1. LICENSE. Customer is hereby given a non-exclusive, non-transferable limited license to use an Internet solution (“the software”) for the term of this Agreement for the sole purpose of making travel service reservations for itself and its employees. Customer agrees not to disclose, lease, sell distribute, copy, transfer or assign the software or ID(s) to any third party without Worldspan’s written consent. Customer acknowledges that Worldspan retains all rights, title and interest in the software, including the right to license to other users. Upon termination of this Agreement, Customer agrees to de-install any Worldspan software and return all software media and documentation to Worldspan.

2. ACCESS. All equipment necessary to access Worldspan ("the Equipment") will be provided by Customer. Worldspan will have no obligation regarding the selection, acquisition, maintenance or use of the Equipment. These obligations are the sole responsibility of Customer. The software will enable Customer to access travel related information or to book reservations for air transportation, car rentals, hotel accommodations and other services and functions that Worldspan may elect to add from time to time. However, Customer will not have the ability to print tickets via the software.

3. TICKETING SOURCE. Customer must designate an ARC/IATA approved travel agency utilizing the System (“Sponsor”) who has agreed to participate in the software program to print tickets and to store necessary travel records and bookings of Customer. Customer must advise name and location of Sponsor designated on the software Order Form. Customer may designate a new Sponsor from time to time but must complete another Order Form indicating these changes and submit this document plus the applicable fee each time a new Sponsor is designated.

4. DISCLAIMER OF WARRANTIES. (a) Because the software product involves use of communications lines and Equipment not maintained or controlled by Worldspan, Worldspan cannot provide any warranty with respect to the software reliability. WORLDSPAN DISCLAIMS, AND CUSTOMER WAIVES, ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY INTENDED USE OF THE DATA OR SERVICES PROVIDED THROUGH THE SOFTWARE OR ANY LIABILITY IN NEGLIGENCE OR TORT WITH RESPECT TO THE SOFTWARE. CUSTOMER AGREES THAT WORLDSPAN WILL NOT BE LIABLE TO IT FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES UNDER ANY CIRCUMSTANCES. Additionally, Worldspan will not be liable to Customer for any interruption in access to the software, whether caused by Worldspan, the public or private data network operation, the Sponsor or any other cause. Customer's sole remedy for interruption in the software will be to terminate this Agreement as provided below. (b) Because the software involves the use of a variety of vendors not owned, maintained or controlled by Worldspan, Customer acknowledges that Worldspan does not warrant the accuracy, merchantability or the fitness for particular purpose of any data provided under this Agreement. Worldspan will not be liable to Customer for any injury, loss, claim or damage caused in whole or part by the negligence of Worldspan or by contingencies beyond Worldspan’s control in procuring, collecting, compiling, abstracting, interpreting, communicating, processing or delivering any such data. However, if any errors in data transmitted are due to circumstances under Worldspan's control, Worldspan will use its best efforts to correct such errors in a timely manner. In the event a passenger utilizes a confirmed ticket for air transportation booked by Customer by means of the software and is refused carriage because of an oversale of seats or the lack of record of such reservation, Customer and Worldspan agree that the sole remedy of Customer will be as set forth in the tariff of the refusing carrier or applicable terms and conditions of the carrier's contract of carriage. (c) the software is intended for a one-entry, one response format based on Customer's manual entry or request to the System data base and not based on a pre-programmed series of requests that could overload Worldspan. Therefore, Customer will be limited to two (2) upline transmissions messages per second from each terminal accessing the software. Worldspan will not be responsible for the limited line capacity of Customer's Equipment should the System protocol allow for more lines per screen than that provided for in Customer's video terminal. Customer is solely responsible for choosing an Internet service provider and Worldspan makes no representation or warranty as to the suitability or compatibility of any such provider.

5. INDEMNIFICATION. Customer hereby agrees to indemnify and hold Worldspan, its officers, directors, agents, employees and affiliates harmless from and against all liabilities, damages, losses, expenses, claims, demands, suites, fines, judgments, including but not limited to attorneys' fees, experts' fees, expenses and costs incident thereto, which may be suffered by, accrued against, be charged to or recoverable from Worldspan, its parent, subsidiaries, officers, directors, agents, employees or affiliates, by reason of any injuries to or deaths of persons or loss of, damage to or destruction of property (including loss of use thereof) arising out of or in connection with any negligent act, error or omission of Customer.

6. TERM OF AGREEMENT. The terms and conditions of this Agreement commence effective on the date Worldspan accepts Customer’s order and will continue until terminated by either party, with or without cause, upon thirty (30) days' written notice to the other party.

7. EVENTS OF DEFAULT. Customer will be in default hereunder if (a) Customer misuses the software in any of the ways defined in paragraph eight (8) below; or (b) Customer or Sponsor fails to make any payments required by this Agreement; or (c) Customer breaches any terms of this Agreement or any other agreement with Worldspan or its corporate affiliates. In the event of default, Worldspan may, in addition to any other remedies available to it at law or in equity, terminate access to the software and this Agreement immediately. Worldspan is free to pursue any one or all of the remedies available to it, and the fact that it may delay or forego certain remedies at any time will not constitute a waiver of such remedy or an election of remedies.

8. USE OF THE SOFTWARE. (a) Customer will take all precautions necessary to prevent unauthorized operation of the software. Intentional misuse of the software, including, but not limited to, speculative booking or reservation of space in anticipation of demand or improper record or access, will be considered a material breach of this Agreement, and Worldspan will have the right to cancel this Agreement immediately without notice or liability to Customer. (b) Customer will not use any data transmitted under this Agreement to develop or publish any reservation, ticketing, sales, cargo or tariff guide. Customer will use such data solely for the purpose of making air carrier reservations and issuing schedule quotations, for Customer's accounting and record-keeping activities or for other travel-related services. Customer will not publish, disclose or otherwise make available to any third party the compilations of air carrier service data for its own benefit in connection with any reservation or schedule quotation or productions of a hard-copy air travel itinerary, invoice or statement for such customers directly through the software. (c) Customer agrees that it will remain responsible for the use and operation of the Equipment, and access to the software, regardless of whether such Equipment, or access to the software is used by Customer or a third party which the Customer allows to use the Equipment or to access the software.

9. EXCUSABLE DELAY. Neither party will be liable for delays in performance of this Agreement caused by acts of God, strikes or other labor difficulties, fires or any other cause beyond the party's reasonable control, including but not limited to delays, deficiencies or interruptions caused by the electrical or telephone line suppliers or other common carriers.

10. ADDITIONAL AND REPLACEMENT FUNCTIONS AND SERVICES. (a) Worldspan retains the right to modify the software functions or any related equipment at its discretion at any time during the term of this Agreement. However, such modifications will not materially alter the services provided under this Agreement. (b) Additional and replacement functions or services may be offered by Worldspan or requested by Customer in writing at any time after acceptance of this Agreement. Use by Customer of any such additional or replacement function or service constitutes agreement to accept Worldspan's then current prices, terms and conditions.

11. ASSIGNMENT. Customer will not transfer or assign this Agreement, or any right or obligation under it, by operation of law or otherwise, and any attempt to transfer or assign will render this Agreement null and void.

12. APPLICABLE LAW. This Agreement will be governed by the laws of the State of Texas and the United States of America. Customer hereby submits and consents to the exclusive jurisdiction of the courts of the United States of America and the State of Texas in any dispute arising out of the Agreement and agrees that service of process will be sufficient if made on the Secretary of State of the State of Texas with a copy sent registered mail to Customer at the address set forth in the Order Form or such other address as Customer may later specify by written notice to Worldspan.

13. NOTICES. Notices given or required under this Agreement will be deemed delivered if sent by mail, postage prepaid, to the addresses set forth for Customer and Worldspan in this Agreement.

14. WAIVER. A failure of Worldspan to require strict performances to enforce a provision of this Agreement or a previous waiver or forbearance by Worldspan will in no way be construed as a waiver or continuing waiver of any provision of this Agreement.

15. PAYMENT. (a) Customer or Sponsor (as indicated on the Order Form) will pay Sky Bird a non-refundable software license fee (if applicable) for the software as described in the Order Form for each Customer Identification ("ID") assigned by Worldspan and will thereafter pay a monthly $45.00 access charges, as described in the Order Form. All amounts payable under this Agreement are payable by Customer, as applicable, in United States dollars and due within thirty (30) days of invoice. Sky Bird may invoice Customer electronically and Customer agrees to receive invoices in an electronic form. Billing will commence upon completion of the order. The Monthly Access Fee for the software is subject to change by Worldspan upon thirty (30) days' written notice, and Customer retains the right to cancel the software prior to implementation of the increases should the new rate be unacceptable. Customer will pay any taxes, fees, licenses or assessments, imposed or levied by any federal, state or local authority as a result of any use of the software. (b) Customer may order with the initial sign-up or at any time following implementation of the software, additional ID(s) via the Order Form, and will pay the software license fee (if applicable), as described in the Order Form, and the monthly access fee for each additional ID ordered. The parties agree that any such order need not be signed unless requested by either party and that use of the additional ID(s) to access the software will constitute Customer's acceptance of the terms and conditions of this Agreement for such usage. Customer may order with the initial sign-up or at any time following the implementation of the software, additional product options associated with the software, and will pay the product fee, if any, that applies to that option, for each option ordered.