EFFECTIVE DATE: April 24, 2020

SOUTHWEST AIRLINES TRAVEL AGENT ADDENDUM

1. Terms of Appointment for Certain ARC Agents.

This Southwest Airlines Travel Agent Addendum (this “Addendum”) governs the principal-agent relationship between Southwest Airlines Co. (“SWA”) and each Airline Reporting Corporation (“ARC”)-accredited travel agency located in the United States (including all affiliated locations under common control with such travel agency), but only if and to the extent such travel agency (i) settles GDS-issued tickets through ARC’s Area Settlement Plan and (ii) has been separately appointed by SWA pursuant to a Certificate of Appointment delivered pursuant to the ARA (collectively, “Agent” and each such location, an “Agency Location”). This Addendum forms part of the terms of Agent’s appointment (“Appointment”) as an agent authorized to sell SWA’s transportation services (“Services”) pursuant to the ARC Agent Reporting Agreement (“ARA”). This Addendum is effective as of the date set forth above (“Effective Date”). If Agent’s Appointment was made pursuant to a Certificate of Appointment delivered by SWA pursuant to the ARA prior to the Effective Date, then this Addendum will supersede and replace, in their entirety, the terms and conditions set forth in any Certificate of Appointment previously delivered to Agent. Agent’s continued booking or sales of SWA’s Services following the publication of this Addendum will constitute Agent’s agreement to and acceptance of the Agreement. This Addendum (including any Rules issued hereunder) and the ARA are referred to collectively as the “Agreement”. 

2. Contract of Carriage.

Agent acknowledges that SWA’s Contract of Carriage exclusively governs the sale and provision of transportation by Southwest as between Southwest and the passenger or purchaser. Accordingly, in connection with its activities on behalf of any passenger or purchaser, Agent may not alter the terms and conditions of the Contract of Carriage. Agent acknowledges that the Contract of Carriage may change without notice and is incorporated herein by reference. The Contract of Carriage is available at https://www.southwest.com/assets/pdfs/corporate-commitments/contract-of-carriage.pdf. Agent shall notify all its clients and customers that they are subject to the Contract of Carriage and provide the link for their referral. In the event of any conflict between this Addendum and the ARA, this Addendum will prevail. In the event of a conflict between this Addendum and SWA’s Contract of Carriage, the Contract of Carriage will prevail.

3. Right to Suspend and Terminate Agent’s Appointment.

SWA may, immediately upon written notice to Agent, without cause or penalty, suspend or limit Agent’s Appointment for any reason, including terminating SWA’s appointment of any Agency Location or Agent’s Appointment. If any Agency Location is terminated, then Agent may not act in any agency capacity whatsoever for the sale of SWA’s Services from the terminated location.

4. Compliance with SWA’s Rules.

Agent shall comply with the Agreement and any and all of SWA’s instructions, rules, regulations, requirements, general conditions of sale or carriage (including SWA’s Contract of Carriage for passengers), fare rules and procedures (collectively, “Rules”) with respect to booking any reservation or issuing, reissuing, selling, exchanging, refunding, cancelling or reporting any ticket calling for transportation, including ancillary products or services, on SWA. Agent acknowledges that the Rules may change from time to time and Agent will be responsible for reviewing and understanding all such Rules. Agent’s failure to comply either with any of the Rules or with applicable laws and regulations may subject Agent to (a) relevant cost recovery actions including debit memos from SWA for any loss, damages or claims incurred by SWA by reason of the violation, (b) the suspension, limitation or termination of Agent’s Appointment or of any Agency Location and (c) legal or equitable remedies.

5. Prohibition of Fraudulent, Fictitious or Abusive Booking Practices.

Agent acknowledges that fraudulent, fictitious and abusive bookings violate the Rules, and it is Agent’s responsibility to ensure that bookings made or tickets issued by Agent are only in respect of customers’ genuine travel requirements. Agent shall not offer or encourage customers to request any ticketing or booking that does not reflect the genuine travel requirements of the customer. Agent is prohibited from seeking to manipulate ticketing or booking in any way, attempt to circumvent journey controls for any reason including, but not limited to, obtaining sold out inventory and any other practice prohibited by the Rules or SWA’s Contract of Carriage as amended from time to Without limitation, the following booking practices are prohibited:

(a) Duplicate Bookings. Agent shall not create duplicate bookings for a passenger in different PNRs. Agent shall not create multiple itineraries thus blocking several flights when such itinerary is impossible to fly. Agent shall not duplicate any reservation booked in a CRS, GDS or other distribution intermediary, SWA’s internal reservation system or by another travel agent. Because there is no business requirement in having a duplicate booking, even a single duplicate booking will warrant a debit memo.

(b) Churning. Agent shall refrain from repeatedly cancelling and re-booking. SWA understands that a small amount of these practices are a part of the ticketing process; however, any cancellations and re-bookings done in excess of 3 for the same segment is prohibited.

(c) Fictitious Names and other Speculative Bookings. Agent shall not make bookings with fictitious names (thus blocking inventory). Agent’s staff’s trainings must only be conducted in a test or training environment.

(d) Excessive Polling. Agent shall not, directly or indirectly, automatically poll SWA’s inventory systems at an excessive rate.

(e) Misrepresentation. Agent shall not engage in any fraudulent activity, including but not limited to altering flight coupons for non-qualifying discount travel, backdating tickets, or selling no-cash-value coupons, discounts, or upgrades. Fraudulent activity also includes intentionally withholding or misrepresenting information regarding the Services, such as information regarding availability and pricing.

(f)   Location Shifting. Agent shall not make a booking or issue a ticket from a sales location that is different than the one selected by the customer to circumvent availability, commissions, or other airline controls.

6. Debit Memos.

If Agent issues a ticket in violation of the Agreement or is otherwise in violation of the Rules, then SWA may issue a debit memo to Agent for any loss, damages or claims incurred by SWA by reason of the violation, including, without limitation, an amount equal to the cost of the ticket, the difference between the applicable fare and the fare actually used, fees charged by distribution intermediaries, lost revenue from spoiled inventory, or a charge for the cost of servicing SWA has to provide to address Agent’s violation of the Agreement and/or the Rules, as SWA deems appropriate. In addition, SWA may suspend, limit or terminate the Agency Location or Agent’s Appointment upon notice to Agent. SWA’s debit memo policies will apply as published and updated from time to time.

7. Redistribution.

Agent’s Appointment is for the sole purpose of Agent’s marketing and selling the Services directly to customers for those particular Services. Agent’s Appointment is specific to Agent, and does not include any authority for Agent to do any of the following, without SWA’s specific prior written consent: (a) to appoint a third party to access or sell SWA’s Services (including fares, ancillaries or associated inventory); (b) to facilitate sales of SWA’s Services via third party channel; or (c) to offer or distribute SWA’s Services as part of a service that is branded for a third party. In addition, if Agent uses or works with a non-accredited entity in making a booking, then Agent acknowledges and agrees that SWA reserves the right to reject the booking in SWA’s sole discretion and that Agent nonetheless remains fully responsible to SWA in all respects for any bookings made by third parties and ticketed via Agent’s Appointment.

8. Data Security and Data Ownership.

Agent shall comply with the data security and data ownership provisions under the Agreement, which apply to all information or data that is SWA’s schedule, fare and inventory information or otherwise relates to a relationship or transaction (including, without limitation, a booking) between a passenger or purchaser and SWA (e.g., Rapid Rewards number, PNRs, booking and payment data) (“SWA Data”). Agent agrees that SWA Data is owned by SWA may be used by Agent solely for purposes that are within the scope of Agent’s Appointment.

9. Legal Compliance.

Agent shall comply with all laws and regulations applicable to its activities under the All advertising and promotions by Agent for SWA’s Services must fully comply with all applicable laws, rules, regulations and guidelines (including but not limited to those published by the US Department of Transportation). In addition, Agent shall comply with all rules and guidance produced from time to time regarding advertising and promotions within the relevant market, including those pertaining to full fare advertising, price increases and ancillary services.

10. Audit.

Without limiting the audit provisions of the ARA, SWA will have the right to audit Agent’s activities under the Agreement. Agent shall provide SWA with access to Agent’s systems and materials related to its obligations under the Agreement as reasonably requested by SWA in order to verify Agent’s compliance with all of the terms of the Agreement

11. Confidentiality.

Without limiting Agent’s confidentiality obligations under the ARA, Agent understands that Agent’s relationship with SWA is one of confidence and that during the term of the Agreement, Agent may acquire or may have already acquired knowledge of, or access to information which relates to the business, operations, products or plans of SWA which is not known to the general public (“Confidential Information”). Agent shall not at any time, without the prior written consent of SWA, either during Agent’s engagement or thereafter, (a) disclose any Confidential Information to any other person or entity, or (b) use any Confidential Information for Agent’s own benefit or the benefit of any other person or entity. Agent agrees that its agents, employees, approved independent contractors and representatives will be bound and obligated by the same provisions of confidentiality as Agent. The foregoing obligation will not apply to information which Agent can prove through appropriate documentation: (i) was known to Agent prior to receipt from SWA; (ii) is or lawfully becomes generally available to the public; (iii) is lawfully acquired from third parties who have a right to disclose such information; or (iv) Agent is required by law to release, provided Agent provides prompt written notice to SWA of such requests with sufficiently prior disclosure to enable SWA to obtain an appropriate protective order in its discretion. Neither the Agreement nor the disclosure by SWA of Confidential Information to Agent shall be deemed by implication or otherwise to vest in Agent any rights, licenses or trademarks in or to the Confidential Information. At any time at SWA’s request, Agent agrees to promptly return all Confidential Information in its possession to Agent. Agent agrees that any breach of the Agreement could cause irreparable damage for which SWA will have no adequate remedy under law and that, in the event of such breach, SWA shall have the right to attend to courts to claim respective losses and damages, in addition to any and all remedies under law.

12. Miscellaneous.

(a) Changes to the Addendum. SWA may amend or modify this Addendum at any time by posting updates to a SWA website made available to travel agents, through an ARC-controlled interface and/or as otherwise notified to Agent, with such changes to be effective on thirty (30) days’ notice unless SWA determines in its sole discretion that any change must be implemented within a shorter period. All changes to the terms of this Addendum will be binding on Agent without need for further acceptance by Agent for all bookings and ticketing activity as of the effective date of the change. However, in the event of any such change, Agent may, within thirty (30) days of such change to these terms and conditions, terminate its Appointment, the ARA and this Addendum.

(b) Waiver. Any waiver or modification of any of the terms of the Agreement must be in writing from SWA. Agent agrees that failure of or delay by SWA to require strict performance or to enforce any provision of the Agreement, or a previous waiver or forbearance by SWA, will in no way be construed as, or constitute, a continuing waiver by SWA of any Rule or any provision of the Agreement.

(c) Third Party Rights. No person who is not a party to this Agreement will have the right to enforce any terms or conditions of this Agreement.

(d) Sub-Agents. To the extent that Agent engages sub-agents, vendors or other third party contractors to support Agent’s activities within the scope of the Appointment, Agent will be responsible to SWA for their full compliance with the Agreement, including any of their acts or omissions that violate the Contract of Carriage related to any booking for which Agent makes a reservation or issues a ticket..

(e) Severability. If any provision of these terms and conditions is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect and will be construed as if the invalid provisions were not included.

(f)  Applicable Law and Jurisdiction. THE LAWS OF THE STATE OF TEXAS WILL GOVERN THE ENTIRE RELATIONSHIP BETWEEN SWA AND AGENT INCLUDING ALL DISPUTES THAT MAY ARISE BETWEEN SWA AND AGENT REGARDING THIS AGREEMENT. Any dispute relating to or arising out of this Agreement (including non-contractual disputes or claims) will be exclusively submitted to the federal OR state courts in and for Dallas County. Both Agent and SWA consent to the jurisdiction of such courts, and Agent hereby waives any claim of lack of jurisdiction.