Common use of TRX Services Clause in Contracts

TRX Services. (a) TRX agrees to provide travel fulfillment, en route assistance, quality control and other services, including without limitation those identified in Exhibit A (the “Services”) to customers of Expedia Travel, on the terms and conditions provided herein in accordance with (i) Expedia standard customer service policies and procedures as detailed in documentation provided by Expedia to TRX (including, without limitation, Expedia policies set forth in Exhibit D ((the “Expedia Policies”)), which may be modified by Expedia from time to time in its sole discretion; and (ii) the performance requirements set forth in Exhibit B (“Service Process Requirements”). TRX shall have sixty (60) days from the date of its receipt of modifications to any of the foregoing document(s) to conform to modified requirements, as applicable. The parties have mutually prepared a procedures manual and will maintain such manual, setting forth detailed procedures to implement the Services. (b) TRX may subcontract collection services to a third party so long as (i) Expedia, at its discretion, may elect at any time to assume responsibility for collection, (ii) TRX obtains Expedia’s prior consent for settlements of * and (iii) in the event the subcontracted collection services are not effective, TRX and Expedia shall discuss appropriate corrective steps. TRX may also select vendors to provide services relating to the Services so long as such vendors are not directly servicing customers of Expedia Travel. TRX shall remain fully responsible and accountable for the performance of its subcontractors and vendors. Unless otherwise expressly set forth in this Agreement, TRX will not otherwise subcontract any of its obligations hereunder without the prior written approval of Expedia. (c) TRX agrees that it shall assign to Expedia Travel at least one person at the Druid Hills Facility who is qualified by ARC to perform management and/or ticketing functions (“ARC Qualifiers”). Such ARC Qualifiers shall be dedicated to providing only services for or on behalf of Expedia Travel, and shall not accept telephone calls or other communications or provide any services for any third party product(s) or service(s) without the express written consent of Expedia. (d) Expedia shall maintain an ARC number or numbers solely for the provision of Services under this Agreement, which shall remain the property of Expedia in the event of termination or expiration of this Agreement. TRX agrees to use the ARC and BSP numbers assigned to Expedia or to TRX (including those numbers assigned to TRX “Doing Business As Expedia”) when providing the Services under this Agreement, and to charge the appropriate travel industry supplier the Expedia negotiated commission and/or transaction fee when booking reservations, as detailed in Exhibit A, with the exception of certain international itineraries as described in the following Section l(e). TRX agrees to deposit daily to the Expedia bank account all transaction fees and/or commissions earned and received on reservations made using the Expedia ARC and BSP numbers. If TRX or any of its agents, contractors or subcontractors utilize an ARC or BSP number assigned to TRX when booking a reservation for a customer who originally sought a reservation through Expedia Travel, all supplier transaction fees and/or commissions resulting there from shall be promptly transferred to the Expedia bank account. (e) TRX agrees to provide travel fulfillment for travel involving international itineraries as described in Exhibit A. TRX will provide separate accounting for commissions earned on such transactions, as set forth in Exhibit F (“Reports”), and will deposit * of such commissions earned and received, within forty-eight (48) hours of receipt, to the Expedia bank account. (f) TRX agrees to use its best efforts and most capable technical expertise to resolve customer complaints, meeting or exceeding the performance requirements as set forth in Exhibit B. In the event TRX is unable to resolve a problem, TRX may escalate the problem to Expedia-designated representative(s) in accordance with applicable procedures. (g) TRX shall provide, maintain and staff a sufficient number of travel fulfillment facilities to provide the Services set forth in Exhibit A (the “Facilities”). Expedia will own the Expedia Travel toll-free number and any and all software and equipment provided by Expedia at the Facilities. TRX will install and maintain all of the software, hardware and telecommunications equipment at the Facilities except for any software, hardware and equipment provided and maintained by Expedia. (i) It is understood that TRX will provide leasehold improvements, telecommunication systems, furniture and fixtures, and proprietary software (such as CoRRe™) and, as between the parties, this software and equipment will be owned by TRX. (ii) TRX will maintain an Automatic Call Distribution (“ACD”) system capable of providing the information identified in Exhibit F to Expedia in a format designated by Expedia. If TRX changes its current ACD system or adds facilities, TRX will ensure that any such new ACD system is capable of providing the information set forth in Exhibit F. TRX shall provide Expedia with standard specifications and documentation from its ACD system with respect to the Services provided by TRX under this Agreement. (iii) The parties acknowledge and agree that Expedia owns the Expedia Travel toll-free numbers, including but not limited to, 888EXPEDIA and 800EXPEDIA and the local Expedia Travel phone numbers. (h) At Expedia’s discretion, with reasonable advance notice, Expedia reserves the right to make onsite visits to all sites where TRX provides the Services under this Agreement. In connection with such visits, TRX will provide to Expedia, as and when required by Expedia, access for a reasonable number of Expedia personnel to office premises at the sites equipped with standard office equipment as available to personnel of TRX in proximate offices, at no charge. (i) TRX will ensure that all its employees and Expedia-permitted contractors and subcontractors performing any Services hereunder agree to undertake and successfully complete all training programs provided by Expedia with respect to the Services as Expedia in its sole discretion deems necessary to prepare TRX to provide the Services outlined in this Agreement. Training will be conducted at a mutually agreed upon facility where Expedia shall provide “train-the-trainer” training at no charge to TRX, except that all travel, accommodation and related expenses for TRX employees and employees of contractors or subcontractors shall be the responsibility of TRX, or such contractors or subcontractors, respectively. TRX acknowledges and agrees that as a result of Expedia providing “train-the-trainer” training, TRX shall be responsible for internal and ongoing training of its personnel after receiving initial “train-the-trainer” training. TRX will designate one (1) ongoing trainer. Expedia agrees to provide the necessary training materials, for limited duplication, upon request by TRX and following Expedia approval, to be used by TRX to provide training as required under the terms of this Agreement. (j) TRX shall comply with all applicable reporting requirements by providing Expedia with the reports specified in Exhibit F, if any, and other information reasonably requested from time to time with respect to the Services performed. All Reports shall be complete and accurate. Each Report, whether in electronic or paper format, shall meet the standard Report requirements identified for the Report in Exhibit For as specifically requested by Expedia from time to time. TRX shall deliver each Report, and all supporting documentation therefore, within the time and date specified in Exhibit F or as reasonably requested by Expedia from time to time. TRX shall correct any errors in a Report within three (3) business days following Expedia’s notice specifying the item in respect of which an error may have occurred. Expedia shall provide reports to TRX as described in Exhibit F. (k) Nothing contained in this Agreement shall give TRX or its agents or contractors, the right to use, modify, reproduce, distribute and/or publish any Expedia Travel customer records, including without limitation reservations, service records or customer complaints resolved by TRX during the fulfillment of TRX obligations hereunder, all of which shall be considered Confidential Information under Section 10 of this Agreement. (l) TRX must maintain the previously provided documented disaster recovery plan, which sets forth the implementation and management of disaster recovery procedures. At a minimum, the disaster recovery plan shall include the following: Recovery Plan: Contact emergency services, as needed. Contact EXPEDIA NOC and notify them of the nature of the problem, the estimated length of the problem and the estimated impact on service delivery. Contact site and notify them of the same items as in #1 and #2, above Contact Expedia Customer Service management via e-mail and voicemail and notify them of the same items as in #1 and #2, above Work to estimate length and severity of problem to determine what level of response is needed. (n) The technology to be provided by TRX for purposes of this Agreement shall meet the requirements set forth by Expedia as provided from time to time. In the event that such communication methods or updated technology requirements cannot be met without a material increase in TRX’s costs, then Expedia shall be responsible for its pro-rata share of such increased costs (i.e., TRX is using the communication methods and technology to support other customers). In addition, in the event that Expedia obtains and provides TRX with software for use in connection with this Agreement, TRX hereby agrees to deploy such software and to make any changes necessary in equipment and hardware to utilize such software. Expedia agrees to reimburse TRX for any reasonable costs associated with the deployment and maintenance of such software. (o) TRX grants to Expedia the rights set forth in Appendix 1 attached hereto. (p) TRX will have the right to perform monthly maintenance on the software, hardware and telecommunications equipment at its facilities which it uses to perform the Services. The parties acknowledge that the Services may not be available during such maintenance period. The parties will mutually agree upon dates and times for the maintenance period, which shall not be more than four (4) hours per month and which shall occur between the hours of 12:01 a.m. ET and 7:59 a.m. ET.

TRX Services. (a) TRX agrees to provide travel fulfillment, en route assistance, quality control and other services, including without limitation those identified in Exhibit A (the “Services”) to customers of Expedia Travel, on the terms and conditions provided herein in accordance with (i) Expedia standard customer service policies and procedures as detailed in documentation provided by Expedia to TRX (including, without limitation, Expedia policies set forth in Exhibit D ((the “Expedia Policies”)), which may be modified by Expedia from time to time in its sole discretion; and (ii) the performance requirements set forth in Exhibit B (“Service Process Requirements”). TRX shall have sixty (60) days from the date of its receipt of modifications to any of the foregoing document(s) to conform to modified requirements, as applicable. The parties have mutually prepared a procedures manual and will maintain such manual, setting forth detailed procedures to implement the Services. (b) TRX may subcontract collection services to a third party so long as (i) Expedia, at its discretion, may elect at any time to assume responsibility for collection, (ii) TRX obtains Expedia’s prior consent for settlements of settlement * ; and (iii) in the event the subcontracted collection services are not effective, TRX and Expedia shall discuss appropriate corrective steps. TRX may also select vendors to provide services relating to the Services so long as such vendors are not directly servicing customers of Expedia Travel. TRX shall remain fully responsible and accountable for the performance of its subcontractors and vendors. Unless otherwise expressly set forth in this Agreement, TRX will not otherwise subcontract any of its obligations hereunder without the prior written approval of Expedia. (c) TRX agrees that it shall assign to Expedia Travel at least one person at the Druid Hills Facility who is qualified by ARC to perform management and/or ticketing functions (“ARC Qualifiers”). Such ARC Qualifiers shall be dedicated to providing only services for or on behalf of Expedia Travel, and shall not accept telephone calls or other communications or provide any services for any third party product(s) or service(s) without the express written consent of Expedia. (d) Expedia shall maintain an ARC number or numbers solely for the provision of Services under this Agreement, which shall remain the property of Expedia in the event of termination or expiration of this Agreement. TRX agrees to use the ARC and BSP numbers assigned to Expedia or to TRX (including those numbers assigned to TRX “Doing Business As Expedia”) when providing the Services under this Agreement, and to charge the appropriate travel industry supplier the Expedia negotiated commission and/or transaction fee when booking reservations, as detailed in Exhibit A, with the exception of certain international itineraries as described in the following Section l(e). TRX agrees to deposit daily to the Expedia bank account all transaction fees and/or commissions earned and received on reservations made using the Expedia ARC and BSP numbers. If TRX or any of its agents, contractors or subcontractors utilize an ARC or BSP number assigned to TRX when booking a reservation for a customer who originally sought a reservation through Expedia Travel, all supplier transaction fees and/or commissions resulting there from shall be promptly transferred to the Expedia bank account. (e) TRX agrees to provide travel fulfillment for travel involving international itineraries as described in Exhibit A. TRX will provide separate accounting for commissions earned on such transactions, as set forth in Exhibit F (“Reports”), and will deposit * of such commissions earned and received, within forty-eight (48) hours of receipt, to the Expedia bank account. (f) TRX agrees to use its best efforts and most capable technical expertise to resolve customer complaints, meeting or exceeding the performance requirements as set forth in Exhibit B. In the event TRX is unable to resolve a problem, TRX may escalate the problem to Expedia-designated representative(s) in accordance with applicable procedures. (g) TRX shall provide, maintain and staff a sufficient number of travel fulfillment facilities to provide the Services set forth in Exhibit A (the “Facilities”). Expedia will own the Expedia Travel toll-free number and any and all software and equipment provided by Expedia at the Facilities. TRX will install and maintain all of the software, hardware and telecommunications equipment at the Facilities except for any software, hardware and equipment provided and maintained by Expedia. (i) It is understood that TRX will provide leasehold improvements, telecommunication systems, furniture and fixtures, and proprietary software (such as CoRRe™) and, as between the parties, this software and equipment will be owned by TRX. (ii) TRX will maintain an Automatic Call Distribution (“ACD”) system capable of providing the information identified in Exhibit F to Expedia in a format designated by Expedia. If TRX changes its current ACD system or adds facilities, TRX will ensure that any such new ACD system is capable of providing the information set forth in Exhibit F. TRX shall provide Expedia with standard specifications and documentation from its ACD system with respect to the Services provided by TRX under this Agreement. (iii) The parties acknowledge and agree that Expedia owns the Expedia Travel toll-free numbers, including but not limited to, 888EXPEDIA and 800EXPEDIA and the local Expedia Travel phone numbers. (h) At Expedia’s discretion, with reasonable advance notice, Expedia reserves the right to make onsite visits to all sites where TRX provides the Services under this Agreement. In connection with such visits, TRX will provide to Expedia, as and when required by Expedia, access for a reasonable number of Expedia personnel to office premises at the sites equipped with standard office equipment as available to personnel of TRX in proximate offices, at no charge. (i) TRX will ensure that all its employees and Expedia-permitted contractors and subcontractors performing any Services hereunder agree to undertake and successfully complete all training programs provided by Expedia with respect to the Services as Expedia in its sole discretion deems necessary to prepare TRX to provide the Services outlined in this Agreement. Training will be conducted at a mutually agreed upon facility where Expedia shall provide “train-the-trainer” training at no charge to TRX, except that all travel, accommodation and related expenses for TRX employees and employees of contractors or subcontractors shall be the responsibility of TRX, or such contractors or subcontractors, respectively. TRX acknowledges and agrees that as a result of Expedia providing “train-the-trainer” training, TRX shall be responsible for internal and ongoing training of its personnel after receiving initial “train-the-trainer” training. TRX will designate one (1) ongoing trainer. Expedia agrees to provide the necessary training materials, for limited duplication, upon request by TRX and following Expedia approval, to be used by TRX to provide training as required under the terms of this Agreement. (j) TRX shall comply with all applicable reporting requirements by providing Expedia with the reports specified in Exhibit F, if any, and other information reasonably requested from time to time with respect to the Services performed. All Reports shall be complete and accurate. Each Report, whether in electronic or paper format, shall meet the standard Report requirements identified for the Report in Exhibit For as specifically requested by Expedia from time to time. TRX shall deliver each Report, and all supporting documentation therefore, within the time and date specified in Exhibit F or as reasonably requested by Expedia from time to time. TRX shall correct any errors in a Report within three (3) business days following Expedia’s notice specifying the item in respect of which an error may have occurred. Expedia shall provide reports to TRX as described in Exhibit F. (k) Nothing contained in this Agreement shall give TRX or its agents or contractors, the right to use, modify, reproduce, distribute and/or publish any Expedia Travel customer records, including without limitation reservations, service records or customer complaints resolved by TRX during the fulfillment of TRX obligations hereunder, all of which shall be considered Confidential Information under Section 10 of this Agreement. (l) TRX must maintain the previously provided documented disaster recovery plan, which sets forth the implementation and management of disaster recovery procedures. At a minimum, the disaster recovery plan shall include the following: Recovery Plan: Contact emergency services, as needed. Contact EXPEDIA NOC and notify them of the nature of the problem, the estimated length of the problem and the estimated impact on service delivery. Contact site and notify them of the same items as in #1 and #2, above Contact Expedia Customer Service management via e-mail and voicemail and notify them of the same items as in #1 and #2, above Work to estimate length and severity of problem to determine what level of response is needed. (n) The technology to be provided by TRX for purposes of this Agreement shall meet the requirements set forth by Expedia as provided from time to time. In the event that such communication methods or updated technology requirements cannot be met without a material increase in TRX’s costs, then Expedia shall be responsible for its pro-rata share of such increased costs (i.e., TRX is using the communication methods and technology to support other customers). In addition, in the event that Expedia obtains and provides TRX with software for use in connection with this Agreement, TRX hereby agrees to deploy such software and to make any changes necessary in equipment and hardware to utilize such software. Expedia agrees to reimburse TRX for any reasonable costs associated with the deployment and maintenance of such software. (o) TRX grants to Expedia the rights set forth in Appendix 1 attached hereto. (p) TRX will have the right to perform monthly maintenance on the software, hardware and telecommunications equipment at its facilities which it uses to perform the Services. The parties acknowledge that the Services may not be available during such maintenance period. The parties will mutually agree upon dates and times for the maintenance period, which shall not be more than four (4) hours per month and which shall occur between the hours of 12:01 a.m. ET and 7:59 a.m. ET.