SUBSCRIBER ENTITY AGREEMENT E-Commerce
Exhibit 10.49
E-Commerce
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Customer Number: |
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[**] |
THIS Worldspan Subscriber Entity Agreement dated the 1 of October, 2001 (the “Agreement”), is by and between Worldspan, L.P., 000 Xxxxxxxx Xxxxxxx, X.X., Xxxxxxx, Xxxxxxx, 00000 (“Worldspan”) and the undersigned entity (“Customer”) identified on the signature page of this Agreement, and including Customer’s locations listed on the 10 Exhibit(s) attached hereto and incorporated herein (collectively the “Locations”).
WHEREAS, Worldspan provides and markets computerized reservation services and has developed and offers a computerized system which provides information, reservations, ticketing, and other services for air transportation and other businesses (the “GDS”).
NOW, THEREFORE, it is agreed:
ARTICLE I. TERM
This Agreement is effective upon the date first written above and the Term shall continue for [**] months, from the date the GDS becomes operational at the first Customer Location referred to herein or the date this Agreement is signed by Worldspan, whichever is later: provided however, if the GDS is already installed at Customer’s Location, the term shall commence on the date when the new or replacement equipment, software or services become operational at the first Customer Location referred to herein or the date this Agreement is signed by Worldspan, whichever is later (the “Term”). If Customer retains or uses the Worldspan Equipment or any other item, software or service provided by Worldspan beyond the expiration of the Term, the Agreement shall continue in effect on a month to month basis. The Agreement may be terminated at the end of the Term or any time thereafter by either party on not less than ninety (90) days’ prior written notice.
ARTICLE II. HOME OFFICE EQUIPMENT, SOFTWARE, SERVICES AND FEES
Equipment, software, and services are identified below, along with related fees:
A. LOCATION
“Location” means the following location for installation of the Worldspan Equipment and Software.
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Customer Legal Name: |
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Xxxxxxxxx.xxx |
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SID: |
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0QK |
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dba: |
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Xxxxxxxxx.xxx |
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ARC: |
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0750854 |
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Address: |
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000 Xxxxxxxxxxx Xxx. |
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City: |
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Norwalk |
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State: |
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CT |
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Zip: |
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06854 |
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County: |
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Telephone: |
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000-000-0000 |
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e-mail: |
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xxxx.xxxxxx@xxxxxxxxx.xxx |
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ERSP: |
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Customer’s principal place of business:
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Address: |
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same as above |
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City: |
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State: |
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Zip: |
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County: |
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Telephone: |
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[**] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.
B. EQUIPMENT, SOFTWARE AND SERVICES (Subject to Productivity Discount)
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1. |
Booking Terminal Addresses associated with Worldspan Equipment |
2. Worldspan Equipment
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QTY |
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Description
(If applicable, add printer |
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Monthly
Fee |
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Equipment |
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Total
Monthly |
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Total |
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[**] |
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56K Frame Relay Data Circuts |
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[**] |
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T1 Data Circuts |
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PC 400/64MB |
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[**] |
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TI 1600 ATB Ticket Printer |
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[**] |
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TI895 Printers |
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[**] |
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[**] |
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Total Monthly Worldspan Equipment Lease Standard Fee: |
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[**] |
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Total Worldspan Equipment Value: |
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3. Worldspan Software
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QTY |
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Description |
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Monthly |
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Software |
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Total
Monthly |
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Total
Software |
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Total Monthly Worldspan Software Lease Standard Fee: |
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[**] |
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Total Worldspan Software Value: |
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[**] |
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4. Worldspan Services
Optional Services subject to Productivity Discount may be provided by Worldspan to Customer. Customer shall be subject to Worldspan’s then prevailing fees, terms and conditions for each such service, subject to discounts pursuant to Article III herein. Customer may discontinue any such service with thirty (30) days’ advance notice to discontinue the service.
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Quantity |
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Description |
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Monthly
Fee |
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Total |
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[**] |
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Total Optional Monthly Services Standard Fee: |
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[**] |
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[**] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.
2
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5. |
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[**] |
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Terminal Addresses for Customer Owned Equipment |
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[**] |
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each: |
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[**] |
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6. Customer Equipment
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Quantity |
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Description/Serial Number (Add printer functionality, if applicable) |
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C. FEES
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1. |
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Monthly Communication Support Standard Fee |
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[**] |
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2. |
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Wide Area Network Monthly Communication Fee: |
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[**] |
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3. |
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Customer agrees to pay Worldspan a monthly installation fee of: |
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[**] |
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Total Monthly Equipment, Software, Services and Communications Support Standard Fee (Subject to Productivity Discount): |
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[**] |
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4. Worldspan Services - Not Subject to Productivity Discount
Optional Services not subject to Productivity Discount may be provided by Worldspan to Customer. Customer shall be subject to Worldspan’s then prevailing fees, terms and conditions for each such service. Customer may discontinue any such service with thirty (30) days’ advance notice to discontinue the service.
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Quantity |
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Description of Service |
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Monthly
Fee |
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Total
Monthly |
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[**] |
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Optional Monthly Services Standard Fee Not Subject to Productivity Discount: |
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[**] |
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[**] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.
3
5. Installation and Additional Fees:
Installation Fee
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Customer agrees to pay Worldspan a one time installation fee of: |
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[**] |
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Additional Fees
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Customer agrees to pay Worldspan a one time fee of: |
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[**] |
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Additional Fees may be due pursuant to one or more amendments, attachments, exhibits or addenda to this Agreement.
ARTICLE III. PRODUCTIVITY DISCOUNT
A. Worldspan will discount its Standard Fees set forth in Article II.B.1. through Article II.B.5. and Article II.C.1. through Article II.C.3. as follows (the “Productivity Discount”): During the first [**] full calendar months following the commencement of the Term, Worldspan agrees to discount its monthly Standard Fees [**] percent ([**]). Thereafter, Customer’s discount will be adjusted monthly based upon the number of net billable airline, car, hotel, Tour Source, Cruise Line Source, CruiseMatch and Worldspan Travel Suppliers bookings (collectively “Bookings”) generated by Customer per month. In order for Customer to receive a [**] percent ([**]) Productivity Discount against its fees and charges otherwise due pursuant to the Agreement, as amended from time to time, Customer must generate [**] ([**]) Bookings per month (“Booking Goal”). In the event Customer fails to generate the Booking Goal no discount shall be provided.
B. Customer agrees to pay all charges according to the terms of the Agreement.
C. Upon Customer’s request and Worldspan’s agreement to add or delete equipment, software or services at any location, Worldspan reserves the right to modify the Productivity Discount accordingly.
D. For the purposes of this Agreement, net billable airline bookings means those segments properly booked by Customer through the GDS for which Worldspan charges a fee, less cancellations through the Worldspan GDS prior to the date of departure. Net billable car, hotel, Tour Source, Cruise Line Source, CruiseMatch and Worldspan Travel Supplier bookings mean those bookings properly booked by Customer through the GDS for which Worldspan charges a fee, which are not canceled and do not result in “no-shows”. Bookings of car rentals or hotels for a continuous period (e.g., one hotel client for five continuous nights or one car client for five continuous days) shall be treated as one Booking. Customer consents to any retroactive adjustment by Worldspan of incorrect Booking counts. The determination of the number of Bookings shall be made solely by Worldspan from its books and records.
E. In the event that the number of Bookings generated by Customer exceeds the required level for [**] percent ([**]) discount, Customer is not entitled to carry excess Bookings forward or backward, nor shall Customer be entitled to any credit against past or future charges. Customer acknowledges that, due to data processing delays, Customer’s initial Productivity Discount level will apply for one (1) month beyond the period set forth above, and that one (1) month delay will continue to apply to subsequent monthly discount level adjustments. Customer acknowledges that, except as otherwise expressly agreed by Worldspan, any requested change in Customer’s equipment or services is at the discretion of Worldspan and may result in modification of Worldspan’s charges or the Booking levels above.
[**] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.
4
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ARTICLE IV. STANDARD TERMS AND CONDITIONS |
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Customer’s Initials: |
A. Except as otherwise provided herein, the Worldspan Subscriber Agreement - Standard Terms and Conditions (“Terms and Conditions”), Customer Equipment Support Responsibility (“Customer Equipment Support Responsibility”), and the Table of Services and Charges (“Table of Services and Charges”): Version 2000 are incorporated into this Agreement as if fully set forth herein and each may be revised by Worldspan from time to time upon notification to Customer. By signing this Agreement, Customer acknowledges the obligations of the Terms and Conditions, Customer Equipment Support Responsibility and Table of Services and Charges.
B. Section 6.H.ii. of the Worldspan Subscriber Agreement Standard Terms and Conditions which shall be deleted in its entirety and replaced with the following:
Message Limit: The “Message Limit” is [**] ([**]) Messages per Booking. The total monthly permitted Messages (“Allowable Messages”) is calculated by multiplying the [**] ([**]) Messages per Booking by the number of Bookings for that month.
[**] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.
5
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ARTICLE V. ARBITRATION OPTION |
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Customer’s Initials: |
Pursuant to Section 15 of the Terms and Conditions, Customer ( elects) ( does not elect) to arbitrate disputes arising out of this Agreement. Failure of Customer to designate its choice in the preceding sentence and initial the box at the margin where indicated at the time of signing the Agreement constitutes an election by Customer to waive the option of arbitration to resolve disputes.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized undersigned representatives as of the day and year first above written.
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CUSTOMER: |
WORLDSPAN, L.P.: |
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Xxxxxxxxx.xxx |
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(Customer Legal Name) |
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Xxxxxxxxx.xxx |
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(dba) |
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By: /s/ Xxxxxxx X. Xxxx |
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By: /s/ Xxxxx X. Xxxxxx |
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(Signature) |
(Signature) |
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Xxxxxxx X. Xxxx |
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Xxxxx X. Xxxxxx |
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(Print Name) |
(Print Name) |
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President |
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SVP |
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(Title) |
(Title) |
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11/30/01 |
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12/03/01 |
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(Date) |
(Date) |
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(If Incorporated, State and Date) |
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(Federal Tax I.D. Number) |
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6
CORPORATION INFORMATION:
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Xxxxxxxxx.xxx |
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(Legal Name) |
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000 Xxxxxxxxxxx Xxxxxx |
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(Home Address) |
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Xxxxxxx, XX 00000 |
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(Xxxx, Xxxxx, Xxx) |
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(000) 000-0000 |
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(Home Phone Number) |
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7
SUBSCRIBER ENTITY AGREEMENT - EXHIBIT 1 of 10
E-Commerce
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Customer Number: |
[**] |
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Home Customer No.: |
[**] |
ARTICLE I. EXHIBIT
A. THIS is an Exhibit to the Worldspan Subscriber Entity Agreement (the “Exhibit”), by and between Worldspan, L.P., 000 Xxxxxxxx Xxxxxxx, X.X., Xxxxxxx, Xxxxxxx, 00000 (“Worldspan”) and the undersigned entity (“Customer”) identified on the signature page of the Subscriber Entity Agreement dated the 1 of October, 2001.
B. Customer agrees to pay Worldspan charges according to the terms of the Subscriber Entity Agreements, including Exhibit(s) attached hereto and incorporated herein (the “Locations”).
ARTICLE II. EQUIPMENT, SOFTWARE, SERVICES AND FEES
Equipment, software, and services are identified below, along with related fees:
A. LOCATION
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“Location” means the following location for installation of the Worldspan Equipment and Software. |
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Customer Legal Name: |
Xxxxxxxxx.xxx |
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SID: |
L7U |
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dba: |
Xxxxxxxxx.xxx/Xxxxx |
ARC: |
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9965578 |
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Address: |
8 New England Executive Park |
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City: |
Burlington |
State: |
MA |
Zip: |
01803 |
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County: |
Telephone: |
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e-mail: |
ERSP: |
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Customer’s billing information: |
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Address: |
same as above |
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City: |
State: |
Zip: |
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County: |
Telephone: |
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B. EQUIPMENT, SOFTWARE AND SERVICES (Subject to Productivity Discount)
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1. |
Booking Terminal Addresses associated with Worldspan Equipment |
[**] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.
1
2. Worldspan Equipment
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QTY |
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Description
(If applicable, add printer |
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Monthly
Fee |
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Equipment |
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Total
Monthly |
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Total |
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[**] |
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56K Frame Circuts |
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[**] |
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[**] |
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[**] |
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[**] |
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Pentium 400 GW/WS |
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[**] |
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[**] |
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[**] |
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[**] |
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[**] |
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TI 895 Printer |
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[**] |
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[**] |
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[**] |
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[**] |
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[**] |
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TI 1600 ATB Printer |
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[**] |
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Total Monthly Worldspan Equipment Lease Standard Fee: |
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[**] |
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Total Worldspan Equipment Value: |
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[**] |
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3. Worldspan Software
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QTY |
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Description |
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Monthly
Fee |
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Software |
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Total
Monthly |
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Total
Software |
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[**] |
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Total Monthly Worldspan Software Lease Standard Fee: |
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Total Worldspan Software Value: |
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[**] |
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4. Worldspan Services
Optional Services subject to Productivity Discount may be provided by Worldspan to Customer. Customer shall be subject to Worldspan’s then prevailing fees, terms and conditions for each such service, subject to discounts pursuant to Article III herein. Customer may discontinue any such service with thirty (30) days’ advance notice to discontinue the service.
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Quantity |
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Description |
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Monthly
Fee |
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Total |
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[**] |
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Total Optional Monthly Services Standard Fee: |
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[**] |
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[**] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.
2
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5. |
[**] |
Terminal Addresses for Customer Owned Equipment |
[**] |
each: |
[**] |
6. Customer Equipment
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Quantity |
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Description/Serial Number (Add printer functionality, if applicable) |
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N/A |
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C. FEES
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1. |
Monthly Communication Support Standard Fee |
[**] |
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2. |
Wide Area Network Monthly Communication Fee: |
[**] |
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3. |
Customer agrees to pay Worldspan a monthly installation fee of: |
[**] |
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Total Monthly Equipment, Software, Services and Communications Support Standard Fee (Subject to Productivity Discount): |
[**] |
4. Worldspan Services - Not Subject to Productivity Discount
Optional Services not subject to Productivity Discount may be provided by Worldspan to Customer. Customer shall be subject to Worldspan’s then prevailing fees, terms and conditions for each such service. Customer may discontinue any such service with thirty (30) days’ advance notice to discontinue the service.
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Quantity |
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Description of Service |
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Monthly
Fee per |
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Total
Monthly |
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[**] |
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[**] |
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[**] |
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Optional Monthly Services Standard Fee Not Subject to Productivity Discount: |
[**] |
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5. Installation and Additional Fees:
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Installation Fee |
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Customer agrees to pay Worldspan a one time installation fee of: |
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[**] |
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Additional Fees |
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Customer agrees to pay Worldspan a one time fee of: |
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[**] |
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Additional Fees may be due pursuant to one or more amendments, attachments or addenda to this Exhibit. |
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[**] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.
3
SUBSCRIBER ENTITY AGREEMENT - EXHIBIT 2 of 10
E-Commerce
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Customer Number: |
[**] |
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Home Customer No.: |
[**] |
ARTICLE I. EXHIBIT
A. THIS is an Exhibit to the Worldspan Subscriber Entity Agreement (the “Exhibit”), by and between Worldspan, L.P., 000 Xxxxxxxx Xxxxxxx, X.X., Xxxxxxx, Xxxxxxx, 00000 (“Worldspan”) and the undersigned entity (“Customer”) identified on the signature page of the Subscriber Entity Agreement dated the 1 of October, 2001.
B. Customer agrees to pay Worldspan charges according to the terms of the Subscriber Entity Agreements, including Exhibit(s) attached hereto and incorporated herein (the “Locations”).
ARTICLE II. EQUIPMENT, SOFTWARE, SERVICES AND FEES
Equipment, software, and services are identified below, along with related fees:
A. LOCATION
|
“Location” means the following location for installation of the Worldspan Equipment and Software. |
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Customer Legal Name: |
Xxxxxxxxx.xxx |
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SID: |
QCD |
|||||
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dba: |
Xxxxxxxxx.xxx/Xxxxxxxx |
ARC: |
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0750854 |
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Address: |
0000 Xxxxxxxxx Xxxx |
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City: |
Columbus |
State: |
OH |
Zip: |
43228 |
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County: |
Telephone: |
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||||||||
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e-mail: |
ERSP: |
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||||||||
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Customer’s billing information: |
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||
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Address: |
same as above |
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City: |
State: |
Zip: |
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County: |
Telephone: |
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B. EQUIPMENT, SOFTWARE AND SERVICES (Subject to Productivity Discount)
|
1. |
Booking Terminal Addresses associated with Worldspan Equipment |
[**] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.
1
2. Worldspan Equipment
|
QTY |
|
Description
(If applicable, add printer |
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Monthly
Fee |
|
Equipment |
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Total
Monthly |
|
Total |
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|
[**] |
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56K Frame Circuts |
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[**] |
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[**] |
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[**] |
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[**] |
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Pentium 300 GL FS/GW |
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[**] |
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[**] |
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[**] |
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[**] |
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[**] |
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Pentium 400 FS/GW |
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[**] |
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[**] |
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[**] |
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[**] |
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[**] |
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Genicom Printer |
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[**] |
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[**] |
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[**] |
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[**] |
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[**] |
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TI 885 |
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[**] |
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[**] |
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[**] |
|
[**] |
|
|
|
|
Total Monthly Worldspan Equipment Lease Standard Fee: |
|
|
|
[**] |
|
|
|
||
|
|
|
Total Worldspan Equipment Value: |
|
|
|
|
|
[**] |
|
||
3. Worldspan Software
|
QTY |
|
Description |
|
Monthly
Fee |
|
Software |
|
Total
Monthly |
|
Total
Software |
|
|
|
|
|
|
|
|
|
|
[**] |
|
[**] |
|
|
|
|
|
|
|
|
|
|
[**] |
|
[**] |
|
|
|
|
|
|
|
|
|
|
[**] |
|
[**] |
|
|
|
|
|
|
|
|
|
|
[**] |
|
[**] |
|
|
|
|
|
|
|
|
|
|
[**] |
|
[**] |
|
|
|
|
Total Monthly Worldspan Software Lease Standard Fee: |
|
|
|
|
|
[**] |
|
|
|
|
|
|
Total Worldspan Software Value: |
|
|
|
|
|
|
|
[**] |
|
4. Worldspan Services
Optional Services subject to Productivity Discount may be provided by Worldspan to Customer. Customer shall be subject to Worldspan’s then prevailing fees, terms and conditions for each such service, subject to discounts pursuant to Article III herein. Customer may discontinue any such service with thirty (30) days’ advance notice to discontinue the service.
|
Quantity |
|
Description |
|
Monthly
Fee |
|
Total |
|
|
|
|
|
|
|
|
[**] |
|
|
|
|
|
|
|
|
[**] |
|
|
|
|
|
|
|
|
[**] |
|
|
|
|
|
|
|
|
[**] |
|
|
|
|
|
|
|
|
[**] |
|
|
Total Optional Monthly Services Standard Fee: |
[**] |
|
|||||
[**] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.
2
|
5. |
[**] |
Terminal Addresses for Customer Owned Equipment |
[**] |
each: |
[**] |
6. Customer Equipment
|
Quantity |
|
Description/Serial Number (Add printer functionality, if applicable) |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
C. FEES
|
1. |
Monthly Communication Support Standard Fee |
[**] |
|
|
|
|
|
2. |
Wide Area Network Monthly Communication Fee: |
[**] |
|
|
|
|
|
3. |
Customer agrees to pay Worldspan a monthly installation fee of: |
[**] |
|
|
Total Monthly Equipment, Software, Services and Communications Support Standard Fee (Subject to Productivity Discount): |
[**] |
4. Worldspan Services - Not Subject to Productivity Discount
Optional Services not subject to Productivity Discount may be provided by Worldspan to Customer. Customer shall be subject to Worldspan’s then prevailing fees, terms and conditions for each such service. Customer may discontinue any such service with thirty (30) days’ advance notice to discontinue the service.
|
Quantity |
|
Description of Service |
|
Monthly
Fee per |
|
Total
Monthly |
|
|
|
|
|
|
|
|
[**] |
|
|
|
|
|
|
|
|
[**] |
|
|
|
|
|
|
|
|
[**] |
|
|
|
|
|
|
|
|
[**] |
|
|
Optional Monthly Services Standard Fee Not Subject to Productivity Discount: |
[**] |
|
|||||
5. Installation and Additional Fees:
|
Installation Fee |
|
|
|
|
Customer agrees to pay Worldspan a one time installation fee of: |
|
[**] |
|
|
|
|
|
|
|
Additional Fees |
|
|
|
|
Customer agrees to pay Worldspan a one time fee of: |
|
[**] |
|
|
|
|
|
|
|
Additional Fees may be due pursuant to one or more amendments, attachments or addenda to this Exhibit. |
|
||
[**] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.
3
SUBSCRIBER ENTITY AGREEMENT - EXHIBIT 3 of 10
E-Commerce
|
|
Customer Number: |
[**] |
|
|
Home Customer No.: |
[**] |
ARTICLE I. EXHIBIT
A. THIS is an Exhibit to the Worldspan Subscriber Entity Agreement (the “Exhibit”), by and between Worldspan, L.P., 000 Xxxxxxxx Xxxxxxx, X.X., Xxxxxxx, Xxxxxxx, 00000 (“Worldspan”) and the undersigned entity (“Customer”) identified on the signature page of the Subscriber Entity Agreement dated the 1 of October, 2001.
B. Customer agrees to pay Worldspan charges according to the terms of the Subscriber Entity Agreements, including Exhibit(s) attached hereto and incorporated herein (the “Locations”).
ARTICLE II. EQUIPMENT, SOFTWARE, SERVICES AND FEES
Equipment, software, and services are identified below, along with related fees:
A. LOCATION
|
“Location” means the following location for installation of the Worldspan Equipment and Software. |
||||||||||
|
Customer Legal Name: |
Xxxxxxxxx.xxx |
|
|
SID: |
UTJ |
|||||
|
dba: |
Xxxxxxxxx.xxx/Xxxx Tech |
ARC: |
|
0000000 |
||||||
|
Address: |
0000 Xxxxxx Xxxxx |
|
|
|||||||
|
City: |
Columbus |
State: |
OH |
Zip: |
43228 |
|||||
|
County: |
Telephone: |
|
||||||||
|
e-mail: |
ERSP: |
|
||||||||
|
Customer’s billing information: |
|
||
|
Address: |
same as above |
|
|
|
City: |
State: |
Zip: |
|
|
County: |
Telephone: |
|
|
B. EQUIPMENT, SOFTWARE AND SERVICES (Subject to Productivity Discount)
|
1. |
Booking Terminal Addresses associated with Worldspan Equipment |
[**] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.
1
2. Worldspan Equipment
|
QTY |
|
Description
(If applicable, add printer |
|
Monthly
Fee |
|
Equipment |
|
Total
Monthly |
|
Total |
|
|
[**] |
|
56K Frame Circuts |
|
[**] |
|
|
|
[**] |
|
[**] |
|
|
[**] |
|
Pentium 400 FS/GW |
|
[**] |
|
[**] |
|
[**] |
|
[**] |
|
|
[**] |
|
Pentium 300 FS/GW |
|
[**] |
|
[**] |
|
[**] |
|
[**] |
|
|
[**] |
|
TI 885 |
|
[**] |
|
[**] |
|
[**] |
|
[**] |
|
|
[**] |
|
Genicom Printer |
|
[**] |
|
[**] |
|
[**] |
|
[**] |
|
|
|
|
Total Monthly Worldspan Equipment Lease Standard Fee: |
|
|
|
|
|
[**] |
|
|
|
|
|
|
Total Worldspan Equipment Value: |
|
|
|
|
|
|
|
[**] |
|
3. Worldspan Software
|
QTY |
|
Description |
|
Monthly
Fee |
|
Software |
|
Total
Monthly |
|
Total
Software |
|
|
|
|
|
|
|
|
|
|
[**] |
|
[**] |
|
|
|
|
|
|
|
|
|
|
[**] |
|
[**] |
|
|
|
|
|
|
|
|
|
|
[**] |
|
[**] |
|
|
|
|
|
|
|
|
|
|
[**] |
|
[**] |
|
|
|
|
|
|
|
|
|
|
[**] |
|
[**] |
|
|
|
|
Total Monthly Worldspan Software Lease Standard Fee: |
|
|
|
|
|
[**] |
|
|
|
|
|
|
Total Worldspan Software Value: |
|
|
|
|
|
|
|
[**] |
|
4. Worldspan Services
Optional Services subject to Productivity Discount may be provided by Worldspan to Customer. Customer shall be subject to Worldspan’s then prevailing fees, terms and conditions for each such service, subject to discounts pursuant to Article III herein. Customer may discontinue any such service with thirty (30) days’ advance notice to discontinue the service.
|
Quantity |
|
Description |
|
Monthly
Fee |
|
Total |
|
|
|
|
|
|
|
|
[**] |
|
|
|
|
|
|
|
|
[**] |
|
|
|
|
|
|
|
|
[**] |
|
|
|
|
|
|
|
|
[**] |
|
|
|
|
|
|
|
|
[**] |
|
|
Total Optional Monthly Services Standard Fee: |
[**] |
|
|||||
[**] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.
2
|
5. |
[**] |
Terminal Addresses for Customer Owned Equipment |
[**] |
each: |
[**] |
6. Customer Equipment
|
Quantity |
|
Description/Serial Number (Add printer functionality, if applicable) |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
C. FEES
|
1. |
Monthly Communication Support Standard Fee |
[**] |
|
|
|
|
|
2. |
Wide Area Network Monthly Communication Fee: |
[**] |
|
|
|
|
|
3. |
Customer agrees to pay Worldspan a monthly installation fee of: |
[**] |
|
|
Total Monthly Equipment, Software, Services and Communications Support Standard Fee (Subject to Productivity Discount): |
[**] |
4. Worldspan Services - Not Subject to Productivity Discount
Optional Services not subject to Productivity Discount may be provided by Worldspan to Customer. Customer shall be subject to Worldspan’s then prevailing fees, terms and conditions for each such service. Customer may discontinue any such service with thirty (30) days’ advance notice to discontinue the service.
|
Quantity |
|
Description of Service |
|
Monthly
Fee per |
|
Total
Monthly |
|
|
|
|
|
|
|
|
[**] |
|
|
|
|
|
|
|
|
[**] |
|
|
|
|
|
|
|
|
[**] |
|
|
|
|
|
|
|
|
[**] |
|
|
Optional Monthly Services Standard Fee Not Subject to Productivity Discount: |
[**] |
|
|||||
5. Installation and Additional Fees:
|
Installation Fee |
|
|
|
|
Customer agrees to pay Worldspan a one time installation fee of: |
|
[**] |
|
|
|
|
|
|
|
Additional Fees |
|
|
|
|
Customer agrees to pay Worldspan a one time fee of: |
|
[**] |
|
|
|
|
|
|
|
Additional Fees may be due pursuant to one or more amendments, attachments or addenda to this Exhibit. |
|
||
[**] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.
3
SUBSCRIBER ENTITY AGREEMENT - EXHIBIT 4 of 10
E-Commerce
|
|
Customer Number: |
[**] |
|
|
Home Customer No.: |
[**] |
ARTICLE I. EXHIBIT
A. THIS is an Exhibit to the Worldspan Subscriber Entity Agreement (the “Exhibit”), by and between Worldspan, L.P., 000 Xxxxxxxx Xxxxxxx, X.X., Xxxxxxx, Xxxxxxx, 00000 (“Worldspan”) and the undersigned entity (“Customer”) identified on the signature page of the Subscriber Entity Agreement dated the 1 of October, 2001.
B. Customer agrees to pay Worldspan charges according to the terms of the Subscriber Entity Agreements, including Exhibit(s) attached hereto and incorporated herein (the “Locations”).
ARTICLE II. EQUIPMENT, SOFTWARE, SERVICES AND FEES
Equipment, software, and services are identified below, along with related fees:
A. LOCATION
|
“Location” means the following location for installation of the Worldspan Equipment and Software. |
||||||||||
|
Customer Legal Name: |
Xxxxxxxxx.xxx/Xxxxxx Communications |
|
SID: |
RUC |
||||||
|
dba: |
Xxxxxxxxx.xxx/Xxxxxx Communications |
ARC: |
|
9968651 |
||||||
|
Address: |
00 Xxxxxxxx Xxxxx - Xxxxxxxxxx |
|
|
|||||||
|
Xxxx: |
Xxxxxx Xxxx |
Xxxxx: |
NJ |
Zip: |
07311 |
|||||
|
County: |
Telephone: |
|
||||||||
|
e-mail: |
ERSP: |
|
||||||||
|
Customer’s billing information: |
|
||
|
Address: |
same as above |
|
|
|
City: |
State: |
Zip: |
|
|
County: |
Telephone: |
|
|
B. EQUIPMENT, SOFTWARE AND SERVICES (Subject to Productivity Discount)
|
1. |
Booking Terminal Addresses associated with Worldspan Equipment |
[**] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.
1
2. Worldspan Equipment
|
QTY |
|
Description
(If applicable, add printer |
|
Monthly
Fee |
|
Equipment |
|
Total
Monthly |
|
Total |
|
|
[**] |
|
T1 Data Circuts |
|
[**] |
|
|
|
[**] |
|
[**] |
|
|
[**] |
|
Gateway |
|
[**] |
|
[**] |
|
[**] |
|
[**] |
|
|
|
|
|
|
|
|
|
|
[**] |
|
[**] |
|
|
|
|
|
|
|
|
|
|
[**] |
|
[**] |
|
|
|
|
|
|
|
|
|
|
[**] |
|
[**] |
|
|
|
|
Total Monthly Worldspan Equipment Lease Standard Fee: |
|
|
|
[**] |
|
|
|
||
|
|
|
Total Worldspan Equipment Value: |
|
|
|
|
|
[**] |
|
||
3. Worldspan Software
|
QTY |
|
Description |
|
Monthly Fee |
|
Software |
|
Total
Monthly |
|
Total
Software |
|
|
|
|
|
|
|
|
|
|
[**] |
|
[**] |
|
|
|
|
|
|
|
|
|
|
[**] |
|
[**] |
|
|
|
|
|
|
|
|
|
|
[**] |
|
[**] |
|
|
|
|
|
|
|
|
|
|
[**] |
|
[**] |
|
|
|
|
|
|
|
|
|
|
[**] |
|
[**] |
|
|
|
|
Total Monthly Worldspan Software Lease Standard Fee: |
|
|
|
|
|
[**] |
|
|
|
|
|
|
Total Worldspan Software Value: |
|
|
|
|
|
|
|
[**] |
|
4. Worldspan Services
Optional Services subject to Productivity Discount may be provided by Worldspan to Customer. Customer shall be subject to Worldspan’s then prevailing fees, terms and conditions for each such service, subject to discounts pursuant to Article III herein. Customer may discontinue any such service with thirty (30) days’ advance notice to discontinue the service.
|
Quantity |
|
Description |
|
Monthly
Fee |
|
Total |
|
|
|
|
|
|
|
|
[**] |
|
|
|
|
|
|
|
|
[**] |
|
|
|
|
|
|
|
|
[**] |
|
|
|
|
|
|
|
|
[**] |
|
|
|
|
|
|
|
|
[**] |
|
|
Total Optional Monthly Services Standard Fee: |
[**] |
|
|||||
[**] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.
2
|
5. |
[**] |
Terminal Addresses for Customer Owned Equipment |
[**] |
each: |
[**] |
6. Customer Equipment
|
Quantity |
|
Description/Serial Number (Add printer functionality, if applicable) |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
C. FEES
|
1. |
Monthly Communication Support Standard Fee |
[**] |
|
|
|
|
|
2. |
Wide Area Network Monthly Communication Fee: |
[**] |
|
|
|
|
|
3. |
Customer agrees to pay Worldspan a monthly installation fee of: |
[**] |
|
|
Total Monthly Equipment, Software, Services and Communications Support Standard Fee (Subject to Productivity Discount): |
[**] |
4. Worldspan Services - Not Subject to Productivity Discount
Optional Services not subject to Productivity Discount may be provided by Worldspan to Customer. Customer shall be subject to Worldspan’s then prevailing fees, terms and conditions for each such service. Customer may discontinue any such service with thirty (30) days’ advance notice to discontinue the service.
|
Quantity |
|
Description of Service |
|
Monthly
Fee per |
|
Total
Monthly |
|
|
|
|
|
|
|
|
[**] |
|
|
|
|
|
|
|
|
[**] |
|
|
|
|
|
|
|
|
[**] |
|
|
|
|
|
|
|
|
[**] |
|
|
Optional Monthly Services Standard Fee Not Subject to Productivity Discount: |
[**] |
|
|||||
5. Installation and Additional Fees:
|
Installation Fee |
|
|
|
|
Customer agrees to pay Worldspan a one time installation fee of: |
|
[**] |
|
|
|
|
|
|
|
Additional Fees |
|
|
|
|
Customer agrees to pay Worldspan a one time fee of: |
|
[**] |
|
|
|
|
|
|
|
Additional Fees may be due pursuant to one or more amendments, attachments or addenda to this Exhibit. |
|
||
[**] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.
3
SUBSCRIBER ENTITY AGREEMENT - EXHIBIT 5 of 10
E-Commerce
|
|
Customer Number: |
[**] |
|
|
Home Customer No.: |
[**] |
ARTICLE I. EXHIBIT
A. THIS is an Exhibit to the Worldspan Subscriber Entity Agreement (the “Exhibit”), by and between Worldspan, L.P., 300 Xxxxxxxx Xxxxxxx, X.X., Xxxxxxx, Xxxxxxx, 00000 (“Worldspan”) and the undersigned entity (“Customer”) identified on the signature page of the Subscriber Entity Agreement dated the 1 of October, 2001.
B. Customer agrees to pay Worldspan charges according to the terms of the Subscriber Entity Agreements, including Exhibit(s) attached hereto and incorporated herein (the “Locations”).
ARTICLE II. EQUIPMENT, SOFTWARE, SERVICES AND FEES
Equipment, software, and services are identified below, along with related fees:
A. LOCATION
|
“Location” means the following location for installation of the Worldspan Equipment and Software. |
||||||||||
|
Customer Legal Name: |
Pricline Europe |
|
|
SID: |
2RD |
|||||
|
dba: |
Priceline Europe |
ARC: |
|
9126970 |
||||||
|
Address: |
Pegasus House |
|
|
|||||||
|
City: |
Leicester |
State: |
UK |
Zip: |
EN GB XX0 |
|||||
|
County: |
Telephone: |
|
||||||||
|
e-mail: |
ERSP: |
|
||||||||
|
Customer’s billing information: |
|
||
|
Address: |
same as above |
|
|
|
City: |
State: |
Zip: |
|
|
County: |
Telephone: |
|
|
B. EQUIPMENT, SOFTWARE AND SERVICES (Subject to Productivity Discount)
|
1. |
Booking Terminal Addresses associated with Worldspan Equipment |
[**] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.
1
2. Worldspan Equipment
|
QTY |
|
Description
(If applicable, add printer |
|
Monthly
Fee |
|
Equipment |
|
Total
Monthly |
|
Total |
|
|
[**] |
|
64K Data Circuts |
|
[**] |
|
|
|
[**] |
|
[**] |
|
|
[**] |
|
PC Gateway |
|
[**] |
|
[**] |
|
[**] |
|
[**] |
|
|
[**] |
|
Printer |
|
[**] |
|
[**] |
|
[**] |
|
[**] |
|
|
|
|
|
|
|
|
|
|
[**] |
|
[**] |
|
|
|
|
|
|
|
|
|
|
[**] |
|
[**] |
|
|
|
|
Total Monthly Worldspan Equipment Lease Standard Fee: |
|
|
|
[**] |
|
|
|
||
|
|
|
Total Worldspan Equipment Value: |
|
|
|
|
|
[**] |
|
||
3. Worldspan Software
|
QTY |
|
Description |
|
Monthly
Fee |
|
Software |
|
Total
Monthly |
|
Total
Software |
|
|
|
|
|
|
|
|
|
|
[**] |
|
[**] |
|
|
|
|
|
|
|
|
|
|
[**] |
|
[**] |
|
|
|
|
|
|
|
|
|
|
[**] |
|
[**] |
|
|
|
|
|
|
|
|
|
|
[**] |
|
[**] |
|
|
|
|
|
|
|
|
|
|
[**] |
|
[**] |
|
|
|
|
Total Monthly Worldspan Software Lease Standard Fee: |
|
|
|
|
|
[**] |
|
|
|
|
|
|
Total Worldspan Software Value: |
|
|
|
|
|
|
|
[**] |
|
4. Worldspan Services
Optional Services subject to Productivity Discount may be provided by Worldspan to Customer. Customer shall be subject to Worldspan’s then prevailing fees, terms and conditions for each such service, subject to discounts pursuant to Article III herein. Customer may discontinue any such service with thirty (30) days’ advance notice to discontinue the service.
|
Quantity |
|
Description |
|
Monthly
Fee |
|
Total |
|
|
|
|
|
|
|
|
[**] |
|
|
|
|
|
|
|
|
[**] |
|
|
|
|
|
|
|
|
[**] |
|
|
|
|
|
|
|
|
[**] |
|
|
|
|
|
|
|
|
[**] |
|
|
Total Optional Monthly Services Standard Fee: |
[**] |
|
|||||
[**] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.
2
|
5. |
[**] |
Terminal Addresses for Customer Owned Equipment |
[**] |
each: |
[**] |
6. Customer Equipment
|
Quantity |
|
Description/Serial Number (Add printer functionality, if applicable) |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
C. FEES
|
1. |
Monthly Communication Support Standard Fee |
[**] |
|
|
|
|
|
2. |
Wide Area Network Monthly Communication Fee: |
[**] |
|
|
|
|
|
3. |
Customer agrees to pay Worldspan a monthly installation fee of: |
[**] |
|
|
Total Monthly Equipment, Software, Services and Communications Support Standard Fee (Subject to Productivity Discount): |
[**] |
4. Worldspan Services - Not Subject to Productivity Discount
Optional Services not subject to Productivity Discount may be provided by Worldspan to Customer. Customer shall be subject to Worldspan’s then prevailing fees, terms and conditions for each such service. Customer may discontinue any such service with thirty (30) days’ advance notice to discontinue the service.
|
Quantity |
|
Description of Service |
|
Monthly
Fee per |
|
Total
Monthly |
|
|
|
|
|
|
|
|
[**] |
|
|
|
|
|
|
|
|
[**] |
|
|
|
|
|
|
|
|
[**] |
|
|
|
|
|
|
|
|
[**] |
|
|
Optional Monthly Services Standard Fee Not Subject to Productivity Discount: |
[**] |
|
|||||
5. Installation and Additional Fees:
|
Installation Fee |
|
|
|
|
Customer agrees to pay Worldspan a one time installation fee of: |
|
[**] |
|
|
|
|
|
|
|
Additional Fees |
|
|
|
|
Customer agrees to pay Worldspan a one time fee of: |
|
[**] |
|
|
|
|
|
|
|
Additional Fees may be due pursuant to one or more amendments, attachments or addenda to this Exhibit. |
|
||
[**] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.
3
SUBSCRIBER ENTITY AGREEMENT - EXHIBIT 6 of 10
E-Commerce
|
|
Customer Number: |
[**] |
|
|
Home Customer No.: |
[**] |
ARTICLE I. EXHIBIT
A. THIS is an Exhibit to the Worldspan Subscriber Entity Agreement (the “Exhibit”), by and between Worldspan, L.P., 300 Xxxxxxxx Xxxxxxx, X.X., Xxxxxxx, Xxxxxxx, 00000 (“Worldspan”) and the undersigned entity (“Customer”) identified on the signature page of the Subscriber Entity Agreement dated the 1 of October, 2001.
B. Customer agrees to pay Worldspan charges according to the terms of the Subscriber Entity Agreements, including Exhibit(s) attached hereto and incorporated herein (the “Locations”).
ARTICLE II. EQUIPMENT, SOFTWARE, SERVICES AND FEES
Equipment, software, and services are identified below, along with related fees:
A. LOCATION
|
“Location” means the following location for installation of the Worldspan Equipment and Software. |
||||||||||
|
Customer Legal Name: |
Priceline Europe |
|
|
SID: |
U6T |
|||||
|
dba: |
Priceline Europe |
ARC: |
|
9903000 |
||||||
|
Address: |
C/O Equant Application Services |
|
|
|||||||
|
City: |
Godalming |
State: |
UK |
Zip: |
EN GB XX0 |
|||||
|
County: |
Telephone: |
|
||||||||
|
e-mail: |
ERSP: |
|
||||||||
|
Customer’s billing information: |
|
||
|
Address: |
same as above |
|
|
|
City: |
State: |
Zip: |
|
|
County: |
Telephone: |
|
|
B. EQUIPMENT, SOFTWARE AND SERVICES (Subject to Productivity Discount)
|
1. |
Booking Terminal Addresses associated with Worldspan Equipment |
[**] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.
1
2. Worldspan Equipment
|
QTY |
|
Description
(If applicable, add printer |
|
Monthly
Fee |
|
Equipment |
|
Total
Monthly |
|
Total |
|
|
[**] |
|
64K Data Circut |
|
[**] |
|
|
|
[**] |
|
[**] |
|
|
|
|
|
|
|
|
|
|
[**] |
|
[**] |
|
|
|
|
|
|
|
|
|
|
[**] |
|
[**] |
|
|
|
|
|
|
|
|
|
|
[**] |
|
[**] |
|
|
|
|
|
|
|
|
|
|
[**] |
|
[**] |
|
|
|
|
Total Monthly Worldspan Equipment Lease Standard Fee: |
|
|
|
[**] |
|
|
|
||
|
|
|
Total Worldspan Equipment Value: |
|
|
|
|
|
[**] |
|
||
3. Worldspan Software
|
QTY |
|
Description |
|
Monthly
Fee |
|
Software |
|
Total
Monthly |
|
Total
Software |
|
|
|
|
|
|
|
|
|
|
[**] |
|
[**] |
|
|
|
|
|
|
|
|
|
|
[**] |
|
[**] |
|
|
|
|
|
|
|
|
|
|
[**] |
|
[**] |
|
|
|
|
|
|
|
|
|
|
[**] |
|
[**] |
|
|
|
|
|
|
|
|
|
|
[**] |
|
[**] |
|
|
|
|
Total Monthly Worldspan Software Lease Standard Fee: |
|
|
|
|
|
[**] |
|
|
|
|
|
|
Total Worldspan Software Value: |
|
|
|
|
|
|
|
[**] |
|
4. Worldspan Services
Optional Services subject to Productivity Discount may be provided by Worldspan to Customer. Customer shall be subject to Worldspan’s then prevailing fees, terms and conditions for each such service, subject to discounts pursuant to Article III herein. Customer may discontinue any such service with thirty (30) days’ advance notice to discontinue the service.
|
Quantity |
|
Description |
|
Monthly
Fee |
|
Total |
|
|
|
|
|
|
|
|
[**] |
|
|
|
|
|
|
|
|
[**] |
|
|
|
|
|
|
|
|
[**] |
|
|
|
|
|
|
|
|
[**] |
|
|
|
|
|
|
|
|
[**] |
|
|
Total Optional Monthly Services Standard Fee: |
[**] |
|
|||||
[**] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.
2
|
5. |
[**] |
Terminal Addresses for Customer Owned Equipment |
[**] |
each: |
[**] |
6. Customer Equipment
|
Quantity |
|
Description/Serial Number (Add printer functionality, if applicable) |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
C. FEES
|
1. |
Monthly Communication Support Standard Fee |
[**] |
|
|
|
|
|
2. |
Wide Area Network Monthly Communication Fee: |
[**] |
|
|
|
|
|
3. |
Customer agrees to pay Worldspan a monthly installation fee of: |
[**] |
|
|
Total Monthly Equipment, Software, Services and Communications Support Standard Fee (Subject to Productivity Discount): |
[**] |
4. Worldspan Services - Not Subject to Productivity Discount
Optional Services not subject to Productivity Discount may be provided by Worldspan to Customer. Customer shall be subject to Worldspan’s then prevailing fees, terms and conditions for each such service. Customer may discontinue any such service with thirty (30) days’ advance notice to discontinue the service.
|
Quantity |
|
Description of Service |
|
Monthly
Fee per |
|
Total
Monthly |
|
|
|
|
|
|
|
|
[**] |
|
|
|
|
|
|
|
|
[**] |
|
|
|
|
|
|
|
|
[**] |
|
|
|
|
|
|
|
|
[**] |
|
|
Optional Monthly Services Standard Fee Not Subject to Productivity Discount: |
[**] |
|
|||||
5. Installation and Additional Fees:
|
Installation Fee |
|
|
|
|
Customer agrees to pay Worldspan a one time installation fee of: |
|
[**] |
|
|
|
|
|
|
|
Additional Fees |
|
|
|
|
Customer agrees to pay Worldspan a one time fee of: |
|
[**] |
|
|
|
|
|
|
|
Additional Fees may be due pursuant to one or more amendments, attachments or addenda to this Exhibit. |
|
||
[**] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.
3
SUBSCRIBER ENTITY AGREEMENT - EXHIBIT 7 of 10
E-Commerce
|
|
Customer Number: |
[**] |
|
|
Home Customer No.: |
[**] |
ARTICLE I. EXHIBIT
A. THIS is an Exhibit to the Worldspan Subscriber Entity Agreement (the “Exhibit”), by and between Worldspan, L.P., 300 Xxxxxxxx Xxxxxxx, X.X., Xxxxxxx, Xxxxxxx, 00000 (“Worldspan”) and the undersigned entity (“Customer”) identified on the signature page of the Subscriber Entity Agreement dated the 1 of October, 2001.
B. Customer agrees to pay Worldspan charges according to the terms of the Subscriber Entity Agreements, including Exhibit(s) attached hereto and incorporated herein (the “Locations”).
ARTICLE II. EQUIPMENT, SOFTWARE, SERVICES AND FEES
Equipment, software, and services are identified below, along with related fees:
A. LOCATION
|
“Location” means the following location for installation of the Worldspan Equipment and Software. |
||||||||||
|
Customer Legal Name: |
Xxxxxxxxx.xxx |
|
|
SID: |
ET1 |
|||||
|
dba: |
Xxxxxxxxxx - Priceline, Ltd |
ARC: |
|
9908001 |
||||||
|
Address: |
2/X Xxxxxxxx Xxxxx |
|
|
|||||||
|
Xxxx: |
Xxxxx Xxx, Xxxx Xxxx |
Xxxxx: |
|
Zip: |
|
|||||
|
County: |
Telephone: |
|
||||||||
|
e-mail: |
ERSP: |
|
||||||||
|
Customer’s billing information: |
|
||
|
Address: |
same as above |
|
|
|
City: |
State: |
Zip: |
|
|
County: |
Telephone: |
|
|
B. EQUIPMENT, SOFTWARE AND SERVICES (Subject to Productivity Discount)
|
1. |
Booking Terminal Addresses associated with Worldspan Equipment |
[**] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.
1
2. Worldspan Equipment
|
QTY |
|
Description
(If applicable, add printer |
|
Monthly
Fee |
|
Equipment |
|
Total
Monthly |
|
Total |
|
|
[**] |
|
64K Data Circut |
|
[**] |
|
|
|
[**] |
|
[**] |
|
|
|
|
|
|
|
|
|
|
[**] |
|
[**] |
|
|
|
|
|
|
|
|
|
|
[**] |
|
[**] |
|
|
|
|
|
|
|
|
|
|
[**] |
|
[**] |
|
|
|
|
|
|
|
|
|
|
[**] |
|
[**] |
|
|
|
|
Total Monthly Worldspan Equipment Lease Standard Fee: |
|
|
|
[**] |
|
|
|
||
|
|
|
Total Worldspan Equipment Value: |
|
|
|
|
|
[**] |
|
||
3. Worldspan Software
|
QTY |
|
Description |
|
Monthly
Fee |
|
Software |
|
Total
Monthly |
|
Total
Software |
|
|
|
|
|
|
|
|
|
|
[**] |
|
[**] |
|
|
|
|
|
|
|
|
|
|
[**] |
|
[**] |
|
|
|
|
|
|
|
|
|
|
[**] |
|
[**] |
|
|
|
|
|
|
|
|
|
|
[**] |
|
[**] |
|
|
|
|
|
|
|
|
|
|
[**] |
|
[**] |
|
|
|
|
Total Monthly Worldspan Software Lease Standard Fee: |
|
|
|
|
|
[**] |
|
|
|
|
|
|
Total Worldspan Software Value: |
|
|
|
|
|
|
|
[**] |
|
4. Worldspan Services
Optional Services subject to Productivity Discount may be provided by Worldspan to Customer. Customer shall be subject to Worldspan’s then prevailing fees, terms and conditions for each such service, subject to discounts pursuant to Article III herein. Customer may discontinue any such service with thirty (30) days’ advance notice to discontinue the service.
|
Quantity |
|
Description |
|
Monthly
Fee |
|
Total |
|
|
|
|
|
|
|
|
[**] |
|
|
|
|
|
|
|
|
[**] |
|
|
|
|
|
|
|
|
[**] |
|
|
|
|
|
|
|
|
[**] |
|
|
|
|
|
|
|
|
[**] |
|
|
Total Optional Monthly Services Standard Fee: |
[**] |
|
|||||
[**] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.
2
|
5. |
[**] |
Terminal Addresses for Customer Owned Equipment |
[**] |
each: |
[**] |
6. Customer Equipment
|
Quantity |
|
Description/Serial Number (Add printer functionality, if applicable) |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
C. FEES
|
1. |
Monthly Communication Support Standard Fee |
[**] |
|
|
|
|
|
2. |
Wide Area Network Monthly Communication Fee: |
[**] |
|
|
|
|
|
3. |
Customer agrees to pay Worldspan a monthly installation fee of: |
[**] |
|
|
Total Monthly Equipment, Software, Services and Communications Support Standard Fee (Subject to Productivity Discount): |
[**] |
4. Worldspan Services - Not Subject to Productivity Discount
Optional Services not subject to Productivity Discount may be provided by Worldspan to Customer. Customer shall be subject to Worldspan’s then prevailing fees, terms and conditions for each such service. Customer may discontinue any such service with thirty (30) days’ advance notice to discontinue the service.
|
Quantity |
|
Description of Service |
|
Monthly
Fee per |
|
Total
Monthly |
|
|
|
|
|
|
|
|
[**] |
|
|
|
|
|
|
|
|
[**] |
|
|
|
|
|
|
|
|
[**] |
|
|
|
|
|
|
|
|
[**] |
|
|
Optional Monthly Services Standard Fee Not Subject to Productivity Discount: |
[**] |
|
|||||
5. Installation and Additional Fees:
|
Installation Fee |
|
|
|
|
Customer agrees to pay Worldspan a one time installation fee of: |
|
[**] |
|
|
|
|
|
|
|
Additional Fees |
|
|
|
|
Customer agrees to pay Worldspan a one time fee of: |
|
[**] |
|
|
|
|
|
|
|
Additional Fees may be due pursuant to one or more amendments, attachments or addenda to this Exhibit. |
|
||
[**] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.
3
SUBSCRIBER ENTITY AGREEMENT - EXHIBIT 8 of 10
E-Commerce
|
|
Customer Number: |
[**] |
|
|
Home Customer No.: |
[**] |
ARTICLE I. EXHIBIT
A. THIS is an Exhibit to the Worldspan Subscriber Entity Agreement (the “Exhibit”), by and between Worldspan, L.P., 300 Xxxxxxxx Xxxxxxx, X.X., Xxxxxxx, Xxxxxxx, 00000 (“Worldspan”) and the undersigned entity (“Customer”) identified on the signature page of the Subscriber Entity Agreement dated the 1 of October, 2001.
B. Customer agrees to pay Worldspan charges according to the terms of the Subscriber Entity Agreements, including Exhibit(s) attached hereto and incorporated herein (the “Locations”).
ARTICLE II. EQUIPMENT, SOFTWARE, SERVICES AND FEES
Equipment, software, and services are identified below, along with related fees:
A. LOCATION
|
“Location” means the following location for installation of the Worldspan Equipment and Software. |
||||||||||
|
Customer Legal Name: |
Xxxxxxxxx.xxx |
|
|
SID: |
4R0 |
|||||
|
dba: |
Xxxxxxxxxx - Priceline, Ltd |
ARC: |
|
1330560 |
||||||
|
Address: |
400 Xxxxxxx Xxxxx |
|
|
|||||||
|
Xxxx: |
Xxxxx Xxx, Xxxx Xxxx |
Xxxxx: |
|
Zip: |
|
|||||
|
County: |
Telephone: |
|
||||||||
|
e-mail: |
ERSP: |
|
||||||||
|
Customer’s billing information: |
|
||
|
Address: |
same as above |
|
|
|
City: |
State: |
Zip: |
|
|
County: |
Telephone: |
|
|
B. EQUIPMENT, SOFTWARE AND SERVICES (Subject to Productivity Discount)
|
1. |
Booking Terminal Addresses associated with Worldspan Equipment |
[**] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.
1
2. Worldspan Equipment
|
QTY |
|
Description
(If applicable, add printer |
|
Monthly
Fee |
|
Equipment |
|
Total
Monthly |
|
Total |
|
|
[**] |
|
64K Data Circut |
|
[**] |
|
|
|
[**] |
|
[**] |
|
|
[**] |
|
IBM Celeron PCs |
|
[**] |
|
[**] |
|
[**] |
|
[**] |
|
|
[**] |
|
Ticket Printers |
|
[**] |
|
[**] |
|
[**] |
|
[**] |
|
|
[**] |
|
Invoice Printers |
|
[**] |
|
[**] |
|
[**] |
|
[**] |
|
|
|
|
|
|
|
|
|
|
[**] |
|
[**] |
|
|
|
|
Total Monthly Worldspan Equipment Lease Standard Fee: |
|
|
|
[**] |
|
|
|
||
|
|
|
Total Worldspan Equipment Value: |
|||||||||