provision of this Agreement is ruled to be invalid for any reason, that part of the Agreement which is ruled to be invalid shall not form part of this Agreement and such invalidity will not affect the rest of this Agreement which will remain valid and enforceable in all respects.

       

    • 18.2.This Agreement, and all questions relating to its validity, interpretation, performance, and enforcement, shall be governed by the laws of the State of Washington, without regard to its choice-of-law provisions.Venue for any disputes or actions shall be in state or federal courts of competent jurisdiction located in Seattle, Washington. In the event that any suit or action is instituted under or in relation to this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs, and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs, and expenses of appeals.

     

    • 18.3.Any notices or communications required or permitted to be given by this Agreement to Licensee will be given to the email address provided to Airline on Airline’s website, https://www.alaskaair.com/content/ndc/. Any notices or communications required or permitted to be given by this Agreement to Airline must be (a) given in writing and (b) personally delivered or mailed, by prepaid, certified mail or overnight courier, to the mailing address as follows:

     

    Alaska Airlines, Inc.

    19300 International Blvd.

    SeaTac, Washington 98188

    Attention: General Counsel

     

    Any such notice or communication shall be deemed to have been given on (a) the day such notice or communication is personally delivered, (b) three (3) calendar days after such notice or communication is mailed by prepaid certified or registered mail, or (c) one (1) business day after such notice or communication is sent by overnight courier. Airline may change its address or the person to whom a notice or other communication is marked to the attention of, by giving notice of such change to Licensee pursuant to this Section.

     

    • 18.4.Nothing in this Agreement is intended to establish, or shall be deemed or construed to create, any partnership, joint venture, or employment relationship between the Licensee and the Airline, constitute any party the agent of another party, or authorize any party to make or enter into any commitments for or on behalf of any other party. The Licensee shall not represent itself as a ‘General Agent’ or use any other designation, such as ‘Airline’s Ticket Office’, which would indicate or imply in any way that its office is an office of the Airline or any IATA Member. At all times, Licensee shall be deemed an independent contractor with respect to Licensee’s rights and obligations under this Agreement.

       

    • 18.5.Licensee may not assign (by operation or law, through a change of control, or otherwise) any of Licensee’s rights or delegate any of Licensee’s duties or obligations under this Agreement without Airline’s prior written permission. An assignment or transfer in violation of this provision will be null and void and shall be deemed a material breach of this Agreement. In such case, Airline shall have the right to immediately terminate this Agreement.

     

    • 18.6.In the event that the Licensee proposes to effect any change(s) in the legal status, ownership, name(s) and/or address(es), the Licensee undertakes to give prior notice to the Airline. The Airline retains the right to modify access rights based on such changes.

     

    • 18.7.The provisions of this Agreement are independent of and severable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that, for any reason whatsoever, any other or others of them may be invalid or unenforceable in whole or in part.

     

    • 18.8.Single or partial exercise of any right, remedy, power, or privilege by a party shall not preclude any other or further exercise of the same or any other right, remedy, power, or privilege.Failure or delay on the part of a party to exercise any right, remedy, power, or privilege under this Agreement with respect to any occurrence shall not be construed as a waiver of such right, remedy, power, or privilege with respect to any other occurrence.