Exhibit 10.20


 


	
  CUSTOMER PROFILE

  	
  CONTRACT NO 0181419-000

  
	
   

  	
  HOME OFFICE LOCATION PSEUDO 1C62

  
	
   

  	
   

  



 


TO BE COMPLETED BY SUBSCRIBER:


 


	
  Subscriber’s Official Name

  	
  Orbitz, LLC

  
	
  D/B/A (Doing Business As)

  	
  Orbitz, LLC

  
	
  Address (Main Office)

  	
  500 W. Madison, 10th Floor

  
	
  City, State, Zip Code

  	
  Chicago, IL 60661

  
	
  County

  	
  Cook

  	
   

  	
  Email Address

  	
  n/a

  
	
  Phone Number

  	
  n/a

  	
   

  	
  Fax Number

  	
  n/a

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Business Entity:

  	
  x

  	
   Corporation

  	
   

  	
   Limited
  Liability Company

  	
   

  	
   Partnership

  
	
   

  	
   

  	
   Sole
  Proprietorship

  	
   

  	
   Other
  (describe)

  	
   

  	
   

  
	
   

  	
   

  
	
  State of Incorporation or Partnership Formation

  	
  Delaware

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARC Number (Main Office)

  	
   

  	
   

  	
  Tax I.D. Number

  	
  36-4349713

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Landlord Name

  	
   

  	
   

  	
  Landlord Phone Number

  	
   

  
																			



 


PRINCIPALS (List Owners/Officers/Partners/Etc.;
Attach Additional Page if Necessary)


 


	
  1.

  	
  Mr./Ms.

  	
   

  	
  Social Security No.

  	
   

  
	
   

  	
  Title

  	
   

  	
  Home Phone

  	
   

  
	
   

  	
  Home Address

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  Mr./Ms.

  	
   

  	
  Social Security No.

  	
   

  
	
   

  	
  Title

  	
   

  	
  Home Phone

  	
   

  
	
   

  	
  Home Address

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  Mr./Ms.

  	
   

  	
  Social Security No.

  	
   

  
	
   

  	
  Title

  	
   

  	
  Home Phone

  	
   

  
	
   

  	
  Home Address

  	
   

  
								



 


BILLING ADDRESS


 


        Check here if same address as Main Office
above and indicate contact name below.


 


	
  Street Address:

  	
  500 W. Madison, 10th floor

  
	
  City/State/Zip:

  	
  Chicago, IL 60661

  
	
  ATTN:

  	
  Accounts Payable

  
			



 


 


Please provide
Apollo Galileo USA Partnership written notice, as specified in


the notices section of
the Agreement, of any changes to this information.


 


 


PORTIONS OF THIS EXHIBIT MARKED BY AN (***) HAVE BEEN OMITTED PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.


 


1

















 


	
  CUSTOMER PROFILE

  	
  CONTRACT NO 0181419-000

  
	
   

  	
  HOME OFFICE LOCATION PSEUDO 1C62

  
	
   

  	
   

  



 


TO BE COMPLETED BY SUBSCRIBER:


 


	
  Subscriber’s Official Name

  	
  Trip Network, Inc

  
	
  D/B/A (Doing Business As)

  	
  Cheaptickets.com

  
	
  Address (Main Office)

  	
  500 W. Madison, 10th Floor

  
	
  City, State, Zip Code

  	
  Chicago, 
  IL  60661

  
	
  County

  	
  Cook

  	
   

  	
  Email Address

  	
  n/a

  
	
  Phone Number

  	
  n/a

  	
   

  	
  Fax Number

  	
  n/a

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Business Entity:

  	
  x

  	
   Corporation

  	
   

  	
   Limited
  Liability Company

  	
   

  	
   Partnership

  
	
   

  	
   

  	
   Sole
  Proprietorship

  	
   

  	
   Other
  (describe)

  	
   

  	
   

  
	
   

  	
   

  
	
  State of Incorporation or Partnership Formation

  	
  Delaware

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARC Number (Main Office)

  	
   

  	
   

  	
  Tax I.D. Number

  	
  22-3768144

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Landlord Name

  	
   

  	
   

  	
  Landlord Phone Number

  	
   

  
																			



 


PRINCIPALS (List Owners/Officers/Partners/Etc.;
Attach Additional Page if Necessary)


 


	
  1.

  	
  Mr./Ms.

  	
   

  	
  Social Security No.

  	
   

  
	
   

  	
  Title

  	
   

  	
  Home Phone

  	
   

  
	
   

  	
  Home Address

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  Mr./Ms.

  	
   

  	
  Social Security No.

  	
   

  
	
   

  	
  Title

  	
   

  	
  Home Phone

  	
   

  
	
   

  	
  Home Address

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  Mr./Ms.

  	
   

  	
  Social Security No.

  	
   

  
	
   

  	
  Title

  	
   

  	
  Home Phone

  	
   

  
	
   

  	
  Home Address

  	
   

  
								



 


BILLING ADDRESS


 


        Check here if same address as Main
Office above and indicate contact name below.


 


	
  Street Address:

  	
  500 W. Madison, 10th floor

  
	
  City/State/Zip:

  	
  Chicago, IL 60661

  
	
  ATTN:

  	
  Accounts Payable

  
			



 


 


Please provide
Apollo Galileo USA Partnership written notice, as specified in


the notices section of
the Agreement, of any changes to this information.


 


2

















 


 


	
  CUSTOMER PROFILE

  	
  CONTRACT NO 0181419-000

  
	
   

  	
  HOME OFFICE LOCATION PSEUDO 1C62

  
	
   

  	
   

  



 


TO BE COMPLETED BY SUBSCRIBER:


 


	
  Subscriber’s Official Name

  	
  Internetwork Publishing Corporation

  
	
  D/B/A (Doing Business As)

  	
  Lodging.com

  
	
  Address (Main Office)

  	
  500 W. Madison, 10th Floor

  
	
  City, State, Zip Code

  	
  Chicago, 
  IL  60661

  
	
  County

  	
  Cook

  	
   

  	
  Email Address

  	
  n/a

  
	
  Phone Number

  	
  n/a

  	
   

  	
  Fax Number

  	
  n/a

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Business Entity:

  	
  x

  	
   Corporation

  	
   

  	
   Limited
  Liability Company

  	
   

  	
   Partnership

  
	
   

  	
   

  	
   Sole
  Proprietorship

  	
   

  	
   Other
  (describe)

  	
   

  	
   

  
	
   

  	
   

  
	
  State of Incorporation or Partnership Formation

  	
  Florida

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARC Number (Main Office)

  	
   

  	
   

  	
  Tax I.D. Number

  	
  65-0543622

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Landlord Name

  	
   

  	
   

  	
  Landlord Phone Number

  	
   

  
																			



 


PRINCIPALS (List Owners/Officers/Partners/Etc.;
Attach Additional Page if Necessary)


 


	
  1.

  	
  Mr./Ms.

  	
   

  	
  Social Security No.

  	
   

  
	
   

  	
  Title

  	
   

  	
  Home Phone

  	
   

  
	
   

  	
  Home Address

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  Mr./Ms.

  	
   

  	
  Social Security No.

  	
   

  
	
   

  	
  Title

  	
   

  	
  Home Phone

  	
   

  
	
   

  	
  Home Address

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  Mr./Ms.

  	
   

  	
  Social Security No.

  	
   

  
	
   

  	
  Title

  	
   

  	
  Home Phone

  	
   

  
	
   

  	
  Home Address

  	
   

  
								



 


BILLING ADDRESS


 


        Check here if same address as Main
Office above and indicate contact name below.


 


	
  Street Address:

  	
  500 W. Madison, 10th floor

  
	
  City/State/Zip:

  	
  Chicago, IL 60661

  
	
  ATTN:

  	
  Accounts Payable

  
			



 


Please provide
Apollo Galileo USA Partnership written notice, as specified in


the notices
section of the Agreement, of any changes to this information.


 


3

















 


	
  CUSTOMER PROFILE

  	
  CONTRACT NO 0181419-000

  
	
   

  	
  HOME OFFICE LOCATION PSEUDO 1C62

  
	
   

  	
   

  



 


TO BE COMPLETED BY SUBSCRIBER:


 


	
  Subscriber’s Official Name

  	
  Neat Group Corporation

  
	
  D/B/A (Doing Business As)

  	
  Neat Group Corporation

  
	
  Address (Main Office)

  	
  500 W. Madison, 10th Floor

  
	
  City, State, Zip Code

  	
  Chicago, 
  IL  60661

  
	
  County

  	
  Cook

  	
   

  	
  Email Address

  	
  n/a

  
	
  Phone Number

  	
  n/a

  	
   

  	
  Fax Number

  	
  n/a

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Business Entity:

  	
  x

  	
   Corporation

  	
   

  	
   Limited
  Liability Company

  	
   

  	
   Partnership

  
	
   

  	
   

  	
   Sole
  Proprietorship

  	
   

  	
   Other
  (describe)

  	
   

  	
   

  
	
   

  	
   

  
	
  State of Incorporation or Partnership Formation

  	
  Delaware

  
	
   

  	
   

  
	
  ARC Number (Main Office)

  	
   

  	
   

  	
  Tax I.D. Number

  	
  01-0774064

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Landlord Name

  	
   

  	
   

  	
  Landlord Phone Number

  	
   

  
																			



 


PRINCIPALS (List Owners/Officers/Partners/Etc.;
Attach Additional Page if Necessary)


 


	
  1.

  	
  Mr./Ms.

  	
   

  	
  Social Security No.

  	
   

  
	
   

  	
  Title

  	
   

  	
  Home Phone

  	
   

  
	
   

  	
  Home Address

  	
   

  
	
   

  	
   

  	
   

  
	
  2.

  	
  Mr./Ms.

  	
   

  	
  Social Security No.

  	
   

  
	
   

  	
  Title

  	
   

  	
  Home Phone

  	
   

  
	
   

  	
  Home Address

  	
   

  
	
   

  	
   

  	
   

  
	
  3.

  	
  Mr./Ms.

  	
   

  	
  Social Security No.

  	
   

  
	
   

  	
  Title

  	
   

  	
  Home Phone

  	
   

  
	
   

  	
  Home Address

  	
   

  
								



 


BILLING ADDRESS


 


        Check here if same address as Main
Office above and indicate contact name below.


 


	
  Street Address:

  	
  500 W. Madison, 10th floor

  
	
  City/State/Zip:

  	
  Chicago, IL 60661

  
	
  ATTN:

  	
  Accounts Payable

  
			



 


Please provide
Apollo Galileo USA Partnership written notice, as specified in


the notices
section of the Agreement, of any changes to this information.


 


4

















 


SUBSCRIBER SERVICES AGREEMENT


 


This Subscriber Services Agreement (“Agreement”) is entered into
between the individual or entity specified on the Customer Profile (“Subscriber”)
and Apollo Galileo USA Partnership (“Galileo”), a Delaware partnership with its
principal office at 7 Sylvan Way, Parsippany, NJ 07054.


 


 


1.               DEFINITIONS


 


A.           “Booking” means a reservation that meets all of the
following criteria and is made for the services of an air, car, hotel, cruise
or tour vendor that participates in the System at a full service level:


 


•      is
made by Subscriber, Client Users or Subscriber’s end-user customers in the
System


•      results
in a full service participation fee payable by the vendor to Galileo
International, Inc. or any of its subsidiaries (“Participation Fee”)


•      is
not speculative, duplicative, fictitious, or made solely for the purpose of
achieving productivity-based booking objectives


•      is
not a passive air, car, hotel, cruise or tour booking


•      with
respect to air bookings, a valid air ticket or other approved document has been
produced in connection with the booking


•      with
respect to a cruise or tour booking, has been made via LeisureShopper®, but
excludes cruise bookings  made via
Galileo CruiseSM


•      with
respect to an Internet booking, (a) has been made through a pseudo city code
included under this Agreement; and (b) has not been made via e-Agent


 


For all calculations of total Bookings under this
Agreement, cancellations will be deducted from such total.  Further, each Booking made by Subscriber
using LeisureShopper will constitute three Bookings.  For purposes of this definition, “full
service level” means that the vendor provides schedules, availability, booking
capability, fares/rates, and if an airline, ticketing capability through the
System, and specifically excludes all airlines that issue travel authority by
way of a ticketless transaction (i.e., neither paper nor electronic tickets).  Galileo reserves the right to modify this
definition from time to time upon the introduction of new or revised vendor
participant offerings.


 


                        B.    “Client
User” means a third party for whom Subscriber provides travel-related services
via a System installation at such third party’s premises and whose use of the
Services is authorized and governed by this Agreement.  A Client User may not include any ARC
appointed travel agency or a vendor of a computerized reservation system.


 


                        C.    “Documentation”
means all manuals, operating procedures, instructions, guidelines, and other
materials provided by Galileo to Subscriber, including electronic formats.


 


                        D.    “Location”
means the premises at which Services are provided by Galileo to Subscriber.


 


                        E.     “Services”
means all software provided hereunder (“Software”), all hardware provided
hereunder (“Hardware”), access to a computerized reservation system (“System”),
support, and such other services provided to Subscriber by Galileo.


 


                        F.     “Services
Summary” means the attachment hereto which identifies the Services to be
provided by Galileo to Subscriber in accordance with the terms of this
Agreement.


 


                        G.    “Transaction”
means a message accessing the System that is transmitted by Subscriber, a
Client User or Subscriber’s end-user customers.


 


5

















 


2.               PROVISION OF SERVICES


 


                        Subscriber has requested and, pursuant to
the terms and conditions of this Agreement, Galileo will provide to Subscriber
the Services, which Services shall include a license to use the Software.  Galileo owns or properly licenses each of the
Services and is authorized to distribute the Services to Subscriber.  Galileo will deliver and install the Hardware
and provide access to the System, provided that Subscriber has, at its own
expense, made any construction, wiring or other modification necessary to
install and connect the Services.  At
Subscriber’s request and upon Galileo’s approval, additional Services may be
provided by Galileo, whereby all terms of this Agreement shall apply to such
additional Services.


 


3.     USE OF SERVICES


 


                        A.    Subscriber
has no ownership, right or title in or to any Services, and may not remove
identifying marks from the Services or subject same to any lien or
encumbrance.  Subscriber will utilize the
Services strictly in accordance with the Documentation.  Prohibited uses include making speculative,
duplicative or fictitious bookings, and any other use which is not in
accordance with the provisions of this Agreement and the Documentation.  Subscriber must limit access to the Services
to its employees, agents, contractors and Client Users having a need for such
access (each an “Authorized User”) and may not disclose or make the Services,
including System displays, available to any other third party, or train any
other third party in the operation of the Services.  Subscriber is responsible for ensuring that
the Authorized Users adhere to all terms of this Agreement and shall be liable
to Galileo in the event that an Authorized User violates any term hereof.  Notwithstanding anything to the contrary,
Subscriber may subcontract the use of the Services to third parties acting on
behalf of Subscriber, but may not sublicense the Services to any third parties
for their own use; provided that such third parties comply with the terms of this
Agreement and are not competitors of Galileo. 
Such third party contractors shall be deemed Authorized Users.  Subscriber shall provide Galileo in writing:
(i) a list of any such sublicensees as of the Contract Effective Date,
including the address(s) where the Services will be utilized by the
sublicensees; and (ii) at least 30 days prior notice of any changes to the list
during the term of this Agreement.


 


                        B.    Galileo
will provide repair and maintenance services for the Hardware.  Subscriber is prohibited from performing
repair and maintenance on the Hardware itself or through a third party.  Subscriber may not install third-party
devices within the Hardware.  Subscriber
shall be responsible for all costs and expenses of repair required for any
reason other than ordinary, authorized use. 
The parties acknowledge that this Agreement is not exclusive.  The parties acknowledge that Subscriber shall
not be obligated to use any Services. 
Without limiting the foregoing and for purposes of clarification, Orbitz
may use another GDS to access air and car vendors and shall have no obligation
to use the Services with respect to any category of vendor.


 


                        C.    Galileo
may enhance, modify or replace (collectively “Update”) any of the Services at
any time.  With respect to any Update
that could materially affect Subscriber’s access to the System(s) or use of the
Services, Galileo shall use commercially reasonable efforts to provide
Subscriber written notice of such Update at least sixty (60) days prior to the
deployment of such Update to its general customer base.  If Subscriber elects to use an Update, such
use shall constitute its agreement to abide by the terms and conditions
pertaining to such use as established by Galileo.  Subscriber acknowledges that there may be
instances where Subscriber is required by Galileo to use an Update; provided,
however, in such event, Galileo agrees that there shall be no additional charge
to Subscriber for its use of such Update. 
Subscriber acknowledges that during the term of this Agreement the
functionality of selling cruises via LeisureShopper may be moved entirely to
the Galileo Cruise product.


 


                        D.    Subscriber
shall obtain, install on all Galileo-provided and Subscriber-provided hardware,
and maintain, at its expense, up-to-date computer virus detection software.


 


4.     PRODUCT-SPECIFIC PROVISIONS


 


                        The following provisions shall apply when Subscriber
elects to license the product specified or operate in the manner specified.


 


                        A.    Subscriber-Provided
Communications Access.  If Subscriber
elects to access the System via its own Internet communications method (“User
Access”), such as DSL, dial-up phone line, ISDN or cable access, then Subscriber
is


 


6

















 


responsible for
obtaining, installing, supporting, and maintaining all components of the User
Access and paying all charges assessed by the communications provider.  Subscriber acknowledges that, in order to
minimize unauthorized access to the system and the data contained therein,
Galileo recommends that Subscriber establish a firewall, in which case
Subscriber shall configure such firewall in accordance with documentation
supplied by Galileo upon Subscriber’s request. 
Subscriber further acknowledges that accessibility and response times
may vary, depending upon the capacity and connectivity of its selected
communications provider.  Galileo shall
license to Subscriber the appropriate Software for each Location, but shall
have no responsibility whatsoever with respect to the User Access, including, but
not limited to, the performance or reliability of the User Access.


 


                        B.    Subscriber-Provided
Equipment.  If Subscriber elects to
install and use its own hardware and local area network (LAN) operating
environment to access the System, then the following shall apply:


 


	
   

  	
   

  	
  (i)

  	
   

  	
  Subscriber may copy the applicable Software for its
  internal use only and may install it on an unlimited number of Subscriber
  workstations. The number of users who may concurrently access the System at a
  Location is equal to the number of global terminal identifiers (“GTID’s”)
  licensed by Subscriber from Galileo for that Location, as set forth on the
  Services Summary.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)

  	
   

  	
   Subscriber is responsible for
  obtaining, implementing, installing, supporting, and maintaining the LAN, the
  LAN operating system, the workstation operating system, and all hardware and
  other software required to utilize the Services, but which is not provided by
  Galileo, and for all expenses related thereto.  At Subscriber’s request and upon Galileo’s
  approval, support services for the foregoing may be available from Galileo,
  at Subscriber’s expense.

  



 


                        C.    Remote
Users.  If Subscriber elects to allow
employees or clients (“Remote Users”) to access the System from a remote
location via User Access, as defined in Section 4.A above, then, in addition to
the terms set forth in Section 4.A, the following shall apply.


 


	
   

  	
   

  	
  (i)

  	
   

  	
  Subscriber must ensure that each Remote User secures
  the appropriate hardware and software necessary to access the System in
  accordance with the Documentation.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)

  	
   

  	
  Subscriber is responsible for (a) installing the
  applicable Software; (b) training each of its Remote Users; and (c) ensuring
  that all Remote Users have adequate expertise in all areas of the System
  functionality necessary to utilize the Software. In addition, Subscriber must
  obtain, install and configure its selected browsing and e-mail packages.
  Galileo will not provide Remote Users any training or support.

  



 


                        D.       Second
PVC.  If Subscriber desires a second
PVC (permanent virtual circuit) for non-System transactions, including, but not
limited to, Internet access and email (collectively, “value-added services” or “VAS”)
transactions, then the following shall apply.


 


	
   

  	
   

  	
  (i)

  	
   

  	
  Subscriber is responsible for acquiring the software
  and other products required to meet Subscriber’s needs for VAS functionality
  and for all expenses related thereto.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)

  	
   

  	
  Subscriber expressly acknowledges that Galileo’s
  support responsibility is limited to the communications line. Galileo has no
  liability whatsoever with respect to Subscriber’s use of VAS, including, but
  not limited to, access to the Internet, email functionality, other software
  used by Subscriber, and computer viruses.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iii)

  	
   

  	
  Subscriber shall advise Galileo of the committed
  information rate (CIR) it desires. If, due to increased usage or other
  reasons, Subscriber elects to increase the CIR, Galileo will provide such
  increased CIR subject to Subscriber’s agreement to the applicable increase in
  charges.

  



 


                        E.     Selective
Access/Global Access.  Galileo will
license to Subscriber Selective Access and, if desired, Global Access, whereby
Subscriber may authorize another Galileo subscriber to access the client
records entered into the System by Subscriber; provided, however, Galileo shall
have no responsibility or liability whatsoever with respect to such
authorization or access.


 


7

















 


                        F.     GlobalWare
Software.  Galileo will license
GlobalWare Software to Subscriber for use by Subscriber’s employees in
performing certain administrative travel agency management and reporting
functions.


 


	
   

  	
   

  	
   

  	
  (i)

  	
   

  	
  Subscriber will not
  place a single-user version of GlobalWare Software on a file server in a
  local area network environment. If Subscriber desires multiple-user access to
  GlobalWare Software, Subscriber must (a) license the multi-user version of
  GlobalWare Software from Galileo; (b) advise Galileo of the number of users
  that will use the GlobalWare Software concurrently; and (c) advise Galileo if
  such number of users changes during the term of this Agreement.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii)

  	
   

  	
  Subscriber must ensure
  that its own hardware used in conjunction with the GlobalWare Software meets
  the specifications recommended by Galileo, which may change from time to time.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (iii)

  	
   

  	
  Subscriber is
  responsible for the supervision, management, and control of Subscriber’s use
  of the GlobalWare Software, including, (a) assuring proper machine
  configuration, program installation, audit controls, and operating methods; (b)
  establishing adequate backup plans; and (c) implementing sufficient
  procedures and checkpoints to satisfy its requirements for security, accuracy
  of input and output, and recovery in the event of malfunction.

  



 


                        G.    Managed
VPN (Virtual Private Network).  If
selected by Subscriber, Galileo will obtain for Subscriber business-grade DSL
Internet access and will manage the availability of such access by monitoring
the connection on a 24x7 basis. 
Subscriber acknowledges that subsequent to the execution of this
Agreement, the DSL-provider selected by Galileo shall make an onsite visit to
the applicable Location(s) in order to determine the availability of the
appropriate DSL functionality.  In the
event that the DSL-provider determines that appropriate DSL functionality is
not available at the Location for any reason, then Subscriber shall advise
Galileo of its desired alternative access method and this Agreement shall be
amended to modify the Services and applicable charges set forth on each
Services Summary hereto.


 


5.     CHARGES


 


                        A.    The
charges payable under this Agreement are set forth on the attachments
hereto.  Payments due under this
Agreement will be paid within 30 days of invoice date.  Subscriber will reimburse Galileo for all
taxes and other governmental assessments incurred in the provision of Services
by Galileo.  Past due balances will
accrue interest at the rate of 11⁄2% per month compounded or the maximum rate
permitted by law, whichever is less. 
Payments returned for insufficient funds or any other reason will be
assessed Galileo’s current fee therefor.  Notwithstanding the preceding, the parties
agree that the payment terms contained in this Section 5.A will not apply so
long as the parties are affiliated entities under common control.  During such time as the parties are under
common control, payments due under this Agreement shall be settled via
intercompany entries pursuant to the Custom Terms and Conditions Attachment
attached hereto.


 


                        B.    All
communications concerning disputed invoiced amounts must be made in writing and
received by Galileo within 60 days of invoice date to Galileo International,
ATTN: Billing Department, 7 Sylvan Way, Parsippany, NJ 07054.  Any invoice not disputed as specified herein
within such 60-day period will be conclusively deemed correct.


 


                        C. 
Subscriber shall be liable for and agrees to reimburse Galileo for all
costs incurred by Galileo to collect from Subscriber past due amounts which
have accrued under the Agreement.  All
charges related to communications lines are subject to increases; provided,
however, such increases will not exceed 10% per calendar year.


 


6.     LICENSE RESTRICTIONS


 


                        Subscriber may not copy, reproduce or
duplicate the Software or Documentation or any portion thereof, except to the
extent reasonably necessary for backup purposes.  Subscriber may not modify, alter,
disassemble, reverse assemble, reverse compile, or reverse engineer the
Software or any portion thereof.  The Software
is the proprietary information and trade secret of Galileo or its licensors.  All licenses for Software terminate upon
expiration or any termination of the Agreement.


 


8

















 


7.     RISK OF LOSS


 


                        Subscriber accepts full responsibility
for loss of or damage to the Hardware, excluding ordinary wear and tear, and,
in the event of any such loss or damage, Subscriber must pay Galileo the
insurance value therefor, as specified on the Services Summary.


 


8.     THIRD PARTY PRODUCTS


 


                        Galileo has no liability whatsoever with
respect to any product that is not provided by Galileo and is used by
Subscriber in conjunction with the Services (“Third Party Product”).  Subscriber shall indemnify and hold harmless
Galileo for all liabilities, costs and expenses resulting from or related to a
Third Party Product.  If Subscriber’s use
of a Third Party Product adversely affects the use of the System by other
customers of Galileo, then Galileo may require that Subscriber discontinue its
use of such Third Party Product until it can demonstrate that it has resolved the
adverse effect.


 


9.     WARRANTIES


 


A.           Galileo represents and warrants that:  (i) it is the owner or authorized licensee of
the Software; (ii) it has the right to provide the Services to Subscriber; and
(iii) it shall use commercially reasonable efforts to maintain the availability
of the System.


 


                        B.    This
warranty shall be null and void if Subscriber (i) fails to use the Services in
accordance with the Documentation and this Agreement; (ii) fails to use
required Updates; or (iii) makes any unauthorized change to the Services.  Furthermore, Galileo shall have no liability
to Subscriber whatsoever if Subscriber’s use of a Third Party Product
proximately causes the failure of performance under Section 9.A.


 


                        C.    OTHER
THAN AS SET FORTH HEREIN, EACH PARTY (i) MAKES NO OTHER WARRANTY WITH RESPECT
TO THE SERVICES OR ANY PRODUCTS OR SERVICES PROVIDED BY  SUCH PARTY; (ii) MAKES NO WARRANTY WHATSOEVER
WITH RESPECT TO THIRD PARTY PRODUCTS; AND (iii) EXPRESSLY DISCLAIMS ALL OTHER
WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.  GALILEO DOES NOT
WARRANT THAT THE SERVICES WILL MEET SUBSCRIBER’S REQUIREMENTS OR WILL BE
UNINTERRUPTED OR ERROR-FREE, OR THAT ERRORS WILL BE CORRECTED.  EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN CONNECTION
WITH ANY INDEMNITY OBLIGATIONS HEREUNDER, GALILEO’S LIMITED WARRANTIES ARE IN
LIEU OF ALL LIABILITIES OR OBLIGATIONS OF GALILEO FOR DAMAGES ARISING OUT OF OR
IN CONNECTION WITH THE SERVICES PROVIDED UNDER THIS AGREEMENT.


 


                        D.    Subject
to Section 9.B, in the event of a claim by a third party against Subscriber due
solely to an alleged breach of a warranty set forth in Section 9.A(i) or
9.A(ii), Galileo will defend Subscriber and hold Subscriber harmless against
such claim; provided that (i) Subscriber notifies Galileo of such claim within
30 days after it becomes aware of the claim; (ii) Galileo controls the defense
and any settlement of such claim; and (iii) Subscriber cooperates in Galileo’s
defense of the claim.  Furthermore, if
Galileo is found to be in breach of a warranty set forth in Section 9.A,
Galileo shall, at its option and expense, modify or replace the component of
the Services causing the breach or, in the case of a breach of Section 9.A(i)
or 9.A(ii), may instead obtain for Subscriber the right to continue to use such
component of the Services.


 


                        E.              The remedies available under this Section
9 are exclusive of any other remedy provided for in this Agreement or any other
remedy, now or hereafter existing at law, in equity, by statute or otherwise
for breach of Section 9.A.


 


                        F.     Subscriber
represents and warrants that:  (i) each
Location is owned or controlled by Subscriber and that Subscriber has the
authority to enter into this Agreement on behalf of each such Location or, in
the event that Services are provided at a Client User Location, Subscriber has
been authorized by such Client User to install the Services at its premises;
and (ii) to the best of Subscriber’s knowledge, no written or oral
representation or warranty made or information furnished by Subscriber to
Galileo, including the Customer Profile, contains any untrue statement of
material fact.


 


9

















 


10.   LIMITATION OF LIABILITY


 


                        EXCEPT FOR THE SPECIFIC REMEDIES PROVIDED
IN SECTION 8, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY, ITS
AFFILIATES, EMPLOYEES, AGENTS OR ANY OTHER PERSONS FOR ANY INDIRECT,
INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES,
INCLUDING, WITHOUT LIMITATION, LOSS OF USE, LOSS OF OR DAMAGE TO RECORDS OR
DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, REVENUE
AND/OR PROFITS, SUSTAINED OR INCURRED REGARDLESS OF THE FORM OF ACTION, WHETHER
IN CONTRACT, TORT OR OTHERWISE, INCLUDING WITHOUT LIMITATION NEGLIGENCE, STRICT
LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH DAMAGES WERE FORESEEN OR
UNFORESEEN AND REGARDLESS OF WHETHER SUCH PARTY HAD RECEIVED NOTICE OR HAD BEEN
ADVISED, OR KNEW OR SHOULD HAVE KNOWN, OF THE POSSIBILITY OF SUCH DAMAGES OR
LOSSES.


 


11.         TERM; TERMINATION


 


                        A.    The
term of this Agreement is as specified on the Custom Terms and Conditions
Attachment hereto.


 


                        B.    If
either party becomes insolvent; if a receiver of a party’s assets is appointed;
if a party takes any step leading to its cessation as a going concern; or if a
party ceases to do business or otherwise ceases or suspends operations for
reasons other than an event of force majeure, then the other party may
immediately terminate this Agreement on written notice or may require that certain
conditions are met in order to avoid such termination.


 


                        C.    If
either party (the “Defaulting Party”) fails to perform or observe any of its
material obligations hereunder, and such failure continues for a period of 30
business days after written notice from the other party (the “Insecure Party”)
(except in the case of any payments due by Subscriber where the period to cure
such nonpayment shall be five days after notice and except in any circumstance
where a cure is impossible in which case there shall be no cure period) then
the Insecure Party may immediately terminate this Agreement.  If Subscriber is the Defaulting Party
hereunder, then, without prejudice to any other rights or remedies of Galileo,
including the right to recover liquidated damages, all or any of the rights of
Subscriber under this Agreement may, at the option of Galileo, be terminated,
reduced or restricted.


 


                        D.    Notwithstanding
anything to the contrary in this Agreement, provisions which by their nature
and intent should survive expiration or termination, including, but not limited
to, those related to confidentiality, damages, Software license restrictions,
and risk of loss, shall so survive.


 


                        E.              If Galileo terminates this Agreement
pursuant to this Section 11, or if Subscriber terminates this Agreement other
than pursuant to this Section 11 or Section 17 hereof, then Subscriber shall
pay to Galileo all amounts of promotional support as specified on the Services
Summary.


 


                        F.              In the event Subscriber undergoes a
change of control (i.e., any person or entity acquires fifty percent (50%) or
more of Subscriber’s issued and outstanding shares or other ownership
interests), such that the parties are no longer affiliated entities under
common control, then Galileo may terminate this Agreement upon written notice
to Subscriber in the event the parties are unable to renegotiate mutually
agreeable financial terms to this Agreement within 60 days of the change of
control.


 


12.   INDEMNIFICATION


 


                        A.    Each
party (“Indemnitor”) shall indemnify and hold harmless the other party, its
owners, officers, directors, employees, agents, successors and assigns (each an
“Indemnitee”), against and from third party liabilities, including reasonable
attorneys’ fees, costs and expenses incident thereto, which may be incurred by
an Indemnitee solely by reason of any injuries or deaths of persons, or the
loss of, damage to, or destruction of property, including loss of use thereof,
arising out of or in connection with any act, failure to act, error or omission
of the Indemnitor, its officers, directors, employees, agents or subcontractors
in the performance or failure of performance of its obligations under this
Agreement.


 


10

















 


                        B.    Subscriber
shall indemnify and hold harmless Galileo, its owners, officers, directors,
employees, agents, successors and assigns, against and from any and all third
party liabilities, including reasonable attorneys’ fees, costs and expenses
incident thereto, which may be incurred by Galileo solely as a result of
Subscriber’s use of the Services, including, without limitation, fraudulent
bookings, unintended errors, or incorrect information.


 


13.   DAMAGES


 


                        If Galileo terminates this Agreement due
to a breach by Subscriber, or if Subscriber is otherwise in breach of this
Agreement, then Subscriber shall pay to Galileo damages as follows: (i) Galileo’s
then-current Deinstallation Charge for removal of the Services; (ii) all past
due amounts which have accrued under the Agreement, plus (iii) all reasonable
direct costs and expenses incurred in connection with termination.  Further, nothing contained in this Section 13
shall be deemed to limit the indemnification obligations specified elsewhere in
this Agreement.


 


14.   CONFIDENTIALITY


 


                        Neither party shall disclose the trade secrets and
proprietary and confidential information of the other party, including, but not
limited to, the provisions of this Agreement; provided, however, either party
may share the terms of this Agreement with its accountant and attorney strictly
on a need-to-know basis.  Neither party
shall use the product names or logo of the other party in brochures, proposals,
contracts or other publicly disseminated materials without first securing the other
party’s written approval.  Galileo shall
not use the data entered into the System to influence any passenger’s choice of
travel vendor or travel agency or to cause Subscriber’s customers to deal
directly with Galileo, a travel vendor, or another travel agency.


 


15.         GOVERNING LAW; JURISDICTION


 


                        This Agreement and any disputes arising
under or in connection with this Agreement shall be governed by the internal
laws of the State of Illinois, without regard to its conflicts of laws
principles.  All actions brought by
Galileo to enforce, arising out of or relating to this Agreement shall be
brought and tried in federal or state courts located within the County of Cook,
State of Illinois, and all such actions brought by Subscriber shall be brought
and tried in federal or state courts located within the county chosen by
Subscriber.  The parties hereby consent
to submit to the personal jurisdiction of such courts and to venue therein.


 


16.   SALE AND ASSIGNMENT


 


                        Neither party may assign, without the express
prior written consent of the other party, 
its rights, duties or obligations under this Agreement to any person or
entity, in whole or in part; provided, however, each party may assign this
Agreement or any of its rights, duties or obligations hereunder to any parent,
subsidiary or affiliate under common control or a successor in business upon
written notice to the other party, provided that (a) the assignee is not a
competitor of the other party; and (b) the assignee is capable of adequately
performing the rights, duties or obligations so assigned, as provided herein.


 


17.         CESSATION OF BUSINESS


 


                        A.    In
the event that Subscriber ceases business operations, Subscriber will request
the deinstallation of all Services under this Agreement and advise Galileo of
its intention to terminate this Agreement by providing Galileo at least 30 days’
advance written notice.  In such event,
and provided that Subscriber meets all of the conditions specified in this
Section 17, each party shall be released from all further performance
obligations under this Agreement.


 


                        B.    Galileo’s
release of Subscriber’s obligations are conditional upon (i) Subscriber’s
representation and warranty that none of its principals will continue to have
any ownership interest in any travel-related business whereby airline, car
rental and/or hotel reservations are made through any computerized reservations
system, including the Internet; and (ii) Subscriber’s payment of all accrued
unpaid charges, plus the then-current deinstallation charge for removal of the
Services, and further conditioned that, in the event Subscriber or any of its
principals resume operations as a travel agency or any business whereby
airline, car rental and/or hotel reservations are made through any computerized
reservations system, including the Internet, either under Subscriber’s current
name or another name or entity, prior to the natural expiration of this
Agreement, Galileo will be given the right of first refusal to reautomate


 


11

















 


with Galileo’s Services
at least equivalent to those discontinued hereunder, at the then-prevailing
rates or as otherwise negotiated.


 


C.             Subscriber acknowledges and agrees that the terms of
this Section 17 shall not apply if Subscriber’s cessation of business is a
result of an acquisition of Subscriber or any portion of its assets by another
entity, or the merger of Subscriber with another entity.


 


18.   GENERAL


 


                        A.    Except
for Subscriber’s payment obligations hereunder, neither party shall be deemed
to be in default or liable for any delays if and to the extent that performance
is delayed or prevented by an event of force majeure.


 


                        B.    Galileo
or its agent shall have the right to enter upon any Location during normal
business hours for the purpose of (i) monitoring, inspecting, or repairing the Hardware;
(ii) monitoring the users’ operation of the Services; and (iii) removing the
Services, at Subscriber’s expense, upon expiration or any termination of this
Agreement.


 


                        C.    Nothing
in this Agreement is intended or shall be construed to create any agency,
partnership or joint venture relationship between the parties.


 


                        D.            The failure of either party to exercise
or its waiver or forbearance of any right or privilege under this Agreement
shall not be construed as a subsequent waiver or forbearance of any such term
or condition by such party.


 


                        E.              Any notice permitted or required to be
given hereunder shall be sent by first class mail, postage prepaid, or by any
more expedient written means to the address of Subscriber as specified on the
Customer Profile; notices to Galileo shall be sent to:  Galileo, 7 Sylvan Way, Parsippany, New Jersey
07054, ATTN:  Legal Department-Contract
Notices.


 


                        F.              If any provision of this Agreement is
held invalid or otherwise unenforceable, the enforceability of the remaining provisions
will not be impaired thereby.


 


                        G.    In
the event of an action to enforce this Agreement or to seek remedies for a
breach of this Agreement, the prevailing party shall be entitled to receive
from the other party reimbursement of its reasonable attorneys’ fees, expenses
and court costs.


 


                        H.    Galileo
guarantees the airfares displayed in the System, strictly subject to its
then-current fare guarantee program as specified in the System profile
S*TLQ/INFO-DEBIT.


 


19.   ENTIRE AGREEMENT


 


                        This Agreement, together with the Custom Terms and
Conditions Attachment, the Services Summary, the Additional Services
Attachment, and any other attachments hereto, constitutes the entire agreement
and understanding of the parties on the subject matter hereof and, as of the
Contract Effective Date, supersedes all prior written and oral agreements
between the parties, including that certain Subscriber Services Agreement
(Contract No. 0180405) between Trip Network, Inc. and Galileo dated September
17, 2004, but excluding amounts due Galileo which may have accrued under any
prior agreement.  This Agreement may be
modified only by written agreement of the parties.  In the event that the provisions of an
attachment conflict with any terms herein, then the provisions of the attachment
shall control.


 


12

















 


 


By signing below the parties acknowledge their acceptance of the terms
and conditions of this Agreement and its attachments.


 


 


 


	
  Executed on behalf of Subscriber

  	
   

  	
  Executed on behalf of Galileo

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
  /s/ JEFF GIANT

  	
   

  	
  Signature:

  	
  /s/ TERESA BROWN

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Printed Name:

  	
  Jeff Giant

  	
   

  	
  Printed Name:

  	
  Teresa Brown

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  VP Hotels

  	
   

  	
  Title:

  	
  Senior Manager, Contracts

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  July 17, 2006

  	
   

  	
  Date:

  	
  July 21, 2006

  
	
   

  	
   

  	
   

  	
   

  	
   

  
							



 


 


13

















 


CUSTOM TERMS AND
CONDITIONS ATTACHMENT


 


 


TERM


This Agreement will commence on 01-JAN-2005 (“Contract
Effective Date”) and will continue until terminated by either party upon sixty
(60) days prior written notice to the other party.


 


PRODUCTIVITY PROGRAM


 


All charges under this Agreement are subject to the terms and
conditions of this Section (“Productivity Program”).


 


A.           Each month, Galileo will calculate the total number of
net Bookings made by Subscriber during the prior month.  For each Booking made by the entities
specified below, Galileo will credit the respective Booking Incentive set forth
below:


	
  Entity

  	
   

  	
  Booking Incentive

  	
   

  
	
  Orbitz, LLC

  	
   

  	
  (***)

  	
   

  
	
  Trip Network,
  Inc. (d/b/a Cheap Tickets)

  	
   

  	
  (***)

  	
   

  
	
  Internetwork Publishing
  Corporation (d/b/a/ Lodging.com)

  	
   

  	
  (***)

  	
   

  
	
  Neat Group
  Corporation

  	
   

  	
  (***)

  	
   

  



 


                        B.    On
a monthly basis, Galileo will prepare a reconciliation statement that will
identify all charges incurred by Subscriber (“Total Charges”) by entity and the
total Booking Incentives earned (“Total Incentives”) by entity for the prior
month.  If the Total Incentives exceeds
the Total Charges, Galileo will pay the difference to Subscriber; if the Total
Charges exceed the Total Incentives, Subscriber will pay the difference to
Galileo.  All payments due hereunder will
be paid within 30 days of the reconciliation statement date.  Notwithstanding the preceding, the parties
agree that for so long as the parties are affiliated entities under common
control (i) the above-referenced monthly reconciliation statement will be
prepared by the third business day of the following month (for example, the
reconciliation for the month ending January 31, 2006 will be provided to
Subscriber by February 3, 2006); and (ii) all payments due under this Agreement
will be settled via intercompany entries booked by Galileo by the third
business day of each month.


 


                        C.    In
the event that, as a result of cancellations, Subscriber’s total number of
Bookings during a month is negative, then Subscriber will pay to Galileo an
amount equal to the applicable Booking Incentive multiplied by such quantity of
negative Bookings, and the result thereof shall be added to the Total
Charges.  All calculations under this
Agreement will be based solely on Galileo’s records, absent manifest error.  Galileo may elect to further offset the Total
Incentives earned by Subscriber hereunder with respect to which monies are due
by Subscriber under any agreement between Subscriber and Galileo or any of
Galileo’s parents, subsidiaries or affiliates. 
If Galileo elects to offset the Total Incentives by any such amounts,
Galileo will provide Subscriber 30 days’ prior notice of the offset.  Galileo will also provide Subscriber a reconciliation
statement detailing such offset.


 


 


MATERIAL REVENUE CHANGE


 


A.           In the event of any change to the
Participation Fee (“Fee Change”), the parties will use best efforts to
negotiate appropriate modifications to the terms of this Agreement.  Galileo will notify Subscriber of the Fee
Change and the effective date of the Fee Change (“Fee Change Effective Date”),
and the parties shall, within 90 days of the date of Galileo’s notice, execute
an amendment to this Agreement evidencing the modifications.  The parties acknowledge that the
modifications shall become effective as of the Fee Change Effective Date,
unless otherwise mutually agreed upon.


 


B.             Galileo may suspend all financial
incentive payments under this Agreement and Subscriber may suspend its payment
of the charges hereunder from the Fee Change Effective Date until the effective
date of the aforementioned amendment or expiration of the 90-day notice period,
whichever first occurs.  If the parties
are unable to reach agreement within such 90-day period, then (i) commencing on
the Fee Change Effective Date and continuing thereafter for the term of this
Agreement, Galileo may reduce the financial incentives under this Agreement by
the amount of the Fee Change; and (ii) either party may terminate this
Agreement for convenience, whereby neither


 


14

















 


party will be
further obligated hereunder, except that Galileo will pay Subscriber any
financial incentive payments that were suspended, subject to an adjustment
equivalent to the Fee Change, and Subscriber will pay all charges that accrued
prior to the termination.


 


C.             Notwithstanding the terms of the
preceding paragraph, Galileo may, at any time prior to execution of an
amendment as contemplated in paragraph A above, or termination of this
Agreement as described in paragraph B above, withdraw its request to negotiate
the terms of this Agreement, in which case all terms of this Agreement shall
remain in full force and effect.


 


 


 


WAIVED
VARIABLE CHARGES


 


Galileo will waive all  the
Variable Charges, as indicated on the Additional Services Attachment, provided
that Subscriber is meeting all of its obligations under this Agreement.


 


 


15

















 


 


ADDITIONAL SERVICES ATTACHMENT


 


 


This Additional
Services Attachment sets forth various charges (“Variable Charges”) that may
apply to Subscriber based on its use of the System, products, features and
services, requested projects, and various other items (collectively, “Additional
Items”).  These Variable Charges are
assessed monthly, unless otherwise specified. 
New or revised Additional Items may be offered to Subscriber from time
to time.  Subscriber’s use of or request
for an Additional Item will constitute its agreement to pay the associated
Variable Charges and to follow the procedural guidelines established by
Galileo.  Galileo may discontinue its
provision of any Additional Item upon written notice to Subscriber.  For purposes of this Attachment, the term “pseudo”
means the unique alpha/numeric designator(s) assigned by Galileo for a
Location.


 


 


	
  TICKETING
  TRANSMISSIONS (AGENCY)* (home office location and branches)

  	
   

  	
   

  	
  (***) each

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  TICKETING
  TRANSMISSIONS (STP)* (satellite ticket printer locations)

  	
   

  	
   

  	
  (***) each

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  *On a monthly
  basis, per Location, Galileo will calculate the total number of transmissions
  resulting in each of the following: tickets (including electronically
  transmitted tickets or entitlements), boarding passes, itineraries, invoices
  (including those utilizing the Ticket Invoice Numbering System “TINS”), and
  machinable interface records. The greatest quantity of transmissions for one
  of these items will be assessed the $0.30 each charge.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  PRO-FILESTM - 50
  per pseudo per month at no charge; thereafter:

  	
   

  	
   

  	
  (***) each

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  PREVIEW PLUSTM

  	
   

  	
   

  	
   

  
	
  Demand Mode

  	
   

  	
   

  	
  (***) per request

  	
   

  
	
  Quick Return
  Mode

  	
   

  	
   

  	
  (***) per request

  	
   

  
	
  Batch Mode

  	
   

  	
  n/c

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  PRINT QUEUE

  	
   

  	
   

  	
  (***) per request

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  AUTOMATED ARC
  REPORT

  	
   

  	
   

  	
  (***) per pseudo

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  GROUPMANAGERTM
  TICKET SUMMARY REPORT

  	
   

  	
   

  	
  (***) per pseudo

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  PAST DATE QUICKTM
  (maximum $60.00 per month, per pseudo)

  	
   

  	
   

  	
  (***) per record

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SELECTIVE
  ACCESSTM

  	
   

  	
   

  	
   

  
	
  One-Time Fee

  	
   

  	
   

  	
  (***)

  	
   

  
	
  Customized
  Permission Record

  	
   

  	
   

  	
  (***) each

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  GLOBAL ACCESSTM

  	
   

  	
  $

  	
  n/c

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  VIEWPOINTTM
  MAPPING

  	
   

  	
   

  	
   

  
	
  One-Time Fee

  	
   

  	
   

  	
  (***) per Location

  	
   

  
	
  Monthly Fee

  	
   

  	
   

  	
  (***) per Location

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  TELECHECK

  	
   

  	
   

  	
   

  
	
  Activation Fee
  (one-time fee)

  	
   

  	
   

  	
  (***) per pseudo

  	
   

  
	
  Monthly Fee

  	
   

  	
   

  	
  (***) per pseudo

  	
   

  
	
  Transaction Fee
  - 50 per pseudo per month at no charge; thereafter:

  	
   

  	
   

  	
  (***) each

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ADDRESS
  VERIFICATION (fee waived for Telecheck subscribers)

  	
   

  	
   

  	
  (***) per pseudo

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  PRIVATEFARESTM
  (one-time fee)

  	
   

  	
   

  	
  (***)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  APOLLOMONITORTM

  	
   

  	
   

  	
  (***) per pseudo

  	
   

  



 


16

















 


	
   

  	
   

  	
   

  	
   

  
	
  GALILEO OPTIMAL
  SHOPPINGSM

  	
   

  	
   

  	
   

  
	
  Offline:

  	
   

  	
   

  	
   

  
	
  Per Access
  Device Fee:

  	
   

  	
   

  	
  (***) per month

  	
   

  
	
  An “Access
  Device” is any component at which a point of access to the System is
  provided, including, but not limited to, Galileo and Subscriber workstations,
  terminal addresses and global terminal identifiers.

  	
   

  	
   

  	
   

  
	
  Online:

  	
   

  	
   

  	
   

  
	
  Per Passenger
  Name Record (PNR) monthly fee:

  	
   

  	
   

  	
   

  
	
  For each PNR
  that contains one or more wholly North American air segments for:

  	
   

  	
   

  	
   

  
	
  •  corporate bookings:

  	
   

  	
   

  	
  (***) per PNR

  	
   

  
	
  •  leisure bookings:

  	
   

  	
   

  	
  (***) per PNR

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  In the event
  Subscriber has misclassified its use of Galileo Optimal Shopping (between
  offline and online usage), then Galileo may retroactively assess Subscriber
  the applicable charges based on Subscriber’s actual type of usage of the
  product.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  BEST BUY QUOTETM

  	
   

  	
   

  	
   

  
	
  Base Fee - Per
  Access Device (maximum $450.00 per Location)

  	
   

  	
   

  	
  (***) each

  	
   

  
	
  An “Access
  Device” is any component at which a point of access to the System is
  provided, including, but not limited to, Galileo and Subscriber workstations,
  terminal addresses and global terminal identifiers.

  	
   

  	
   

  	
   

  
	
  Transaction Fee
  - 500 Best Buy Quote Transactions per Access Device (maximum 15,000 Best Buy
  Quote Transactions per Location) are included in Base Fee; thereafter:

  	
   

  	
   

  	
  (***) each

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  APOLLOWISETM

  	
   

  	
   

  	
   

  
	
  $

  	
  $0.01825 per
  Transaction in excess of Baseline Transactions for the month (defined as an
  average of 200 Transactions per Booking per month). Notwithstanding anything
  to the contrary in this Agreement, for purposes of calculating the Baseline
  Transactions for the month, each LeisureShopper booking shall be counted as
  one (1) Booking.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  MEMBERSHIP
  PRO-FILE

  	
   

  	
   

  	
  (***) per month

  	
   

  
	
  (per master
  account record, plus PRO-file charge specified above)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SUPPLIES,
  TRAINING MATERIALS, MARKETING MATERIALS

  	
   

  	
  $

  	
  then-current charges

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  GALILEO
  WIRELESSTM

  	
   

  	
   

  	
   

  
	
  Base Service

  	
   

  	
  $

  	
  n/c

  	
   

  
	
  Premium Service

  	
   

  	
   

  	
  (***) per user

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  MAINTENANCE
  PREMIUM

  	
   

  	
  $

  	
  per quote

  	
   

  
	
  Applies for
  Subscriber-requested hardware maintenance outside the scope of Galileo’s
  standard maintenance service. A service charge may be assessed for failure or
  refusal to admit technician for scheduled service call.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EXTENDED SUPPORT
  SERVICES (third-party software phone support)

  	
   

  	
   

  	
  (***) per minute

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  APOLLO CUSTOMER
  SUPPORT CENTER

  	
   

  	
   

  	
  (***) per minute

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  TRAINING

  	
   

  	
   

  	
   

  
	
  Level 1 Classes
  (Learning Apollo, Moving to Apollo, Booking Cars and Hotels, and Booking
  Tours and Cruises)

  	
   

  	
  $

  	
  n/c

  	
   

  
	
  Level 2 Classes
  (All Others) - Charges may be assessed in accordance with Galileo’s then-current
  policies.

  	
   

  	
  $

  	
  per quote

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  PROJECTS

  	
   

  	
  $

  	
  per quote

  	
   

  
	
  Applies for
  projects such as equipment installations, deinstallations, reconfigurations,
  upgrades, activations, deactivations and office relocations. Galileo shall
  waive all installation charges for the initial installation of new Locations
  and the addition of Hardware at existing Locations, subject to Galileo’s
  approval of the installation.

  	
   

  	
   

  	
   

  
						



 


 


17

















 


 


MICROSOFT
LICENSE AGREEMENT


 


 


IMPORTANT - READ CAREFULLY
BEFORE USING OR CONTINUING TO USE ANY FOCALPOINT® PRODUCT.  The following License Agreement applies to
you.  By using any version of Focalpoint
containing Microsoft software, after receipt of this License Agreement, you
indicate your acceptance of the following Microsoft License Agreement.


 


This is a legal agreement
between you (either an individual or an entity) and Microsoft Corporation.  By using any version of Focalpoint containing
Microsoft software after your receipt of this License Agreement, you are
agreeing to be bound by the terms of this agreement.  If you do not agree to the terms of this
agreement, promptly return the unused Focalpoint software in your possession
and the accompanying items (including written materials and binders or other
containers) to the place you obtained them.


 


GRANT OF LICENSE.  This License Agreement permits you to use one
copy of the Microsoft software program (the “SOFTWARE”) on a single
computer.  The SOFTWARE is in “use” on a
computer when it is loaded into temporary memory (i.e. RAM) or installed into
permanent memory (e.g., hard disk, CD-ROM, or other storage device) of that
computer.  However, installation on a
network server for the sole purpose of internal distribution shall not
constitute “use” for which a separate license is required, provided you have a
separate license for each computer to which the SOFTWARE is distributed.


 


COPYRIGHT.  The SOFTWARE is owned by Microsoft or its
suppliers and is protected by United States copyright laws and international
treaty provisions.  Therefore, you must
treat the SOFTWARE like any other copyrighted material (e.g., a book or musical
recording) except that you may either (a) make one copy of the SOFTWARE
solely for backup or archival purposes, or (b) transfer the SOFTWARE to a
single hard disk provided you keep the original solely for backup or archival
purposes.  You may not copy the written
materials accompanying the SOFTWARE.


 


OTHER RESTRICTIONS.  You may not rent or lease the SOFTWARE, but
you may transfer the SOFTWARE and accompanying written materials on a permanent
basis provided you retain no copies and the recipient agrees to the terms of
this Agreement.  You may not reverse
engineer, decompile, or disassemble the SOFTWARE.  If the SOFTWARE is an update or has been
updated, any transfer must include the most recent update and all prior
versions.


 


LIMITED WARRANTY.  Microsoft warrants that the SOFTWARE will
perform substantially in accordance with the accompanying written materials for
a period of ninety (90) days from the date of receipt.  Any implied warranties on the SOFTWARE are
limited to ninety (90) days.  Some
states/jurisdictions do not allow limitations on duration of an implied
warranty, so the above limitation may not apply to you.


 


NO OTHER WARRANTIES.  To the maximum extent permitted by applicable
law, Microsoft and its suppliers disclaim all other warranties, either express
or implied, including, but not limited to, implied warranties of
merchantability and fitness for a particular purpose, with regard to the
SOFTWARE and the accompanying written materials.  This limited warranty gives you specific
legal rights.  You may have others which
vary from state/jurisdiction to state/jurisdiction.


 


NO LIABILITY FOR
CONSEQUENTIAL DAMAGES.  To the maximum
extent permitted by applicable law, in no event shall Microsoft or its
suppliers be liable for any damages whatsoever (including, without limitation,
damages for loss of business profits, business interruption, loss of business
information, or any other pecuniary loss) arising out of the use of or
inability to use this Microsoft product, even if Microsoft has been advised of
the possibility of such damages.  Because
some states/jurisdictions do not allow the exclusion or limitation of liability
for consequential or incidental damages, the above limitation may not apply to
you.


 


U.S. GOVERNMENT
RESTRICTED RIGHTS.  The SOFTWARE and
documentation are provided with RESTRICTED RIGHTS.  Use, duplication, or disclosure by the
Government is subject to restrictions as set forth in subparagraph (c)(1)(ii)
of The Rights in Technical Data and Computer Software clause of DFARS
252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer
Software - Restricted Rights at 48 CFR 52.227-19, as applicable.  Manufacturer is Microsoft Corporation/One
Microsoft Way/Redmond, WA 98052-6399.


 


If you acquired
this product in the United States, this Agreement is governed by the laws of
the State of Washington.  If this product
was acquired outside the United States, then local law may apply.


 


Should you have any
questions concerning this Agreement, or if you desire to contact Microsoft for
any reason, please contact your local Microsoft subsidiary or sales offices or
write:  Microsoft Sales and Service/One
Microsoft Way/Redmond, WA 98052-6399.


 


18

















 


	
  SERVICES SUMMARY

  	
   

  	
  CONTRACT NO. 0181419 -
  000

  
	
  Form 399-UB3  06/03

  	
   

  	
  07/10/07

  
	
   

  	
   

  	
   

  
	
  PSO:  102V

  	
  CHEAP TICKETS.COM

  
	
   

  	
  CHEAP TICKETS/TNI.COM

  
	
   

  	
  4805 N. 30TH STREET

  
	
   

  	
  SUITE 103

  
	
   

  	
  COLORADO SPRINGS, CO 80919

  
				



 


 


 


	
   

  	
   

  	
   

  	
   

  	
  STANDARD

  	
   

  	
  ONE - TIME

  	
   

  	
  INSURANCE

  	
   

  
	
  SERVICES

  	
   

  	
   

  	
   

  	
  CHARGES

  	
   

  	
  CHARGES

  	
   

  	
  VALUE

  	
   

  
	
  + 50

  	
   

  	
  50

  	
   

  	
  APOLLO ACCESS NON FOCALPOINT

  	
   

  	
   

  	
  (***)

  	
   

  	
   

  	
  (***)

  	
   

  	
   

  	
  (***)

  	
   

  
	
  - 50

  	
   

  	
  0

  	
   

  	
  APOLLO ACCESS GTID-NON FP S

  	
   

  	
   

  	
  (***)

  	
   

  	
   

  	
  (***)

  	
   

  	
   

  	
  (***)

  	
   

  
	
  + 1

  	
   

  	
  1

  	
   

  	
  CUSTOMER SUPPLIED WAN

  	
   

  	
   

  	
  (***)

  	
   

  	
   

  	
  (***)

  	
   

  	
   

  	
  (***)

  	
   

  
	
  - 2

  	
   

  	
  0

  	
   

  	
  VIEWPOINT MAP QUARTERLY CD-

  	
   

  	
   

  	
  (***)

  	
   

  	
   

  	
  (***)

  	
   

  	
   

  	
  (***)

  	
   

  



 


ALT PSEUDO 102T 
102T  102T


 


 


19

















 


	
  SERVICES SUMMARY

  	
   

  	
  CONTRACT NO. 0181419 -
  000

  
	
  Form 399-UB3  06/03

  	
   

  	
  07/10/07

  
	
   

  	
   

  	
   

  
	
  PSO:  148M

  	
  LODGING.COM

  
	
   

  	
  5455 NORTH FEDERAL HIGHWAY

  
	
   

  	
  SUITE O

  
	
   

  	
  BOCA RATON, FL 33487

  
				



 


 


 


	
   

  	
   

  	
   

  	
   

  	
  STANDARD

  	
   

  	
  ONE - TIME

  	
   

  	
  INSURANCE

  	
   

  
	
  SERVICES

  	
   

  	
   

  	
   

  	
  CHARGES

  	
   

  	
  CHARGES

  	
   

  	
  VALUE

  	
   

  
	
  + 1

  	
   

  	
  1

  	
   

  	
  GALILEO WEB SERVICE MASTER

  	
   

  	
   

  	
  (***)

  	
   

  	
   

  	
  (***)

  	
   

  	
   

  	
  (***)

  	
   

  
	
  + 370

  	
   

  	
  370

  	
   

  	
  APOLLO ACCESS NON FOCALPOINT

  	
   

  	
   

  	
  (***)

  	
   

  	
   

  	
  (***)

  	
   

  	
   

  	
  (***)

  	
   

  
	
  + 1

  	
   

  	
  1

  	
   

  	
  CUSTOMER SUPPLIED WAN

  	
   

  	
   

  	
  (***)

  	
   

  	
   

  	
  (***)

  	
   

  	
   

  	
  (***)

  	
   

  
	
  + 1

  	
   

  	
  1

  	
   

  	
  FOCALPOINTNET REMOTE - COUN

  	
   

  	
   

  	
  (***)

  	
   

  	
   

  	
  (***)

  	
   

  	
   

  	
  (***)

  	
   

  



 


 


20

















 


	
  SERVICES SUMMARY

  	
   

  	
  CONTRACT NO. 0181419 -
  000

  
	
  Form 399-UB3  06/03

  	
   

  	
  07/10/07

  
	
   

  	
   

  	
   

  
	
  PSO:  156R

  	
  LODGING.COM / VERIO

  
	
   

  	
  5050 CONFERENCE WAY NORTH

  
	
   

  	
  BOCA RATON, FL 33431

  
				



 


 


 


	
   

  	
   

  	
   

  	
   

  	
  STANDARD

  	
   

  	
  ONE - TIME

  	
   

  	
  INSURANCE

  	
   

  
	
  SERVICES

  	
   

  	
   

  	
   

  	
  CHARGES

  	
   

  	
  CHARGES

  	
   

  	
  VALUE

  	
   

  
	
  + 140

  	
   

  	
  140

  	
   

  	
  APOLLO ACCESS NON FOCALPOINT

  	
   

  	
   

  	
  (***)

  	
   

  	
   

  	
  (***)

  	
   

  	
   

  	
  (***)

  	
   

  
	
  + 1

  	
   

  	
    1

  	
   

  	
  T1 COMMUNICATIONS LINE

  	
   

  	
   

  	
  (***)

  	
   

  	
   

  	
  (***)

  	
   

  	
   

  	
  (***)

  	
   

  



 


 


21

















 


	
  SERVICES SUMMARY

  	
   

  	
  CONTRACT NO. 0181419 -
  000

  
	
  Form 399-UB3  06/03

  	
   

  	
  07/10/07

  
	
   

  	
   

  	
   

  
	
  PSO:  198V

  	
  THE NEAT GROUP

  
	
   

  	
  10200 GROGANS MILL ROAD

  
	
   

  	
  SUITE 150

  
	
   

  	
  THE WOODLANDS, TX 77380

  
				



 


 


 


	
   

  	
   

  	
   

  	
   

  	
  STANDARD

  	
   

  	
  ONE - TIME

  	
   

  	
  INSURANCE

  	
   

  
	
  SERVICES

  	
   

  	
   

  	
   

  	
  CHARGES

  	
   

  	
  CHARGES

  	
   

  	
  VALUE

  	
   

  
	
  + 1

  	
   

  	
  1

  	
   

  	
  GALILEO WEB SERVICE MASTER

  	
   

  	
   

  	
  (***)

  	
   

  	
   

  	
  (***)

  	
   

  	
   

  	
  (***)

  	
   

  
	
  + 16

  	
   

  	
  16

  	
   

  	
  FOCALPOINTNET REMOTE - COUN

  	
   

  	
   

  	
  (***)

  	
   

  	
   

  	
  (***)

  	
   

  	
   

  	
  (***)

  	
   

  



 


ALT PSEUDO: 198X 
198X  198X


 


22

















 


	
  SERVICES SUMMARY

  	
   

  	
  CONTRACT NO. 0181419 -
  000

  
	
  Form 399-UB3  06/03

  	
   

  	
  07/10/07

  
	
   

  	
   

  	
   

  
	
  PSO:  1C62

  	
  ORBITZ, LLC

  
	
   

  	
  200 S. WACKER

  
	
   

  	
  SUITE 1900

  
	
   

  	
  CHICAGO, IL 60606

  
				



 


 


 


	
   

  	
   

  	
   

  	
   

  	
  STANDARD

  	
   

  	
  ONE - TIME

  	
   

  	
  INSURANCE

  	
   

  
	
  SERVICES

  	
   

  	
   

  	
   

  	
  CHARGES

  	
   

  	
  CHARGES

  	
   

  	
  VALUE

  	
   

  
	
  + 55

  	
   

  	
  1

  	
   

  	
  GLOBAL TERMINAL ID - GALILE

  	
   

  	
   

  	
  (***)

  	
   

  	
   

  	
  (***)

  	
   

  	
   

  	
  (***)

  	
   

  
	
  + 1532

  	
   

  	
  1532

  	
   

  	
  GLOBAL TERMINAL ID

  	
   

  	
   

  	
  (***)

  	
   

  	
   

  	
  (***)

  	
   

  	
   

  	
  (***)

  	
   

  
	
  + 2200

  	
   

  	
  2200

  	
   

  	
  APOLLO ACCESS NON FOCALPOINT

  	
   

  	
   

  	
  (***)

  	
   

  	
   

  	
  (***)

  	
   

  	
   

  	
  (***)

  	
   

  
	
  + 1

  	
   

  	
  1

  	
   

  	
  SELECTIVE / GLOBAL ACCESS C

  	
   

  	
   

  	
  (***)

  	
   

  	
   

  	
  (***)

  	
   

  	
   

  	
  (***)

  	
   

  
	
  + 1

  	
   

  	
  1

  	
   

  	
  VIEWPOINT MAP SET-UP CHARGE

  	
   

  	
   

  	
  (***)

  	
   

  	
   

  	
  (***)

  	
   

  	
   

  	
  (***)

  	
   

  



 


 


 


 


 


 


 


TOTAL ONE TIME CHARGE: (***)


 


 


(***) OF ONE-TIME CHARGES TO BE WAIVED


 


ALT PSEUDO: 10D6 
10D6  10D6


 


23