<PAGE>
As filed with the Securities and Exchange Commission on November 22, 1999
Registration No. 333-87161
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
---------------
AMENDMENT NO. 6
TO
FORM S-1
REGISTRATION STATEMENT
Under
the Securities Act of 1933
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GETTHERE.COM, INC.
(Exact name of Registrant as specified in its charter)
---------------
<TABLE>
<S> <C> <C>
Delaware 7372 93-1184437
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
4045 Campbell Avenue
Menlo Park, California 94025
(650) 752-1500
(Address, including zip code, and telephone number, including area code, of
the Registrant's principal executive offices)
---------------
GADI MAIER
President and Chief Executive Officer
GetThere.com, Inc.
4045 Campbell Avenue
Menlo Park, California 94025
(650) 752-1500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
<TABLE>
<S> <C>
Scott C. Dettmer, Esq. Richard A. Fink, Esq.
Bennett L. Yee, Esq. Timothy R. Curry, Esq.
Jonathan J. Noble, Esq. Jonathan P. Shanberge, Esq.
Robin J. Reilly, Esq. J. Omar Mahmud, Esq.
Gunderson Dettmer Stough Patrick J. O'Loughlin, Esq.
Villeneuve Franklin & Hachigian, LLP Brobeck, Phleger & Harrison LLP
155 Constitution Drive Two Embarcadero Place
Menlo Park, California 94025 2200 Geng Road
(650) 321-2400 Palo Alto, California 94303-0913
(650) 424-0160
</TABLE>
---------------
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the specific date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of this prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
---------------
Calculation of Registration Fee
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<TABLE>
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<CAPTION>
Proposed Maximum
Proposed Maximum Aggregate
Title of Each Class of Amount to be Offering Price Offering Amount of
Securities to be Registered Registered(1) per Share(2) Price(2) Registration Fee(3)
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<S> <C> <C> <C> <C>
Common Stock, ($0.0001 par
value) ......................... 5,750,000 $16.00 $92,000,000 $25,576
</TABLE>
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(1)Includes 750,000 shares which the Underwriters have the option to purchase
to cover over-allotments, if any.
(2)Estimated solely for the purposes of determining the registration fee
pursuant to Rule 457(a) promulgated under the Securities Act of 1933.
(3)Of this amount, $22,379 has been previously paid.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment that specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the Registration Statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to such Section 8(a), may determine.
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<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information contained in this preliminary prospectus is not complete and +
+we may change it. We may not sell these securities or accept your offer to +
+buy them until the documentation filed with the SEC relating to these +
+securities has been declared effective by the SEC. This prospectus is not an +
+offer to sell these securities or our solicitation of your offer to buy these +
+securities in any jurisdiction where that would not be permitted or legal. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION -- November 22, 1999
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PRELIMINARY PROSPECTUS
, 1999
[LOGO OF GETTHERE.COM APPEARS HERE]
5,000,000 Shares of Common Stock
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GetThere.com, Inc.:
. We are a provider of Internet-based travel procurement and supply services,
primarily for businesses and travel suppliers.
. GetThere.com, Inc.
4045 Campbell Avenue
Menlo Park, California 94025
(650) 752-1500
Proposed Symbol & Market:
. GTHR/Nasdaq National Market
The Offering:
. We are offering 5,000,000 shares of our common stock. The underwriters have
reserved 500,000 of these shares to sell to a subsidiary of United Air Lines.
. The underwriters have an option to purchase an additional 750,000 shares from
GetThere.com to cover over-allotments.
. This is our initial public offering. We anticipate that the initial public
offering price will be between $14.00 and $16.00 per share.
. We plan to use the net proceeds from this offering for working capital, the
purchase of property and equipment and other general corporate purposes.
. Closing: , 1999.
<TABLE>
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<S> <C> <C>
Per Share Total
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Public offering price: $ $
Underwriting fees:
Proceeds to GetThere.com:
</TABLE>
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This investment involves risk. See "Risk Factors" beginning on Page 6.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.
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Donaldson, Lufkin & Jenrette
Salomon Smith Barney
Bear, Stearns & Co. Inc.
WR Hambrecht + Co
<PAGE>
Description of Graphics--Inside Front Cover
At top of page, there is text that reads "Internet-Based Business-to-Business
Travel Procurement and Supply Services."
Underneath the text is the words "GT Exchange"
Underneath those words is a box with text inside that reads:
". Create travel preference profiles
. Access airline, car rental and hotel information and availability
. Access pricing information
. Create and ticket travel reservations
. Access travel-related information such as news, weather and maps
. Collect and analyze travel data."
There are arrows coming out of the box pointing to two screen shots.
At lower left side of page, there is a screen shot of the Nike travel booking
Web site. Immediately below the screen shot, there is text that reads:
"Businesses use ITN Global Manager"
At lower right side of page, there is a screen shot of the United Air Lines
consumer Web site. Immediately below the screen shot, there is text that reads:
"Suppliers use ITN FlightRez"
Framing the page, there is a partial customer list that includes the
following customers: United Air Lines, Travel.com, Cendant, American Express,
Texas Instruments, Chevron, Nike, Nabisco, Trip.com, Credit Suisse First
Boston, Lauda Airlines, PeopleSoft, Airlines.com, Airlines of the Web, Toyota,
Hewlett-Packard, National Airlines, IEEE, PricewaterhouseCoopers, Travelnow,
HP/Verifone, Inteletravel, Lawrence Berkeley Labs, AAA Travel, NationsBank,
Uniglobe, Ambassador Travel, Boeing.
<PAGE>
You should rely only on the information contained in this prospectus. We have
not authorized anyone to provide you with information different from that
contained in this prospectus. We are offering to sell, and seeking offers to
buy, shares of common stock only in jurisdictions where offers and sales are
permitted. The information contained in this prospectus is accurate only as of
the date of this prospectus, regardless of the time of delivery of the
prospectus or any sale of the common stock. In this prospectus, unless the
context indicates otherwise, the Company, GetThere.com, we, us and our refer to
GetThere.com, Inc., a Delaware corporation.
ITN is our registered trademark. GetThere.com, ITN Global Manager, ITN
FlightRez and GT Exchange are our trademarks. This prospectus also contains
trademarks of other companies.
We were incorporated in the State of California as Internet Travel Network on
August 7, 1995 and changed our name to GetThere.com, Inc. on July 16, 1999. Our
principal headquarters are located at 4045 Campbell Ave., Menlo Park,
California 94025, and our telephone number is (650) 752-1500. Information
contained on our Web site is not a part of this prospectus.
Unless otherwise indicated, all information in this prospectus:
. assumes no exercise of the underwriters' option to purchase an
additional 750,000 shares of common stock;
. gives effect to the conversion of all of our outstanding shares of
series A, B, C and E convertible preferred stock into shares of
common stock upon the closing of this offering;
. gives effect to our reincorporation from California to Delaware, to
become effective prior to the completion of this offering; and
. assumes the effectiveness of our amended and restated certificate of
incorporation in the State of Delaware upon the completion of this
offering.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
Prospectus Summary....................................................... 1
Risk Factors............................................................. 6
Use of Proceeds.......................................................... 23
Dividend Policy.......................................................... 23
Capitalization........................................................... 24
Dilution................................................................. 25
Selected Financial Data.................................................. 27
Management's Discussion and Analysis of Financial Condition and Results
of Operations........................................................... 28
Business................................................................. 42
</TABLE>
<TABLE>
<CAPTION>
Page
<S> <C>
Management................................................................. 54
Relationships and Related Transactions..................................... 66
Principal Stockholders..................................................... 71
Description of Capital Stock............................................... 73
Shares Eligible for Future Sale............................................ 80
Underwriting............................................................... 82
Legal Matters.............................................................. 85
Experts.................................................................... 85
Additional Information..................................................... 85
Index to Financial Statements.............................................. F-1
</TABLE>
i
<PAGE>
PROSPECTUS SUMMARY
You should read the following summary together with the more detailed
information regarding our company and the common stock being sold in this
offering and our financial statements and the related notes appearing elsewhere
in this prospectus.
In evaluating an investment in our common stock, you should consider the
following risks:
. our business model is evolving;
. we have continuing net losses, including $20.3 million for the six months
ended July 31, 1999 and $15.6 million for the fiscal year ended January
31, 1999, and our operating results fluctuate;
. we will record significant charges associated with the amortization of
stock-based compensation and other securities issuances;
. we face intense competition;
. we depend on United Air Lines;
. we have experienced low adoption rates of our services;
. we depend on our ITN Global Manager and ITN FlightRez services;
. our inability to address customer complaints;
. our dependence on travel service providers;
. we may not be able to integrate our new management team;
. we may not be able to protect our intellectual property rights, and we
may infringe the intellectual property rights of others; and
. we face risks associated with the year 2000 problem.
In addition, you should carefully review the discussion of risk factors on
pages 6 through 22 of this prospectus.
GetThere.com
GetThere.com is a provider of Internet-based travel procurement and supply
services, primarily for businesses and travel suppliers. Our services enable
users to make airline, hotel and car rental reservations and to purchase
airline tickets over the Internet. Our services also provide users with access
to valuable travel information, such as airline, hotel, car rental, news,
weather, maps and pricing information. Through our ITN Global Manager service,
which is sold to businesses, we provide a Web site for each business that
enables its employees to make travel-related reservations and to purchase
airline tickets over the Internet. Through our ITN FlightRez service, which is
sold to travel suppliers such as airlines, we provide a Web site that enables
travel suppliers to sell travel products and services over the Internet. In
addition, we provide Web sites to Internet-based content and electronic
commerce providers and travel agencies that enable them to sell travel products
and services over the Internet. We derive our revenues primarily from
transaction fees and commissions when reservations are made or airline tickets
are purchased using our services.
In 1998, there were approximately 1.4 billion total airline passengers
worldwide as reported by the International Airtransport Association. According
to the American Express 1998 Survey of Business Travel Management, U.S.
businesses in 1998 completed 154 million air travel transactions and U.S.
business expenditures for airline tickets, car rentals and lodging exceeded
$122 billion. Forrester Research estimates that online expenditures for
business travel will grow from $5 billion in 1999 to $38 billion in 2003.
We believe the current market for the procurement and supply of travel-
related goods and services is characterized by numerous inefficiencies that
contribute to higher costs. These inefficiencies are largely the result of the
involvement of multiple intermediaries and limited access by businesses and
travel suppliers to
1
<PAGE>
valuable travel-related information. Accordingly, businesses may find it more
difficult to negotiate favorable contracts with travel suppliers, monitor
employee compliance with corporate travel policies and direct purchases to
preferred travel suppliers. These inefficiencies may also limit the ability of
travel suppliers to establish personalized relationships with customers,
minimize excess capacity and maximize the effectiveness of customer loyalty
programs, such as frequent flier programs. In addition, the labor intensive
nature of the travel procurement and supply processes decreases productivity
and contributes to higher costs.
Our services are designed to reduce current inefficiencies in the travel
procurement and supply process by decreasing the role of intermediaries, such
as travel agents, by providing customers with valuable travel information and
by enabling the internal procurement and supply processes of our customers to
become quicker and more efficient. ITN Global Manager is designed to enable our
business customers to reduce costs, increase productivity and provide real-time
data analysis and reporting. ITN FlightRez is designed to enable our travel
supplier customers to increase revenue opportunities, reduce sales and
distribution costs, enhance customer service and increase customer loyalty.
Our objective is to be the leading provider of Internet-based procurement and
supply services for travel and other indirect goods and services. Key elements
of our strategy are to:
. expand our customer base;
. increase the rates of adoption of our services by our business customers;
. aggressively pursue other travel markets;
. continue to develop our technology; and
. leverage technology and relationships into markets for other indirect
goods and services.
On September 14, 1999, we entered into an agreement with American Express
Travel Related Services Company, Inc. under which American Express has agreed
to promote and sell our Internet-based travel procurement services to its
customers and potential customers. American Express will promote and market
these services to large, middle market and small businesses. In addition,
commencing January 27, 2000, American Express will exclusively use our services
for the procurement and supply of travel on its consumer Web sites, such as
www.americanexpress.com. We have also agreed to transfer the rights to the
domain names www.itn.net and www.itn.com to American Express. See "Business--
Relationship with American Express."
Since July 31, 1999, we issued:
. an aggregate of 1,875,423 shares of series C convertible preferred stock
at a purchase price of $5.125 per share to American Express, America West
Airlines and Air Canada;
. an aggregate of 5,041,076 shares of series E convertible preferred stock
at a purchase price of $12.50 per share to American Express, United Air
Lines, through its wholly owned subsidiary Covia LLC, America West
Airlines, Air Canada, MeriTech Capital and ITN Joint Venture;
. one share of series D3 convertible preferred stock at a purchase price of
$12.50 to American Express, which entitles American Express to elect one
member to our board of directors;
. a warrant to purchase up to 375,000 shares of common stock at a purchase
price of $16.50 per share to American Express;
. a warrant to purchase up to 1,650,000 shares of our series C convertible
preferred stock at a purchase price of $5.125 per share to Northwest
Airlines;
. warrants to purchase up to an aggregate of 1,136,821 shares of series C
convertible preferred stock at a purchase price of $11.20 per share to
United Air Lines; and
2
<PAGE>
. warrants to purchase up to an aggregate of 2,160,046 shares of series E
convertible preferred stock to American Express, America West Airlines
and Air Canada. These warrants include:
. a warrant to American Express to purchase 730,023 shares of series E
convertible preferred stock at a purchase price of $21.00 per share;
. a warrant to American Express to purchase 730,023 shares of series E
convertible preferred stock at a purchase price of $31.00 per share;
. a warrant to America West Airlines to purchase 500,000 shares of series
E convertible preferred stock at a purchase price of $12.50 per share;
and
. a warrant to Air Canada to purchase 200,000 shares of series E
convertible preferred stock at a purchase price of $12.50 per share.
. In November 1999, we elected to repurchase from Air Canada 500,000 shares
of series C convertible preferred stock at $5.125 per share and 200,000
shares of series E convertible preferred stock at $12.50 per share. Air
Canada's warrant to purchase 200,000 shares of series E convertible
preferred stock terminates upon this repurchase in accordance with its
terms.
For a description of these transactions, see "Business--Customers,"
"Business--Relationship with American Express," "Relationships and Related
Transactions" and Note 11 of Notes to Financial Statements.
3
<PAGE>
The Offering
<TABLE>
<C> <S>
Common stock offered by GetThere.com....... 5,000,000 shares
Common stock to be outstanding after the
offering.................................. 31,345,425 shares
Use of proceeds............................ Working capital, purchase of
property and equipment and other
general corporate purposes. See
"Use of Proceeds."
Proposed Nasdaq National Market symbol..... GTHR
</TABLE>
The number of shares to be outstanding after this offering is based on:
. 7,663,730 shares of our common stock outstanding as of July 31, 1999;
. 5,000,000 shares of our common stock to be sold in this offering;
. 11,731,314 shares of our common stock issuable upon conversion of our
series A, B and C convertible preferred stock outstanding as of July
31, 1999;
. 6,216,500 shares of our common stock issuable upon conversion of our
series C and E convertible preferred stock issued after July 31, 1999,
net of shares repurchased in November 1999;
. 163,951 shares of common stock issued after July 31, 1999;
. one share of our series D3 convertible preferred stock;
. conversion of a promissory note of $1.65 million plus accrued interest
into 162,077 shares of our common stock; and
. 407,852 shares of our common stock issuable upon the exercise of
outstanding warrants which would otherwise terminate upon the
completion of this offering.
The number of shares outstanding after this offering excludes:
. 12,491,190 shares of our common stock reserved for issuance under our
1996 stock plan, of which 3,781,810 shares are subject to options
outstanding as of July 31, 1999, with a weighted average exercise
price of $1.33 per share;
. 1,442,825 shares of our common stock subject to options granted after
July 31, 1999, with a weighted average exercise price of $8.94 per
share;
. 7,504,503 shares of our common stock issuable upon exercise of
outstanding warrants, with a weighted average exercise price of $10.57
per share;
. one share each of our authorized series D1 and D2 convertible
preferred stock;
. 5,000,000 shares of our common stock reserved for issuance under our
1999 stock incentive plan;
. 2,500,000 shares of our common stock reserved for issuance under our
1999 employee stock purchase plan; and
. 750,000 shares of our common stock available for issuance under our
1999 directors' stock option plan, of which options to purchase an
aggregate of 250,000 shares of our common stock will be issued upon
the effectiveness of this offering.
See "Capitalization," "Management--Employee Benefit Plans" and Notes 6, 7, 8
and 11 of Notes to Financial Statements.
4
<PAGE>
Summary Financial Information
The following table summarizes the statement of operations and balance sheet
data for our business. For a more detailed explanation of this financial data,
see "Selected Financial Data," "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and our financial statements
located elsewhere in this prospectus. The pro forma data reflects the following
assumptions:
. receipt of approximately $72.6 million in proceeds from the issuance of
our series C and series E convertible preferred stock, of which $9.6
million was raised from the sale of 1,875,423 shares of series C
convertible preferred stock at $5.125 per share and $63.0 million was
raised from the sale of 5,041,077 shares of series E convertible
preferred stock at $12.50 per share;
. repurchase of 500,000 shares of Series C convertible preferred stock and
200,000 shares of Series E convertible preferred stock for an aggregate
purchase price of $5.1 million;
. conversion of all 17,947,814 shares of our series A, B, C and E
convertible preferred stock into 17,947,814 shares of our common stock
upon the completion of this offering, which is a one-for-one conversion
ratio;
. issuance of one share of our series D3 convertible preferred stock;
. conversion of a promissory note of $1.65 million plus accrued interest
into 162,077 shares of our common stock; and
. issuance of 407,852 shares of our common stock upon the exercise of
outstanding warrants which would otherwise terminate upon the completion
of this offering.
In addition, the pro forma as adjusted balance sheet data assumes the sale of
5,000,000 shares of our common stock in this offering at an assumed initial
public offering price of $15.00 per share, after deducting estimated
underwriting discounts, commissions and offering expenses, and the application
of the resulting net proceeds.
<TABLE>
<CAPTION>
Fiscal Year Ended Six Months Ended
January 31, July 31,
-------------------------- -----------------
1997 1998 1999 1998 1999
(unaudited)
(In thousands, except per share data)
<S> <C> <C> <C> <C> <C>
Statement of Operations Data:
Total revenues.................. $ 582 $ 3,001 $ 6,447 $ 2,709 $ 5,598
Gross profit.................... 448 1,321 2,155 1,086 1,625
Loss from operations............ (3,470) (6,328) (15,822) (6,410) (20,195)
Net loss........................ $(3,437) $(6,358) $(15,649) $(6,492) $(20,344)
Net loss per share:
Basic and diluted............. $ (1.22) $ (1.81) $ (4.03) $ (1.73) $ (5.05)
Weighted average shares....... 2,827 3,537 3,957 3,823 4,071
Pro forma net loss per share:
Basic and diluted............. $ (1.05) $ (1.26)
Weighted average shares....... 14,917 16,199
</TABLE>
<TABLE>
<CAPTION>
As of July 31, 1999
--------------------------
Pro
Pro Forma As
Actual Forma Adjusted
(In thousands, unaudited)
<S> <C> <C> <C>
Balance Sheet Data:
Cash, cash equivalents and short-term investments.. $ 6,541 $74,959 $142,459
Working capital (deficit).......................... (2,203) 66,215 133,715
Total assets....................................... 18,939 87,357 154,857
Long-term obligations, net of current portion...... 7,014 5,364 5,364
Redeemable convertible preferred stock and
warrants.......................................... 33,105 -- --
Total stockholders' equity (deficit)............... (31,380) 71,793 139,293
</TABLE>
5
<PAGE>
RISK FACTORS
You should carefully consider the risks and uncertainties described below
before buying shares in this offering. These risks and uncertainties are not
the only ones facing our company. Additional risks and uncertainties that we
are unaware of or currently deem immaterial may also become important factors
that may harm our business.
Risks Related to Our Business
It is difficult to evaluate our business because our business model is
evolving.
It is difficult to accurately forecast our revenues, and we have limited
meaningful historical financial data on which to plan operating expenses. We
were incorporated on August 7, 1995. Prior to 1996, our business was focused on
providing travel-related services to consumers from our www.itn.net Web site
and other consumer-related Web sites. In 1996, we began focusing on our
services for businesses and travel suppliers. We introduced ITN Global Manager
for businesses in 1996 and ITN FlightRez for travel suppliers in 1997. In
addition, the revenues and income potential of our business and market are
unproven. Changing our focus from the consumer business to providing Internet-
based travel procurement and supply services for businesses and travel
suppliers may not have a positive effect on, or may harm, our business or
operating results. If we are unable to accomplish the following, we may not
become commercially successful:
. grow our base of both business and travel supplier customers;
. increase adoption rates by our existing business customers;
. successfully implement sales and marketing initiatives;
. provide timely and effective customer service and technical support; and
. anticipate and adapt to the evolving online travel services market.
We will devote a significant amount of our resources to satisfy our obligations
under our agreement with American Express.
We recently entered into an agreement with American Express under which
American Express has agreed to promote and sell our Internet-based travel
procurement services to its customers and potential customers. This
relationship is likely to require the use of a significant amount of our
resources, including our management and technical personnel. This devotion of a
significant amount of our resources to this relationship could impair our
ability to develop other aspects of our business, which could seriously harm
our results of operations if we are unable to generate a significant amount of
revenues from our agreement with American Express. In addition, we are required
to reimburse American Express a portion of its fees if we do not deliver a
minimum number of unique users to American Express. American Express Company,
the parent of American Express Travel Related Services, is traded under the
symbol "AXP", and its file number under the Exchange Act of 1934, as amended,
is 001-07657. The information contained in any filings by American Express
Company is not a part of this prospectus. See "Business--Relationship with
American Express."
American Express has developed a travel service with Microsoft that competes
with our ITN Global Manager service.
American Express and Microsoft have developed the AXI travel management
system, which is a service that provides a Web site for businesses that enables
their employees to make travel-related reservations and to purchase airline
tickets over the Internet. This service competes directly with our ITN Global
Manager service. If we are unable to compete effectively with the AXI travel
management system, our business and results of operations would be adversely
affected. Even though we have a business relationship with American Express to
provide Web-based travel services on behalf of American Express, American
Express is not precluded from selling and servicing the AXI travel management
system or from continuing to work with Microsoft.
6
<PAGE>
We have incurred significant net losses to date and expect to continue to incur
net losses for the foreseeable future.
Since our inception we have incurred significant net losses and negative cash
flow. We expect net losses and negative cash flow to continue for the
foreseeable future, and we may never be profitable. We incurred net losses of
$20.3 million for the six months ended July 31, 1999, $15.6 million for our
fiscal year ended January 31, 1999 and $6.4 million for our fiscal year ended
January 31, 1998. As of July 31, 1999, we had an accumulated deficit of $46.0
million. We anticipate that our losses will increase significantly from current
levels as we continue to increase our operating expenses in each of our
operating expense categories. In addition, we expect the rate at which these
losses will be incurred will increase significantly from current levels,
particularly in the quarter ending October 31, 1999. We expect these additional
costs and expenses to be related to:
. transitioning the use of our www.itn.net Web site to American Express;
. developing and implementing the American Express travel procurement
services for businesses;
. developing Web sites for Northwest Airlines and America West Airlines;
. establishing and integrating our recently acquired call center in Fort
Lauderdale, Florida;
. enhancing our Internet-based travel procurement and supply services;
. continuing to develop our services, computer network and the systems that
we use to process travel-related transactions;
. recruiting and training additional personnel, particularly customer
service, technical support and engineering personnel;
. moving our headquarters to Menlo Park, California;
. establishing an engineering development center in Dallas, Texas;
. developing the GetThere.com brand, as well as other marketing and
promotional activities; and
. developing relationships with strategic business partners.
Unless we generate and sustain substantially higher revenues while
maintaining reasonable expense levels, we will continue to incur significant
net losses. Even if we increase revenues we may experience price competition or
increased expenses which would lower our gross margins or cause us to incur net
losses. Furthermore, if we ever do achieve profitability or reduce our net
losses, we may not sustain this result on a quarterly or annual basis in the
future. See "Selected Financial Data" and "Management's Discussion and Analysis
of Financial Condition and Results of Operations."
Our quarterly operating results may fluctuate in future periods and we may fail
to meet expectations.
We believe that quarter-to-quarter comparisons of our revenues and operating
results are not necessarily meaningful because of quarterly fluctuations, and
that such comparisons may not be accurate indicators of future performance.
Consequently, in future quarters our operating results may fall below the
expectations of investors and, as a result, the price of our common stock may
fall. The operating results of companies in the travel and electronic commerce
industries have in the past experienced significant quarter-to-quarter
fluctuations. We will likely experience similar fluctuations due to a number of
factors, any of which, if not adequately addressed, may adversely affect the
long-term viability of our business. These factors include:
. varying adoption rates of our services;
. the timing and expense of expanding our operations;
. our ability to attract new customers, retain existing customers and
satisfy customer demand;
. the mix of transaction revenues and professional service revenues;
. the mix of transaction revenues from businesses, travel suppliers and
other customers;
7
<PAGE>
. our ability to achieve market acceptance of new services and upgrades;
. product introductions by us;
. our ability to attract, integrate and retain key personnel;
. changes in our pricing policies;
. our ability to upgrade and develop our systems and infrastructure without
disrupting our operations;
. technical difficulties with our systems or system down time;
. difficulties accessing computer reservation systems or travel suppliers'
systems; and
. costs related to the acquisition of businesses or technologies.
In addition, we expect our quarterly operating results to fluctuate due to
factors beyond our control, including:
. unforeseen events affecting the travel or electronic commerce industries;
. product introductions by our competitors;
. changes in the rate of Internet usage and electronic commerce;
. changes in inventory availability from suppliers or commission rates paid
by travel suppliers; and
. changes in the pricing policies of our competitors.
We currently expect that a majority of our revenues for the foreseeable
future will come from fees paid to us by our customers who have implemented our
ITN Global Manager and ITN FlightRez services and from commissions earned from
travel suppliers. The volume and timing of these fees and commissions are
difficult to predict because the market for our services in its infancy. As
with other companies in our industry, our operating expenses, which include
sales and marketing, research and development and general and administrative
expenses, are based on our expectations of future revenues and are relatively
fixed in the short term. As a result, a delay in generating or recognizing
revenue for any reason could cause significant variations in our operating
results from quarter to quarter and could result in greater than expected
operating losses.
In addition, we will incur significant costs related to the move of our
corporate headquarters from Palo Alto, California to Menlo Park, California,
which we accomplished in the fall of 1999. As a result, we expect our net
losses to be significantly higher for the quarter ending October 31, 1999 and
the quarter ending January 31, 2000.
Our recent acquisition of a call center will cause our gross margins to
decrease.
As a result of the acquisition of a call center in Fort Lauderdale, Florida
in July 1999 and the start-up costs associated with integrating this call
center, we expect our gross margins to decrease in the quarter ending October
31, 1999 and in subsequent quarters. Fluctuations in our operating results due
to these decreased margins will make period-to-period comparisons of our
operating results less meaningful and could cause fluctuations in our stock
price.
Our business is subject to seasonal fluctuations.
We have experienced and expect to continue to experience seasonality in our
business, reflecting seasonal fluctuations in the travel industry, Internet
usage and advertising expenditures. This seasonality will cause quarterly
fluctuations in our operating results and could significantly harm our business
and operating results. Business travel bookings typically decline during the
fourth quarter of each calendar year due to decreased business travel during
the holiday season. Consumer travel bookings typically increase during the
second quarter of each calendar year in anticipation of summer travel. Internet
usage and the rate of such usage
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typically decline during the summer. In addition, advertising sales in
traditional media, such as broadcast and cable television, generally decline in
the first and third quarters of each year. Depending on the extent to which the
Internet is accepted as an advertising medium, seasonality in the level of
advertising expenditures could become more pronounced for Internet-based
advertising.
The price per share of our stock in a previous offering was lower than the
initial public offering price.
In August and September of 1999, we sold in a private placement 1,875,423
shares of our series C preferred stock at a price of $5.125 per share and
5,041,076 shares of our series E preferred stock at a price of $12.50 per
share. Investors who purchased these shares in the private placement obtained
our stock at a lower price than will be available in this public offering.
Our results of operations will be harmed by charges associated with our payment
of stock-based compensation and charges associated with other securities
issuances by us.
We expect to incur a significant amount of amortization in future periods,
which will negatively effect our operating results. We expect to amortize
approximately $6.3 million of stock-based compensation for the quarter ending
October 31, 1999 and may incur additional amortizable charges in the future in
connection with grants of stock-based compensation at below market value. In
addition, in August and September 1999, we sold an aggregate of 1,875,423
shares of series C convertible preferred stock at a purchase price of $5.125
per share, of which 500,000 shares were repurchased in November 1999. We expect
to record a charge in an amount equal to the difference between the fair value
of the series C convertible preferred stock and the amount paid for the stock.
In August and September 1999, we issued a warrant to purchase an aggregate of
375,000 shares of common stock, a warrant to purchase an aggregate of 1,136,821
shares of series C convertible preferred stock and warrants to purchase an
aggregate of 2,160,046 shares of series E convertible preferred stock, of which
a warrant to purchase 200,000 shares of Series E convertible preferred stock
terminated in connection with the repurchase of Series C and E convertible
preferred stock in November 1999. As a result of issuing these warrants in
connection with the sale of our preferred stock, our earnings per share will be
adversely affected until the closing of this offering. See Note 11 of Notes to
Financial Statements.
In addition, in August 1999, we issued a warrant to purchase up to 1,650,000
shares of our series C convertible preferred stock to Northwest Airlines at an
exercise price of $5.125 per share. The exercise of this warrant is subject to
the implementation of our services on Northwest Airlines' primary Web site,
www.nwa.com prior to August 27, 2001. We will record an expense for the
Northwest Airlines warrant to the extent the exercise price is lower than the
market value of our common stock if and when the specified conditions are
achieved. We cannot currently quantify the amount of this expense, however,
based on the assumed initial public offering price of $15.00, the fair value of
this warrant is approximately $19.5 million. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations."
Our long and variable sales cycle depends upon factors outside our control and
could cause us to expend significant time and resources prior to earning
associated revenues.
The typical sales cycle of our services is long and unpredictable, requires
pre-purchase evaluation by a significant number of employees in our customers'
organizations and involves a significant investment decision by our customers.
These lengthy sales cycles will have a negative impact on the timing of our
revenues, especially our realization of transaction revenues, and may cause our
revenues and operating results to vary significantly from period to period. Our
sales cycle is affected by the business conditions and budgetary cycles of each
prospective customer. Many of our potential customers are large enterprises
that generally take longer to make significant purchases. Moreover, a purchase
decision by a potential customer typically requires the approval of several
senior decision makers. Our sales cycle for our larger business customers and
travel suppliers is generally between six and nine months, although it has on
occasion lasted significantly longer.
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Many of our customers test the technical fit of our services prior to
entering into a full services contract with us by undertaking a pilot program.
Some of our pilot programs have taken over a year to complete and require us to
commit significant resources with no certainty that a sale will result.
We have not yet reached a definitive agreement regarding providing our
services for Northwest Airlines' primary Web site, www.nwa.com. We may not
reach a definitive agreement with Northwest Airlines or successfully implement
our services on its www.nwa.com Web site or America West Airlines' Web site.
Because implementation of our travel procurement and supply services is time
consuming, there may be significant delays between the sale and deployment of
our services.
The implementation and deployment of our services require a significant
commitment of resources by us and by our customers. Any delays may have a
negative impact on our recognition of revenues, especially our recognition of
transaction revenues, and could significantly harm our business and operating
results. Prior to full implementation, most of our customers undertake a
lengthy process to integrate our services into their systems. The timing of
deployment depends upon the:
. complexity of our customers' current systems and intended application and
the required implementation and customization efforts;
. technical and engineering capabilities of our customers;
. resources that our customers are willing to dedicate to implement travel
procurement or supply services;
. budgetary constraints of our customers;
. availability of our development, training and support organizations to
provide technical support to our customers; and
. decision by some customers to implement a pilot program prior to full
deployment of our services.
Because of the number of factors influencing the integration and deployment
processes, we expect that the period between selling our services and the time
our customers deploy applications based on our services will vary widely. We
have experienced and expect to continue to experience delays in the deployment
of our services.
The market for Internet-based travel procurement and supply services is highly
competitive and we may not be able to compete effectively.
The market for Internet-based travel procurement and supply services is new,
highly competitive and rapidly evolving, and we expect competition to intensify
in the future. Our failure to compete effectively would harm our business and
operating results. Increased competition is likely to result in price
reductions, reduced gross profits and loss of market share, any of which could
harm our revenues and operating results. We currently, or potentially may,
compete with a variety of companies. Our primary competition currently comes
from or is anticipated to come from companies in the following categories:
. providers of online travel products and services to businesses, such as
Sabre BTS, Oracle Corporation's eTravel, XTRA On Line, American Express
AXI and Microsoft;
. other online providers of indirect goods and services such as Ariba and
Commerce One; and
. traditional travel service providers, including travel agencies.
In addition, we compete with consumer Web sites, such as Microsoft's Expedia
and Sabre's Travelocity, which recently announced the acquisition of Preview
Travel.
Some of our competitors and potential competitors have longer operating
histories and significantly greater financial resources and name recognition
than we do. In addition, many of these companies have more
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technical, marketing and sales personnel and more established customer support
and professional services organizations than we do. They may also enter into
strategic or commercial relationships with larger, more established and well-
financed companies.
Furthermore, as new participants enter the online travel procurement and
supply market, we will face increased competition. Potential competitors, such
as online providers of indirect goods and services, may incorporate online
travel-related services into their existing product offerings. It is also
possible that new competitors or alliances among our competitors may emerge and
rapidly acquire significant market share. Our competitors may be able to
respond more quickly to new or emerging technologies and changes in customer
requirements than we can, which could cause our services to become obsolete.
See "Business--Competition."
We rely on United Air Lines for a significant portion of our transaction
revenues, and the termination of this relationship would adversely affect our
business.
United Air Lines, one of our principal stockholders, has been our primary
travel supplier customer since November 1997. Any disruption of our
relationship with United Air Lines could leave us with excess overhead, as well
as with a loss of significant revenue, either of which would significantly harm
our business and operating results as well as our reputation for providing
services to travel suppliers. In fiscal 1999 and for the six months ended July
31, 1999, we derived $1.5 million and $1.9 million directly and zero and
$319,000 indirectly from United Air Lines, accounting for an aggregate of 24.8%
and 39.5% of our total revenues. During these periods, United Air Lines has
also accounted for substantially all of our revenues from our travel supplier
customers. We expect that in the near term the percentage of our revenues
derived from United Air Lines will increase. Our services agreement with United
Air Lines can be terminated by us or United Air Lines for any reason by
providing the other party with notice 180 days prior to termination. In
addition, as our primary customer, we dedicate a significant amount of our
resources to United Air Lines. The public filings of UAL Corporation, the
parent of United Air Lines, can be found at www.sec.gov. UAL Corporation is
traded under the symbol "UAL", and its file number under the Exchange Act of
1934, as amended, is 001-06033. The information contained in any filings by UAL
Corporation is not a part of this prospectus. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and "Relationships
and Related Transactions."
We may not be able to significantly increase the use of our services after our
services have been implemented by our customers.
If the use of our services does not increase significantly, we may not be
able to achieve or sustain growth in our business. Employees of our business
customers and patrons of our travel supplier customers and other customers have
been slow to increase the use of our services after implementation. The
adoption of our services is largely outside of our control and primarily
dependent on our customers' efforts and ability to promote the use of our
services. Furthermore, any failure to increase the use of our services would
limit our ability to increase revenues from customers, which would
significantly harm our business and operating results.
Two of our recent advertisements contain statements that may not be accurate.
We have run an advertisement as recently as September 27, 1999 that states
that we process more Internet-based business to business travel transactions
than anyone. We have not substantiated the statements in the advertisement
since the advertisement was originally released in July 1999. As a result, this
claim may no longer be accurate. If this statement is no longer accurate, it
could indicate a loss of market share, which could significantly harm our
business and operating results. In addition, another of our advertisements
states that businesses can achieve adoption rates of 50% to 61% by using our
services. This claim is based on the experience of only one of our customers
and not of our other customers, which have experienced much lower rates.
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We have limited experience with widespread deployment of our travel procurement
and supply services.
If we cannot support large-scale deployments, our business and operating
results will be significantly harmed. Only a limited number of our customers
have deployed ITN Global Manager and ITN FlightRez on a large scale. Our
primary source of revenue is expected to come from transaction fees derived
from the use of ITN Global Manager and ITN FlightRez; therefore, our ability to
support large numbers of transactions is critical to our success. Our ability
to provide effective and timely support for our services depends on our ability
to:
. attract, train, integrate and retain sufficient engineering personnel;
. establish effective customer support and technical organizations;
. enhance our systems and technology to add functionality and scalability;
. provide sufficient training to our customers, including training on
systems usage and Web site configuration;
. test and document the performance of our systems;
. provide adequate data storage; and
. efficiently integrate our technology with the systems of our customers.
In addition, our customers require ITN Global Manager and ITN FlightRez to be
highly scalable. We must be able to rapidly accommodate a large increase in the
number of users. If we are unable to achieve this level of scalability in a
timely manner, our business and operating results could be significantly
harmed.
We have experienced significant growth in our business in recent periods, and
failure to manage our growth could strain our management and other resources.
We may fail to successfully offer our services and develop new customer
relationships, which could significantly harm our business and operating
results. In addition, we are integrating the operations of our recently
acquired call center in Fort Lauderdale, Florida, moving our headquarters from
Palo Alto, California to Menlo Park, California and planning to establish an
engineering development facility in Dallas, Texas. These efforts will be
expensive and will put a significant strain on our management and other
resources. We continue to increase the scope of our operations and grow our
headcount substantially. At January 31, 1998, we had a total of 74 employees,
and at October 15, 1999, we had a total of 271 employees. We expect to hire a
significant number of new employees in the near future. This growth has placed,
and our anticipated future operations will continue to place, a significant
strain on our management, systems and resources and on our internal training
capabilities. If we fail to effectively manage our growth, our business and
operating results will be significantly harmed.
We may not be able to develop the necessary infrastructure or hire the required
personnel to manage our growth, which could result in the disruption of our
operations.
To manage future growth effectively, we must maintain and enhance our
financial and accounting systems and controls, manage expanded operations and
attract, train, integrate and retain key employees, including those in our
engineering, operations and executive management organizations. These key
employees include Gadi Maier, our president and chief executive officer,
Kenneth R. Pelowski, our chief financial officer and chief operating officer,
Eric Sirkin, our vice president of engineering, and Daniel Whaley, our chief
technical officer. We currently have a relatively small professional services
and customer support organization. We will need to increase our customer
service and support staff to serve new customers and the expanding needs of our
existing customers. However, hiring qualified professional services and
customer support personnel, as well as sales, marketing, administrative and
research and development personnel, is very competitive in our industry,
particularly in the San Francisco Bay Area, where we are headquartered, due to
the high demand for people with
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the necessary technical skills and understanding of the Internet. We expect to
face greater difficulty attracting these personnel with equity incentives as a
public company than we did as a privately held company. We may not be able to
attract, integrate, assimilate or retain highly qualified personnel in the
future. Our business will not continue to grow and could be significantly
harmed if we are unable to attract qualified personnel.
Our operating results are substantially dependent on the success of ITN Global
Manager and ITN FlightRez, and a reduction in sales or our inability to
significantly increase sales of our services, including sales of our ITN Global
Manager and ITN FlightRez, would significantly harm our business.
We expect to derive a substantial portion of our revenues from ITN Global
Manager and ITN FlightRez, and we have not yet generated any profits from sales
of these services. If we are unable to generate significant revenues from
either ITN Global Manager or ITN FlightRez, or if we are unable to generate
profits from these services, our business and operating results would be
significantly harmed. In the six months ended July 31, 1999 and in the fiscal
year ended January 31, 1999, ITN Global Manager and ITN FlightRez collectively
accounted for 54.8% and 45.7% of our total revenues, and we expect this
dependence to remain the same or increase in the future. We need to
significantly increase sales of our services, including sales of ITN Global
Manager and ITN FlightRez. Our services may not successfully compete with those
of our competitors, and we may not be able to enhance our services or develop
new services to meet customer needs. In addition, we have in the past offered
equity rights to potential customers in connection with the sale of our
services. In the future, we expect to decrease offering equity rights to these
potential customers which may make sales of our services more difficult.
Furthermore, businesses and travel suppliers may choose to develop their own
Internet-based travel services.
We have received a high level of complaints regarding our traveler support
services.
Any failure to improve the support we provide to travelers could
significantly harm our business and operating results. Travelers and customers
seeking telephone customer support from us have experienced delays before being
connected to our traveler support staff. In addition, our traveler support
staff has not always been able to answer travelers' questions. This problem has
become more pronounced due to the increasing complexity of travel services
provided, such as the integration of affinity programs. As a result, we have
received an increased number of complaints regarding our traveler support
services. We recently purchased an additional call center in Fort Lauderdale,
Florida, but this call center may not be fully operational until the end of
1999. The operations of this call center may not be integrated into our
business in a timely or effective manner. Our two call centers may not
sufficiently handle future growth. Furthermore, unless our traveler support
staff is adequately trained to effectively respond to travelers' questions,
travelers may continue to experience frustration with our traveler support,
which could lead to a loss of business.
We rely on suppliers of travel services and products for our revenues, and
these suppliers are not obligated to use our services or pay us commissions.
We are dependent on airlines, hotels, car rental companies and other
providers of travel services in order to offer our business customers access to
travel products and services. If these travel suppliers restrict our access to
their products and services or otherwise make our services unnecessary or less
attractive to travelers, we would experience significant harm to our business
and operating results. None of these suppliers are obligated to sell their
products or services through us. Some travel service providers may decide not
to sell their services online or through our services. Some travel service
providers have initiated direct online distribution channels and, in some
cases, have offered reduced rates directly to major business customers.
Revenues derived from some of our customers are dependent on the commissions
customarily paid by travel suppliers for purchases made through our travel
procurement services. These travel suppliers are not obligated to pay any
specified commissions or to pay commissions at all. As a result, travel
suppliers may reduce current commission rates or eliminate such commissions
entirely, which could significantly harm our business and operating results.
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Our travel procurement services depend on our ability to access computer
reservation systems.
Our travel procurement services are limited to those travel suppliers whose
services and products are available through the computer reservation systems we
access. These travel suppliers may not continue to sell services or products
through the computer reservation systems to which we have access. In addition,
we may not be able to extend our existing relationships to a wider array of
travel services or maintain or establish new relationships with computer
reservation systems. Our failure to do so would significantly harm our business
and operating results.
Of the Web sites we provide services to, approximately 66% use the Galileo
International computer reservation system. If our agreement to use the Galileo
International system were terminated, we would be unable to process travel
transactions for a significant number of our customers. Our agreement with
Galileo terminates on June 30, 2001, although either party to the agreement may
terminate the agreement if the other party becomes insolvent or ceases or
suspends its operations, or if the other party fails to perform its obligations
under the agreement and this failure continues for a period of 30 business
days. In addition, we currently do not have a direct connection with the Sabre
computer reservation system. Companies seeking to use our services through the
Sabre computer reservation system need to provide their own connection to
Sabre. As a result, companies using Sabre may find our services less
attractive.
A decline in the travel industry will significantly harm our business.
Our business and future growth are dependent on the travel industry. We
currently derive substantially all of our revenues from our Internet-based
travel procurement and supply services. Any decline in the travel industry
would significantly harm our business and operating results. The travel
industry is sensitive to changes in economic conditions and tends to decline
during general economic downturns and recessions. The travel industry is also
highly susceptible to events beyond our control, such as fuel price escalation,
travel related accidents, extreme weather conditions, labor disputes, terrorist
activities, the outbreak or threat of military hostilities and other adverse
occurrences.
Our strategy to provide our services in the market for Internet-based
procurement and supply of indirect goods and services is unproven and may fail.
One of our strategies is to apply our existing expertise in the travel market
to provide services for the Internet-based procurement and supply of other
indirect goods and services. For example, we may provide Web sites through
which companies, such as telecommunications and information technology
companies, can supply their goods and services. The pursuit of this strategy
may cause us to expend significant time and resources on the development of new
services. However, this strategy may not be successful. If we are unsuccessful,
we may not be able to recover the costs and expenses associated with developing
and implementing this strategy. In addition, the time and attention of our
management will have been diverted. Consequently, our business and operating
results may be significantly harmed.
In addition, the markets for Internet-based procurement and supply of
indirect goods and services are extremely competitive. When and if we enter
markets for the Internet-based procurement and supply of indirect goods and
services other than travel, we may not be able to compete successfully. Several
companies have been competing in the Internet-based procurement and supply of
indirect goods and services markets for the past several years and consequently
have a larger customer base than we do. We may not be successful in selling our
services to their existing customers or competing for future customers. We
expect that competition in these markets will intensify as current competitors
expand their product offerings and new competitors enter these markets. Because
there are relatively low barriers to entry in the electronic commerce market,
competition from other established and emerging companies may develop in the
future.
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Our strategy to expand internationally may not succeed and makes us much more
susceptible to risks from international operations.
We intend to increase our international sales capabilities and operational
presence. However, we may not successfully increase our international sales
capabilities and operations. Our international business activities are subject
to a variety of risks, including:
. reduced intellectual property protection in some countries could allow
others using our technology to compete against us or otherwise
misappropriating our intellectual property;
. the incurrence of significant penalties if we do not comply with a wide
variety of complex foreign laws and treaties;
. difficulty in integrating international operations with existing
operations;
. difficulty in staffing and managing international operations;
. the loss of revenues and asset values resulting from currency
fluctuations;
. higher costs due to licenses, tariffs and other trade barriers;
. longer sales and payment cycles and greater difficulties in collecting
accounts receivable; and
. interruptions in our operations due to political and economic
instability.
The expansion of our international sales capability and operations, will
require significant capital and other resources, may divert the attention of
our management and will further expose us to these risks. To date, we have not
adopted a hedging program to protect us from risks associated with currency
fluctuations. To the extent that we are unable to successfully expand
internationally or manage the expansion of our business into international
markets, our business and operating results could be harmed.
Our executive officers and certain key personnel are critical to our business,
and many of these officers and key personnel have only recently joined us and
may not remain with us in the future.
The loss of one or more of our executive officers or other key personnel
could significantly harm our business and operating results. Any of our
officers or key personnel can quit at any time, and we cannot prevent them from
joining our competitors or otherwise competing with us. If we are unable to
retain or integrate any key personnel, or if any key personnel join a
competitor or otherwise compete with us, our business and operating results
could be significantly harmed. Our future success depends on the continued
services and performance of our senior management and other key personnel,
particularly Gadi Maier, our president and chief executive officer, and Ken
Pelowski, our chief operating officer and chief financial officer. Almost all
of our senior management joined us recently, including Mr. Maier, who joined us
in December 1998, and Mr. Pelowski, who joined us in April 1999. In addition,
between December 1998 and May 1999, we hired our vice presidents of
engineering, human resources, sales and services. In November 1999, we promoted
one of our employees to vice president of marketing. Because our management
team has only worked together for a short period of time, we do not know if our
managers will effectively integrate into our operations or work well together.
We do not have "key person" life insurance policies covering any of our
employees. See "Management."
We rely on Exodus Communications to host and maintain our systems.
We rely on Exodus Communications to provide us with and maintain the
facilities, power and climate control necessary to operate our computer
hardware and software. If Exodus Communications fails to adequately host or
maintain our systems, our services could be disrupted and our business and
operating results could be significantly harmed. Exodus Communications
currently provides these hosting and maintenance services for our computer
hardware used to process travel-related transactions. Our agreement with Exodus
Communications has a term of six months and is automatically renewable for
additional six month terms. This agreement may be terminated by either party
upon 60 days' notice to the other party.
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We incorporate software licensed from third parties and any defects or
significant interruption in the availability of these products could harm our
business.
We rely on third-party software for the development of our products and
services. For example, we use Netscape Enterprise Server to configure
presentation layers of each unique Web site, and our platforms are based on
commercially-supported versions of the UNIX operating system. Some of the
software we license from third parties would be difficult to replace. This
software may not continue to be available on commercially reasonable terms or
at all. The loss or inability to maintain any of these technology licenses
could result in delays in the sale of our services until equivalent technology,
if available, is identified, licensed and integrated. Such delays could harm
our business. We may not be able to replace the functionality provided by
third-party software currently offered with our services if that software is
found to be obsolete, defective or incompatible with future versions of our
services or if that software is discontinued or upgraded in such a way that it
becomes incompatible with our services. In addition, if this third-party
software is not adequately maintained or updated it may become incompatible
with our current services. The absence of, or any significant delay in, the
replacement of third-party software could result in delayed or lost sales and
increased costs and could harm our business and operating results.
We may not be able to develop services that contain the features and
functionality our customers demand.
If we fail to accurately determine the features and functionality that our
customers require and enhance our existing services or develop new services,
our current and potential customers will not buy them. Any failure to develop
services that contain the features and functionality our customers demand could
harm our business and operating results. To date, we have designed our services
based in large part on feedback from a limited number of current and potential
customers. Therefore, the features and functionality of our services may not
adequately satisfy future customer demands. Some of our customers may also
require us to develop customized features or capabilities, which would increase
our costs and consume our limited resources. In addition, we may not be able to
develop customized features in a cost-effective manner.
If we do not respond to rapid technological changes by introducing new
services, our services could become obsolete and our business would be
seriously harmed.
The development of our services entails significant technical, financial and
business risks. We may not be able to successfully implement new technologies
or adapt our services to customer requirements or emerging industry standards.
The Internet and electronic commerce are characterized by:
. rapid technological change;
. changes in user and customer requirements and preferences;
. frequent new product and service introductions embodying new
technologies; and
. the emergence of new industry standards and practices.
Any of these factors could render our services obsolete.
If we fail to modify or improve our services in response to evolving industry
standards, our services could rapidly become obsolete, which would harm our
business and operating results. Uncertainties related to the timing and nature
of new product announcements, introductions or modifications by vendors of
operating systems, applications software and Internet browsers could harm our
business and operating results.
If the protection of our trademarks and other proprietary rights is inadequate,
our business could be harmed.
Our means of protecting our proprietary rights may not be adequate. We rely
on trademark and copyright law, trade secret protection and confidentiality or
license agreements with our employees, customers, partners
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and others to protect our proprietary rights. These legal protections afford
only limited protection for our trade secrets and other intellectual property.
In addition, effective patent, trademark, service mark, copyright and trade
secret protection may not be available in every country in which we offer our
services. Unauthorized parties may attempt to copy or otherwise obtain and use
our services or technology and our competitors could independently develop
similar technology.
We have filed applications for United States trademark registrations for,
among other trademarks, "GetThere," "ITN Global Manager" and "ITN FlightRez."
We may not be able to secure these registrations. It is also possible that our
competitors or others will adopt service names similar to ours, thereby
impeding our ability to build brand identity and possibly leading to customer
confusion. Furthermore, the relationship between regulations governing domain
names and laws protecting trademarks and similar proprietary rights is unclear.
Therefore, we may be unable to prevent third parties from acquiring domain
names that are similar to, infringe upon or otherwise decrease the value of our
trademarks and other proprietary rights.
Policing unauthorized use of our intellectual property is difficult, and we
cannot be certain that the steps we have taken will prevent misappropriation of
our technology. Furthermore, litigation may be necessary in the future to
enforce our intellectual property rights, to protect our trade secrets and
domain names and to determine the validity and scope of the proprietary rights
of others. If third parties prepare and file applications in the United States
that claim trademarks used or registered by us, we may oppose those
applications and be required to participate in proceedings before the United
States Patent and Trademark Office to determine priority of rights to the
trademarks, which could result in substantial costs to us. Any litigation,
arbitration or priority proceeding to protect our trademarks and other
proprietary rights, even if not adverse, could result in substantial costs,
diversion of development resources and diversion of technical and management
personnel and could significantly harm our business and operating results.
Our business may be harmed if we are found to infringe proprietary rights of
others.
Third parties may claim infringement by us with respect to past, current or
future proprietary rights. We expect that participants in our industry will be
increasingly subject to infringement claims as the number of services and
competitors in our industry segment grows. Any such claim, whether meritorious
or not, could be time-consuming, result in costly litigation or arbitration and
diversion of technical and management personnel or require us to develop non-
infringing technology or to enter into royalty or licensing agreements. Such
royalty or licensing agreements, if required, may not be available on terms
acceptable to us, or at all, and could significantly harm our business and
operating results.
We may be subject to potential trade name or trademark infringement claims
brought by owners of other registered trademarks or trademarks that incorporate
variations of the terms GetThere, ITN Global Manager, ITN FlightRez or GT
Exchange. Any claims or customer confusion related to our trademarks, or our
failure to obtain trademark registration, would harm our business. We are aware
of a pending trademark application in the European Union filed by a company for
the mark GETTHERE!. We have discussed the rights related to this mark with this
company, but we have not resolved this matter. If it is determined that this
mark is validly held by this company, we may be unable to use the mark in the
European Union, which could significantly harm our ability to expand our brand
awareness and business operations in the European Union. We also use, and our
customers use, trade names, trademarks and other similar intellectual property
of travel suppliers on Web sites supported or hosted by us. This use may result
in claims of infringement or misuse brought by the owners of this intellectual
property. Any claims or disputes of this type may also damage the relationships
we have with travel suppliers and preclude us from using travel supplier trade
names and other intellectual property, either of which could significantly harm
our business and operating results.
If we engage in acquisitions, we will incur a variety of costs, and the
anticipated benefits of the acquisition may never be realized.
We have acquired and may in the future attempt to acquire businesses,
technologies, services or products that we believe are a strategic fit with our
business. No material acquisition is currently being pursued. The
17
<PAGE>
process of integrating an acquired business, technology, service or product may
result in unforeseen operating difficulties and expenditures and may divert
significant management attention from the ongoing development of our business,
which could impair our relationships with our current employees, customers and
strategic partners. Moreover, we may be unable to maintain uniform standards,
controls, procedures and policies in connection with any acquisition, and we
may fail to realize the anticipated benefits of any acquisition. Future
acquisitions could result in potentially dilutive issuances of equity
securities, the incurrence of debt, contingent liabilities and amortization
expenses related to goodwill and other intangible assets, any of which could
significantly harm our business and operating results.
In addition, recent proposed changes in the Financial Accounting Standards
Board rules for merger accounting may affect our ability to make acquisitions
and harm our business results if we complete any acquisitions. For example,
elimination of the "pooling" method of accounting for mergers could increase
the amount of goodwill that we would be required to record if we merge with
another company, which would significantly harm our future operating results.
Furthermore, accounting rule changes that reduce the availability of write-offs
for in-process research and development costs in connection with an acquisition
could result in the capitalization and amortization of such costs and
negatively impact our operating results in future periods.
Year 2000 issues present technological risks, could cause disruptions to our
business and could harm our sales.
We may experience negative consequences from year 2000 problems, including
material costs caused by undetected errors or defects in the technology used in
our internal systems. Many currently installed computer systems and software
products are coded to accept only two digit entries in the date code field.
Beginning in the year 2000, these code fields will need to accept four digit
entries to distinguish the year 2000 and 21st century dates from other 20th
century dates. If we fail to adequately address year 2000 issues, or third
parties that maintain our systems, such as Exodus Communications, fail to
adequately address year 2000 issues, we may be unable to provide services to
our customers, which would be similar to experiencing a general Internet
failure. Moreover, if our competitors do not experience similar year 2000
problems, we will be at a relative competitive disadvantage. This competitive
disadvantage could result in:
. delay or loss of revenues;
. cancellation of customer contracts;
. diversion of development resources;
. diversion of technical and management personnel;
. damage to our reputation;
. increased service and warranty costs; and
. litigation costs.
Our internal systems, including those used to deliver our services, utilize
third-party hardware and software which may contain year 2000 problems. In
addition, the external systems on which we rely, such as computer reservation
systems, may not be year 2000 compliant, which may significantly harm our
business and operating results. If we discover that any of our systems need
modification, or any of our third-party hardware and software is not year 2000
compliant, we will try to make modifications to our systems on a timely basis.
We cannot assure you that we will be able to modify these products, services
and systems in a timely, cost-effective or successful manner, and the failure
to do so could significantly harm our business and operating results. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Year 2000 Readiness."
Software defects could impair our ability to provide our services to our
customers.
Complex proprietary technology like ours frequently contain defects or errors
that may be detected only when the technology is in use. Further, we often
render implementation, consulting and other technical
18
<PAGE>
services, which typically involve working with sophisticated software,
computing and networking systems. From time to time, we experience software
bugs which disrupt our operations. We could fail to meet project milestones in
a timely manner or meet customer expectations as a result of any defects or
errors. Any defect or failure to meet project milestones for services could
result in loss of or delay in revenues, loss of market share, failure to
achieve market acceptance, diversion of development resources, harm to our
reputation, increased insurance costs or increased service and warranty costs.
To address these problems, we may need to expend significant capital and
resources that may not have been budgeted, and such problems may divert
technical and management personnel, which could significantly harm our business
and operating results.
Online security failures could harm our business and operating results.
The secure transmission of confidential information over the Internet is a
significant risk to electronic commerce, and any failure by us to provide
effective security would lead to a loss of customers. Advances in computer
capabilities, new discoveries in security technology, breakdowns in our
security technology or other events or developments may result in a compromise
or breach of the algorithms we use to protect customer and transaction data.
Our servers are vulnerable to such security breaches, which could lead to
interruptions in our business, delays in access to our services, loss of data
or the inability to accept and confirm customer reservations. A third party
that is able to circumvent our security systems could steal customer data or
other confidential or proprietary information or cause interruptions in our
operations or those of our customers, thus causing damage to our reputation and
loss of customers. Security breaches could also expose us to a risk of loss or
litigation and possible liability for failing to secure confidential or
proprietary customer information. Our insurance coverage may not be adequate to
reimburse us for losses caused by security breaches, and our security measures
may not prevent security breaches. As a result, we may be required to expend a
significant amount of financial and other resources to protect against security
breaches or to alleviate any problems that they may cause. These issues may
divert technical and management personnel. Security concerns and security
breaches of our services, as well as the products and services of others, could
significantly harm our business and operating results.
Our systems are subject to external events that may impact our ability to
conduct our business operations.
Currently, some of our systems are located in leased facilities in Palo Alto,
California and some are hosted by Exodus Communications in Santa Clara,
California and Sterling, Virginia. Our systems and operations are vulnerable to
damage or interruption from fire, flood, power loss, telecommunications
failure, break-in, earthquake and similar events. Palo Alto and Santa Clara are
located on a primary fault line. We currently do not have a disaster recovery
plan and do not carry sufficient business interruption insurance to compensate
us for losses that may occur.
Product liability claims could harm our business.
Our customers utilize our services for their travel procurement and supply
needs. Any errors, defects or other performance problems could result in
financial or other damages to our customers and prompt them to bring a product
liability claim against us. A product liability claim brought against us, even
if unsuccessful, would likely result in substantial costs and diversion of
resources, management and other personnel and could significantly harm our
business and operating results.
If we experience significant credit card fraud, we will incur increased costs.
If we fail to adequately control fraudulent credit card transactions, our
revenues and results of operations would be harmed because we do not carry
insurance against this risk. Under current credit card practices, we are liable
for fraudulent credit card transactions because we do not obtain a cardholder's
signature.
19
<PAGE>
Our officers, directors and entities affiliated with our officers and directors
will beneficially own approximately 38% of our common stock following the
completion of this offering.
Our executive officers, directors and entities affiliated with our executive
officers and directors will, in the aggregate, beneficially own approximately
38% of our outstanding common stock following the completion of this offering.
If they act together, they will be able to influence matters requiring
stockholder approval, including the election of directors and the approval of
mergers or other business combination transactions. To the extent these
stockholders can prevent the approval of a merger or acquisition, other
stockholders may not be able to recognize a premium on their shares. See
"Principal Stockholders" and "Description of Capital Stock."
United Air Lines and American Express will have significant influence over our
management and business decisions.
Covia, a wholly owned subsidiary of United Air Lines and the beneficial owner
of approximately 28% of our common stock following the completion of this
offering, holds an option to purchase one share each of our series D1 and
series D2 convertible preferred stock which, if exercised, would provide Covia
the right to elect two members to our board of directors. Consequently, Covia
could have significant influence over our management and business decisions.
For a discussion of our relationship with United Air Lines and Covia, see
"Relationships and Related Transactions."
American Express, the beneficial owner of approximately 15% of our common
stock following the completion of this offering, holds one share of our series
D3 convertible preferred stock and has the right to elect one representative to
our board of directors. For a discussion of this right and American Express'
expected representative, see "Management--Executive Officers and Directors."
We are subject to anti-takeover provisions that could delay or prevent an
acquisition of our company.
Provisions of our certificate of incorporation, bylaws and Delaware law could
make it more difficult for a third party to acquire us, even if doing so would
be beneficial to our stockholders. See "Description of Capital Stock." We have
implemented a classified board. In addition, some of our stockholders,
including United Air Lines, American Express and America West Airlines are
subject to a standstill agreement preventing them from acquiring more than a
specified percentage of our voting securities. This standstill agreement will
have the effect of making it more difficult for these stockholders to acquire
us. See "Relationships and Related Transactions--Equity Financings and
Stockholders Arrangements" and "Description of Capital Stock--Certificate of
Incorporation and Bylaws."
We do not intend to pay any dividends.
We have never declared or paid any cash dividends on our capital stock. We
currently intend to retain any future earnings for funding growth and,
therefore, do not expect to pay any dividends in the foreseeable future. In
addition, our lending facilities contain certain restrictions on our ability to
pay dividends.
Risks Related to the Electronic Commerce Market
Our business depends upon online travel procurement achieving market
acceptance.
The online market for travel products and services is in its infancy. Any
failure to achieve acceptance of our online travel services could significantly
harm our business and operating results. We may not be able to convince a large
number of businesses to utilize online travel procurement methods instead of
traditional methods. Furthermore, businesses that have implemented our online
services experience low adoption rates by their employees. Specific factors
that could prevent widespread business acceptance of online travel procurement
methods include:
. competition from traditional travel procurement systems, such as travel
agencies;
. entrenched travel procurement systems;
20
<PAGE>
. failure to provide adequate customer service;
. reliability of access to the Internet;
. lack of security on the Internet; and
. the development of Internet infrastructure and performance.
As a result of such factors, we may not be able to gain commercial acceptance
of our online travel services.
Our revenues may decrease if Internet usage growth or Internet infrastructure
development does not occur as projected.
The use of the Internet as a means of transacting business is relatively new
and has not been accepted by all customers in the markets we have targeted. As
a result, the market may not accept products and services that rely on the
Internet, such as ours. If the growth rate of Internet usage in our targeted
markets is less than expected our revenues will suffer. The Internet as a means
of conducting business may not continue to grow at a rate similar to its
historical rate, if at all.
In addition, the Internet may not be accepted as a viable long-term
commercial marketplace for a number of reasons, including potentially
inadequate development of the necessary network infrastructure or delayed
development of enabling technologies and performance improvements. Our success
will depend, in large part, upon third parties maintaining the Internet
infrastructure to provide a reliable network backbone with the speed, data
capacity, security and hardware necessary for reliable Internet access and
services. The recent growth in Internet traffic has caused frequent periods of
decreased performance. The infrastructure may not be able to support these
demands and the performance and reliability of the Internet may decline. If
outages or delays on the Internet occur frequently or increase in frequency,
overall Internet usage including usage of our services could grow more slowly
or decline. Our ability to increase the speed and scope of our services to
customers is ultimately limited by and depends upon the speed and reliability
of both the Internet and our customers' internal networks. Furthermore, changes
in, or insufficient availability of, telecommunications services to support the
Internet also could result in slower response times and adversely affect usage
of the Internet generally and by our customers in particular. Consequently, the
emergence and growth of the market for our services depends upon improvements
being made to the entire Internet infrastructure as well as to our individual
customers' networking infrastructures to alleviate overloading and congestion.
If these improvements are not made, the ability of our customers to utilize our
services will be hindered, which will significantly harm our business and
operating results.
Future regulation of the Internet may slow its growth, resulting in decreased
demand for our services and increased costs of doing business.
Laws governing the Internet remain largely unsettled, even in areas where
there has been some legislative action. It may take years to determine whether
and to what extent existing laws such as those governing intellectual property,
privacy, libel and taxation apply to the Internet. In addition, the growth and
development of the market for online commerce may prompt calls for more
stringent consumer protection laws, both in the United States and abroad, the
result of which may be to impose additional burdens on companies conducting
business online. The adoption or modification of laws or regulations relating
to the Internet could significantly harm our business and operating results.
Risks Related to this Offering
There has been no prior market for our common stock, and the price of our stock
will be volatile.
Before this offering, there was no public trading market for our common
stock, and an active trading market for our common stock may not develop or be
sustained after this offering. The initial public offering price may not be
indicative of the price that will prevail in the public market after this
offering. The public market price of our common stock could fall below the
initial public offering price. See "Underwriting."
21
<PAGE>
In addition, the market price for our common stock is likely to be highly
volatile, particularly since the market for Internet-related stocks has
experienced extreme price and volume fluctuations. We expect our stock price to
be subject to wide fluctuations as a result of a variety of factors, including
factors beyond our control. Such factors include:
. actual or anticipated variations in our quarterly operating results;
. announcements of technological innovations or new products or services by
us or by our competitors;
. publicity about our company, our services, our competitors or electronic
commerce in general;
. conditions or trends in the Internet and electronic commerce industries;
. changes in the economic performance and/or market valuations of other
Internet, electronic commerce or travel companies;
. announcements by us or by our competitors of significant acquisitions,
strategic partnerships, joint ventures or capital commitments;
. additions or departures of key personnel;
. releases of lock-up or other transfer restrictions on our outstanding
shares of common stock or sales of additional shares of common stock; and
. potential litigation.
Because of this volatility, it is likely that we will fail to meet the
expectations of our stockholders at some time in the future, resulting in a
decline in our stock price.
Future sales of shares could affect our stock price.
If our stockholders sell substantial amounts of our common stock in the
public market following this offering, the market price of our common stock
could fall. Such sales also might make it more difficult for us to sell equity
or equity-related securities in the future, at a time and price that we deem
appropriate. Based on shares outstanding as of October 15, 1999, upon
completion of this offering we will have outstanding 31,345,425 shares of
common stock, assuming no exercise of the underwriters' over-allotment option
and assuming the repurchase of 500,000 shares of series C convertible preferred
stock and 200,000 shares of series E convertible preferred stock in November
1999. In addition to the shares being sold in this offering, approximately
19,266,847 shares will be eligible for sale in the public market after the date
of this prospectus. See "Shares Eligible for Future Sale" for a further
description regarding shares that will become eligible for sale at future dates
after this offering.
Investors in this offering will suffer immediate and substantial dilution.
The initial public offering price of our common stock is expected to be
substantially higher than the book value per share of our outstanding common
stock. As a result, based upon the assumed initial public offering price of
$15.00 per share, if you purchase common stock in this offering, you will incur
immediate, substantial dilution in pro forma net tangible book value of $10.64
per share. In addition, we have issued options and warrants to acquire common
stock at prices significantly below the initial public offering price of our
common stock. In particular, after this offering we will have outstanding
warrants to purchase 7,504,503 shares of our common stock. To the extent these
outstanding options and warrants are ultimately exercised, there will be
further dilution to investors in this offering. See "Dilution" and "Description
of Capital Stock--Warrants."
We have substantial discretion as to how to use the proceeds from this
offering.
Our management has broad discretion as to how to spend the proceeds from this
offering and may spend the proceeds in ways with which our stockholders may not
agree. We cannot predict that investments of the proceeds will yield a
favorable or any return. See "Use of Proceeds."
22
<PAGE>
USE OF PROCEEDS
We estimate that the net proceeds from the sale of the 5,000,000 shares of
common stock we are selling in this offering will be approximately $67.5
million, at an assumed initial public offering price of $15.00 per share, after
deducting the estimated underwriters' discount and offering expenses. If the
underwriters' option to purchase an additional 750,000 shares of common stock
is exercised in full, we estimate that the aggregate net proceeds will be
approximately $78.0 million.
We expect to use approximately $11.0 million of the net proceeds for capital
expenditures and the majority of the net proceeds for working capital and other
general corporate purposes. These uses include funding our data center
operations and funding new contracts. In addition, we may use a portion of the
net proceeds to acquire or make investments in complementary products,
technologies or businesses. We have no present commitments or agreements with
respect to any of these kinds of acquisitions or investments. Our management
will have broad discretion concerning the allocation and use of the net
proceeds. Pending the above uses, we plan to invest the net proceeds of this
offering in short-term, investment-grade, interest-bearing securities. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources."
DIVIDEND POLICY
We have never declared or paid any cash dividends on our capital stock and do
not anticipate paying any cash dividends on our capital stock in the
foreseeable future. In addition, our lending facilities contain restrictions on
our ability to pay dividends.
23
<PAGE>
CAPITALIZATION
The following table sets forth the actual capitalization of GetThere.com as
of July 31, 1999 and the pro forma and pro forma as adjusted capitalization of
GetThere.com:
<TABLE>
<CAPTION>
July 31, 1999
-------------------------------
Pro Pro Forma
Actual Forma As Adjusted
(In thousands, unaudited)
<S> <C> <C> <C>
Cash and cash equivalents...................... $ 3,306 $ 71,724 $139,224
======== ======== ========
Long-term liabilities, less current portion.... $ 7,014 $ 5,364 $ 5,364
-------- -------- --------
Redeemable convertible preferred stock and
warrants, $0.0001 par value, 25,100,000 shares
authorized, 11,731,714 shares outstanding,
actual; 10,000,000 shares authorized, one
share outstanding, pro forma; and 10,000,000
shares authorized, one share outstanding, pro
forma as adjusted............................. 33,105 -- --
Stockholders' equity (deficit)
Common stock, $0.0001 par value, 50,000,000
shares authorized, 7,663,730 shares issued
and outstanding, actual; 200,000,000 shares
authorized, 26,345,425 shares outstanding,
pro forma; and 200,000,000 shares
authorized, 31,345,425 shares issued and
outstanding, pro forma as adjusted.......... -- 2 3
Additional paid-in capital................... 53,931 157,102 224,601
Note receivable from stockholder............. (2,707) (2,707) (2,707)
Unearned compensation........................ (36,628) (36,628) (36,628)
Accumulated deficit.......................... (45,967) (45,967) (45,967)
-------- -------- --------
Total stockholders' equity (deficit)....... (31,380) 71,793 139,293
-------- -------- --------
Total capitalization..................... $ 8,739 $ 77,157 $144,657
======== ======== ========
</TABLE>
For a description of the assumptions underlying the pro forma and pro forma
as adjusted data, see "Prospectus Summary--Summary Financial Information."
24
<PAGE>
DILUTION
The pro forma net tangible book value of our common stock on July 31, 1999
was $69.1 million, or approximately $2.62 per share. Pro forma net tangible
book value per share represents the amount of our total tangible assets less
total liabilities divided by the number of shares of common stock outstanding
on a pro forma basis. For a description of the assumptions underlying the pro
forma data, which includes issuances of our securities since July 31, 1999, see
"Prospectus Summary--Summary Financial Information." The number of shares
outstanding and the calculations based on the number of shares outstanding are
based on the pro forma data. Dilution in pro forma net tangible book value per
share represents the difference between the amount per share paid by purchasers
of shares of our common stock in this offering and the pro forma net tangible
book value per share of our common stock immediately afterwards. After giving
effect to our sale of 5,000,000 shares of common stock offered by this
prospectus at an assumed initial public offering price of $15.00 per share and
after deducting the estimated underwriting discounts and offering expenses
payable by us, our pro forma net tangible book value would have been
$136.6 million, or approximately $4.36 per share. This represents an immediate
increase in pro forma net tangible book value of $1.74 per share to existing
stockholders and an immediate dilution in pro forma net tangible book value of
$10.64 per share to new investors.
<TABLE>
<S> <C> <C>
Estimated initial public offering price per share............. $15.00
Pro forma net tangible book value per share as of July 31,
1999....................................................... $2.62
Increase per share attributable to investors in this
offering................................................... 1.74
-----
Adjusted pro forma net tangible book value per share after the
offering..................................................... 4.36
------
Dilution in pro forma net tangible book value per share to new
investors.................................................... $10.64
======
</TABLE>
This table excludes all options and warrants that will remain outstanding
upon completion of this offering. As of July 31, 1999, there were options
outstanding to purchase a total 3,781,810 shares of common stock, with a
weighted average exercise price of $1.33 per share. As of November 18, 1999,
there were warrants outstanding to purchase 7,504,503 shares of our common and
convertible preferred stock with a weighted average exercise price of $10.57
per share. The exercise of outstanding options and warrants having an exercise
price less than the offering price would increase the dilutive effect to new
investors.
The following table sets forth, as of July 31, 1999, on the pro forma basis
described above, which includes issuances of our securities since July 31,
1999, the differences between the number of shares of common stock purchased
from us, the total price and the average price per share paid by existing
stockholders and by the new investors, before deducting estimated underwriting
discounts and offering expenses payable by us, assuming an initial public
offering price of $15.00 per share.
<TABLE>
<CAPTION>
Average
Shares Purchased Total Consideration Price
------------------ -------------------- Per
Number Percent Amount Percent Share
<S> <C> <C> <C> <C> <C>
Existing stockholders........ 26,345,425 84.0% $105,019,000 58.3% $ 3.99
New investors................ 5,000,000 16.0 75,000,000 41.7% 15.00
---------- ----- ------------ -----
Total...................... 31,345,425 100.0% $180,019,000 100.0% $ 5.74
========== ===== ============ ===== ======
</TABLE>
The existing stockholder amounts in the table above have been calculated on a
pro forma basis, which includes shares outstanding as of July 31, 1999 and
issuances of securities since July 31, 1999, but excludes:
. 12,491,190 shares of our common stock reserved for issuance under our
1996 stock plan, of which 3,781,810 shares are subject to options
outstanding as of July 31, 1999, with a weighted average exercise
price of $1.33 per share;
25
<PAGE>
. 1,442,825 shares of our common stock subject to options granted after
July 31, 1999, with a weighted average exercise price of $8.94 per
share;
. 7,504,503 shares of our common stock issuable upon exercise of
outstanding warrants, with a weighted average exercise price of
$10.57 per share;
. one share each of our authorized series D1 and D2 convertible
preferred stock;
. 5,000,000 shares of our common stock reserved for issuance under our
1999 stock incentive plan;
. 2,500,000 shares of our common stock reserved for issuance under our
1999 employee stock purchase plan; and
. 750,000 shares of our common stock available for issuance under our
1999 directors' stock option plan, of which options to purchase an
aggregate of 250,000 shares of our common stock will be issued upon
the effectiveness of this offering.
See "The Offering" for a full explanation of what is included in the pro forma
share calculation.
If the underwriters' over-allotment option is exercised in full, the number
of shares held by new public investors will be increased to 5,750,000 or
approximately 17.9% of the total numbers of shares of our common stock
outstanding after this offering.
26
<PAGE>
SELECTED FINANCIAL DATA
The selected statement of operations data presented below for the years ended
January 31, 1997, 1998 and 1999, and the balance sheet data as of January 31,
1998 and 1999 are derived from our financial statements, which have been
audited and are included elsewhere in this prospectus. The balance sheet data
as of January 31, 1997 is derived from audited financial statements not
included in this prospectus. The statement of operations data for the period
from inception to January 31, 1996 and the six months ended July 31, 1998 and
1999 and the balance sheet data at January 31, 1996 and July 31, 1999 are
derived from our unaudited financial statements. In the opinion of management,
the unaudited financial statements have been prepared on the same basis as the
audited financial statements and include all adjustments (consisting only of
normal recurring adjustments) necessary for a fair presentation of our results
of operations for such periods and financial condition at such dates. The
historical results presented below are not necessarily indicative of the
results to be expected for any future period. The selected financial data set
forth is qualified in its entirety by, and should be read in conjunction with,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the financial statements and notes thereto included elsewhere
in this prospectus.
<TABLE>
<CAPTION>
Inception Six Months
through Years Ended January 31, Ended July 31,
January 31, -------------------------- -----------------
1996 1997 1998 1999 1998 1999
(unaudited) (unaudited)
(In thousands, except per share data)
<S> <C> <C> <C> <C> <C> <C>
Statement of Operations
Data:
Revenues:
Transaction........... $ 129 $ 253 $ 2,098 $ 4,932 $ 2,090 $ 4,862
Professional service.. 14 329 903 1,515 619 736
------ ------- ------- -------- ------- --------
Total revenues....... 143 582 3,001 6,447 2,709 5,598
Cost of revenues........ 17 134 1,680 4,292 1,623 3,973
------ ------- ------- -------- ------- --------
Gross profit............ 126 448 1,321 2,155 1,086 1,625
Operating expenses:
Research and
development.......... 118 906 2,266 4,113 1,726 1,819
Sales and marketing... 109 1,030 2,393 5,732 2,522 3,612
General and
administrative....... 81 1,962 2,887 6,127 2,687 6,973
Stock-based
compensation......... -- 20 103 2,005 561 9,416
------ ------- ------- -------- ------- --------
Total operating
expenses............ 308 3,918 7,649 17,977 7,496 21,820
------ ------- ------- -------- ------- --------
Loss from operations.... (182) (3,470) (6,328) (15,822) (6,410) (20,195)
Interest income
(expense), net......... -- 33 (30) 173 (82) (149)
------ ------- ------- -------- ------- --------
Net loss................ $ (182) $(3,437) $(6,358) $(15,649) $(6,492) $(20,344)
====== ======= ======= ======== ======= ========
Basic and diluted net
loss per share......... $(0.06) $ (1.22) $ (1.81) $ (4.03) $ (1.73) $ (5.05)
Shares used in computing
basic and diluted net
loss per share......... 3,000 2,827 3,537 3,957 3,823 4,071
Pro forma basic and
diluted net loss per
share.................. $ (1.05) $ (1.26)
Shares used in computing
pro forma basic and
diluted net loss per
share.................. 14,917 16,199
</TABLE>
<TABLE>
<CAPTION>
As of January 31,
-------------------------------------- As of July 31,
1996 1997 1998 1999 1999
(unaudited) (unaudited)
(In thousands)
<S> <C> <C> <C> <C> <C>
Balance Sheet Data:
Cash, cash equivalents
and short-term
investments............ $ 3 $ 579 $ 1,332 $ 15,802 $ 6,541
Working capital
(deficit).............. (143) (152) (842) 12,089 (2,203)
Total assets............ 146 1,426 4,390 20,806 18,939
Total stockholders'
deficit................ (185) (3,558) (9,854) (20,382) (31,380)
</TABLE>
27
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This prospectus contains forward-looking statements, the accuracy of which
involve risks and uncertainties. We use words such as "anticipates,"
"believes," "plans," "expects," "future," "intends" and similar expressions to
identify forward-looking statements. This prospectus also contains forward-
looking statements attributed to certain third parties relating to their
estimates regarding the growth of the Internet and electronic commerce markets.
Prospective investors should not place undue reliance on these forward-looking
statements, which apply only as of the date of this prospectus. GetThere.com's
actual results could differ materially from those anticipated in these forward-
looking statements for many reasons, including the risks faced by GetThere.com
described in "Risk Factors" and elsewhere in this prospectus. You should read
the following discussion in conjunction with the "Selected Financial Data" and
our financial statements and related notes included elsewhere in this
prospectus.
Overview
We are a provider of Internet-based travel procurement and supply services
primarily for businesses and travel suppliers. Our business model has developed
over time to increasingly focus on the business-to-business market. We were
incorporated in August 1995 as Internet Travel Network Inc., and we changed our
name to GetThere.com, Inc. in July 1999. In 1995, we launched our www.itn.net
Web site, an Internet-based travel reservation system targeted at consumers and
small businesses. In response to interest from Internet-based content and
electronic commerce providers and travel agencies, we began to offer travel
services for these companies' Web sites. In 1996, we introduced ITN Global
Manager. In 1997, we introduced ITN FlightRez. In 1998, we continued to expand
our customer base for our ITN Global Manager service, and we expanded our
relationship with United Air Lines to include online offerings of unused
capacity and the ability to provide online one-way ticket upgrades. In 1999, we
continued to expand our relationship with United Air Lines by offering online
frequent flyer mileage redemption. We recently entered into a commercial
agreement with American Express Travel Related Services.
Our business customer base has grown from 14 at April 30, 1997 to 53 at July
31, 1999. Our travel supplier customer base has grown from zero at April 30,
1997 to five at July 31, 1999, including United Air Lines, the second largest
North American airline in terms of the number of passengers. The number of
travel-related transactions that we have processed has grown from approximately
18,000 in the quarter ending April 30, 1997 to approximately 306,000 in the
quarter ending July 31, 1999.
We generate revenues primarily from processing travel-related transactions,
such as booking and ticketing reservations, and performing professional
services. These revenues are generated from business customers using our ITN
Global Manager service, from travel suppliers using our ITN FlightRez service
and from other customers. Transaction revenues are comprised of fees and
commissions earned in connection with making travel related reservations and
purchasing airline tickets and providing related traveler support services for
customers asking technical and travel assistance. In addition, our transaction
revenues include fees received from computer reservation system companies for
making travel reservations on that computer reservation system, hosting fees
charged to gain access to our services and the sale of advertising on our
www.itn.net Web site and the Web sites of some of our customers. Transaction
revenues are recognized as the transactions are performed or when the
commission is received or, with respect to hosting fees, when invoiced. In the
case of advertising, we recognize revenues on a per impression basis after a
specified minimum number of impressions have been delivered. Professional
service revenues primarily consist of implementation and customization fees
associated with the deployment and on-going customization of our services.
Professional service revenues are recognized as performed.
Under our agreement with American Express, we will be entitled to receive
fixed quarterly payments. A portion of the fixed payments will be subject to
reimbursement if a specified number of visitors to www.itn.net
28
<PAGE>
and www.itn.com do not register on American Express' site. In addition, we will
be entitled to receive transaction fees with guaranteed annual minimums. Our
annual minimums are subject to reduction based upon failure to meet specified
development timetables.
Our gross margins are affected by numerous factors, such as the mix of
transaction revenues and professional service revenues, and the mix of
transaction revenues from our customers. We generally receive higher gross
margins on transaction revenues than from professional service revenues and
higher gross margins from business customers than from travel supplier
customers. Our gross margins are also affected by personnel and infrastructure
expenditures, which are expected to increase substantially in the future. As a
result, our gross margins will decrease unless we are able to significantly
increase our revenues. Furthermore, we will incur greater costs of revenues due
to the costs of developing and operating our recently acquired traveler support
center in Fort Lauderdale, Florida. These costs may negatively impact our gross
margins for the quarter ending October 31, 1999 and may also have a negative
impact on our gross margins in subsequent quarters.
Stock-based compensation represents the difference between the deemed fair
value of our common stock on the date options were granted or stock was issued
and the exercise or purchase price of our options or stock. This amount is
included as a reduction of stockholders' equity and is amortized over the
vesting period of the individual options or stock, generally four years. We
recorded amortization of stock-based compensation in the amount of $2.0 million
for the year ended January 31, 1999 and $9.4 million for the six months ended
July 31, 1999 in connection with the grant of certain stock options and
issuances of stock to employees and other service providers. As of July 31,
1999, we had a total of $36.6 million remaining to be amortized over the
corresponding vesting periods of the stock options or stock. We anticipate the
amortization of stock-based compensation will approximate $21.5 million for
fiscal 2000 (including the $9.4 million recorded for the six months ended
July 31, 1999), $15.2 million for fiscal 2001, $8.2 million for fiscal 2002 and
$3.5 million for fiscal 2003, which includes the impact of option grants
subsequent to July 31, 1999.
In August and September 1999, we sold an aggregate of 1,875,423 shares of
series C convertible preferred stock at a purchase price of $5.125 per share to
American Express, America West Airlines and Air Canada. In November 1999, we
elected to repurchase 500,000 shares of series C convertible preferred stock.
We expect to record expenses of $10.1 million, equal to the difference between
the fair value of the series C convertible preferred stock at that date ($12.50
per share) and the amount paid for the stock ratably over a four year period.
We entered into these equity transactions primarily for the purpose of inducing
these companies to invest in us and, secondarily, to utilize our travel
service. In addition to the respective equity arrangements with American
Express and America West Airlines. We also entered into commercial agreements
with these travel suppliers.
The commercial agreement with American Express includes the development,
implementation and maintenance of our travel services on the American Express
Web Sites. The initial term of the agreement is four years and includes
anticipated fixed payments over this period of approximately $17.2 million and
variable payments based upon a currently undetermined transaction fee for
tickets processed. These payments may be reduced to the extent that certain
contractual milestones are not met.
The commercial agreement with America West Airlines includes development,
implementation and hosting by us of the online ticket reservation services of
America West Airlines. The initial term of the agreement is four years with a
renewal option for an additional two years. The agreement can be terminated at
any time, but the anticipated fixed payments to be made to us over the initial
term will approximate $4 million plus variable payments based upon a
transaction fee for tickets processed. In addition, we have agreed to pay
America West Airlines a percentage of all hotel and car commissions collected
and a percentage of all advertising fees that we collect on their site. Our
objective is to build brand awareness, achieve market penetration, acquire
industry knowledge and develop business relationships with significant travel
suppliers through these transactions. We viewed the inducement as an essential
part of shaping and executing our business plan and sales and marketing
strategy since these investors provide us with additional knowledge and
leverage in the travel supply industry.
29
<PAGE>
In addition, in August 1999, we issued a warrant to purchase up to 1,650,000
shares of our series C convertible preferred stock to Northwest Airlines at an
exercise price of $5.125 per share. The exercise of this warrant is subject to
the satisfaction of certain specified conditions prior to August 27, 2001
including the execution of a definitive travel supplier agreement for Northwest
Airlines' primary Web site, www.nwa.com, and the adoption of our services on
this Web site. We entered into this warrant transaction primarily for the
purpose of inducing Northwest Airlines to invest in us and, secondarily, to
utilize our services on their Web sites. We entered into an agreement to
develop and provide hosting services for a website for Northwest Airlines
through which Northwest Airlines intends to offer low fare tickets. The
agreement has an initial term of one year with renewal options. Northwest
Airlines will pay a transaction fee of $5.75 per issued ticket to us during the
initial term. Our objective is to build brand awareness, achieve market
penetration and acquire industry knowledge as a result of these relationships
with Northwest Airlines. We will record an expense for the Northwest Airlines
warrant if and when the specified conditions are achieved. We cannot currently
quantify the amount of expense that ultimately will be recorded, however, based
on the assumed initial public offering price, the fair value of this warrant is
$19.5 million. After the value is ultimately determined and the performance
conditions are achieved, the value will be amortized ratably over a four year
period. See "Risk Factors--Our results of operations will be harmed by charges
associated with our payment of stock-based compensation and charges associated
with other securities issuances by us.
Since July 31, the Company issued the following warrants to various third
parties in connection with the sale of preferred stock.
<TABLE>
<CAPTION>
Number of
shares
exercisable
Holder Series of Stock under Warrants Exercise Price
<S> <C> <C> <C>
American Express............... Series E 730,023 $31.00
American Express............... Series E 730,023 $21.00
American Express............... Common 375,000 $16.50
Covia.......................... Series C 1,136,821 $11.20
Air Canada..................... Series E 200,000 $12.50
America West Airlines.......... Series E 500,000 $12.50
</TABLE>
The Black Scholes value of these warrants is as follows using a 5.5% risk
free interest rate, a zero dividend yield and a 70% volatility rate:
<TABLE>
<CAPTION>
Share
Holder Grant Fair Value
<S> <C> <C>
American Express....................................... 730,023 $ 2,400,000
American Express....................................... 730,023 2,350,000
American Express....................................... 375,000 250,000
Covia.................................................. 1,136,821 7,500,000
Air Canada............................................. 200,000 1,250,000
America West Airlines.................................. 500,000 3,100,000
-----------
$16,850,000
===========
</TABLE>
The fair value of these warrants was calculated using the Black Scholes
pricing model and a portion of the proceeds was allocated to the warrants
issued. This allocation results in a discount on the preferred stock that must
be accreted to the redemption value from the issuance date to the first
redemption date. The warrant issued to Air Canada to purchase 200,000 shares of
series E convertible preferred stock terminated in connection with the
repurchase of series C and series E convertible preferred stock from Air Canada
in November 1999.
We have incurred significant operating losses since our inception and, as of
July 31, 1999, had an accumulated deficit of $46.0 million. We anticipate that
our losses will continue to increase significantly for the
30
<PAGE>
forseeable future as we continue to increase our operating expenses. For
example, we expect to increase operating expenses to support our strategic
relationship with American Express and the development and implementation of a
Web site for Northwest Airlines through which Northwest Airlines intends to
offer low fare tickets. Furthermore, if we expand our relationship with
Northwest Airlines by implementing our services for Northwest Airlines' primary
Web site, www.nwa.com, we expect to incur significant additional expenses. We
have relocated our corporate headquarters from Palo Alto, California to Menlo
Park, California, and have recently established an engineering design center in
Dallas, Texas.
As a result of our compensation expenses, expenses associated with the recent
issuances of our securities, and other operating expenses related to the growth
of our business, we expect our net loss and net loss attributable to common
stockholders for the quarter ending October 31, 1999 to increase significantly.
In addition, we expect the rate at which future losses will be incurred will
increase significantly from current levels.
We have never recorded a provision for income taxes. As of July 31, 1999, we
had net operating loss carry-forwards for federal income tax purposes of
approximately $19.8 million and for state income tax purposes of approximately
$13.8 million. These federal and state income tax loss carry-forwards are
available to reduce future taxable income and expire at various dates through
2019. We cannot assure you that we will be able to generate sufficient taxable
income to utilize these income tax loss carry-forwards. In addition, under the
provisions of the Internal Revenue Code, certain changes in our ownership may
limit the amount of net operating loss carry-forwards that we may utilize
annually to offset taxable income in the future.
United Air Lines, one of our principal stockholders through its wholly owned
subsidiary Covia LLC, directly accounted for $1.9 million and $1.5 million or
approximately 33.8% and 24.8% of our total revenues for the six months ended
July 31, 1999 and for the fiscal year ended January 31, 1999. In September
1997, the Company and United Air Lines entered into a service agreement with an
initial term of one year with renewal options. Under the terms of the
agreement, the Company receives a fixed fee of $3.00 per transaction processed
together with additional variable amounts due for telephone call support and
maintenance services. Our service agreement with United Air Lines can be
terminated by either party for any reason by providing the other party with 180
days prior notice. Because a significant amount of our revenues has been and is
expected to continue to be derived from United Air Lines, we are dependent on
our relationship with United Air Lines. We expect that in the near term the
percentage of our revenues derived from United Air Lines will increase. Any
disruption of this relationship would significantly harm our business and
operating results.
We have experienced and expect to continue to experience seasonality in our
business, reflecting seasonal fluctuations in the travel industry, Internet
usage and advertising expenditures. Business travel bookings typically decline
during the fourth quarter of each calendar year due to decreased business
travel during the holiday season. Furthermore, consumer travel bookings
typically increase during the second quarter of each calendar year in
anticipation of summer travel. Internet usage and the rate of growth of such
usage typically decline during the summer.
31
<PAGE>
Results of Operations
The following table sets forth our results of operations as a percentage of
revenues:
<TABLE>
<CAPTION>
Six Months
Fiscal Year Ended Ended
January 31, July 31,
------------------------ ---------------
1997 1998 1999 1998 1999
(unaudited)
<S> <C> <C> <C> <C> <C>
Revenues:
Transaction..................... 43.5% 69.9% 76.5% 77.2% 86.9%
Professional service............ 56.5 30.1 23.5 22.8 13.1
------ ------ ------ ------ ------
Total revenues................ 100.0 100.0 100.0 100.0 100.0
Cost of revenues.................. 23.0 56.0 66.6 59.9 71.0
------ ------ ------ ------ ------
Gross margin...................... 77.0 44.0 33.4 40.1 29.0
Operating expenses:
Research and development........ 155.7 75.5 63.8 63.7 32.5
Sales and marketing............. 177.0 79.8 88.9 93.1 64.5
General and administrative...... 337.1 96.2 95.0 99.2 124.5
Stock-based compensation........ 3.4 3.4 31.1 20.7 168.2
------ ------ ------ ------ ------
Total operating expenses...... 673.2 254.9 278.8 276.7 389.7
------ ------ ------ ------ ------
Loss from operations.............. (596.2) (210.9) (245.4) (236.6) (360.7)
Interest income (expense), net.... 5.7 (1.0) 2.7 (3.0) (2.7)
------ ------ ------ ------ ------
Net loss.......................... (590.5)% (211.9)% (242.7)% (239.6)% (363.4)%
====== ====== ====== ====== ======
</TABLE>
Comparison of Six Months Ended July 31, 1998 and 1999
Revenues. Revenues increased 106.6% from $2.7 million for the six months
ended July 31, 1998 to $5.6 million for the six months ended July 31, 1999 due
primarily to increased transactions from business customers and travel supplier
customers. Transaction revenues increased 132.6% from $2.1 million for the six
months ended July 31, 1998 to $4.9 million for the six months ended July 31,
1999. This increase was primarily due to an increase in the number of
transactions processed which resulted from increased adoption rates of our
products with existing customers, the addition of new customers, and the growth
in hosting revenues from new and existing customers as our installed base has
grown. Transactions increased 164.7% from 204,000 for the six months ended July
31, 1998 to 540,000 for the six months ended July 31, 1999. Professional
service revenues increased 18.9% from $619,000 for the six months ended July
31, 1998 to $736,000 for the six months ended July 31, 1999. This increase was
primarily due to increased implementation services to support the growth in our
customer base and, to a lesser extent, increased customization services for our
existing customers.
Cost of Revenues. Cost of revenues is predominately comprised of transaction
and personnel costs. These costs include costs associated with outside
consultants, commission sharing with some of our customers, printing and
delivery costs of tickets, computer reservation system charges, advertising
agency fees and personnel costs associated with operating our transaction
systems and providing traveler support. Our cost of revenues increased from
$1.6 million or 59.9% of revenues for the six months ended July 31, 1998 to
$4.0 million or 71.0% of revenues for the six months ended July 31, 1999. This
increase in dollars resulted primarily from personnel expenses related to the
hiring and training of additional personnel, equipment and material purchases
and outside consultants. Our gross margins declined from 40.1% for the six
months ended July 31, 1998 to 29.0% for the six months ended July 31, 1999 due
to our investments in additional personnel and infrastructure to increase our
transaction processing capacity in anticipation of future growth.
Research and Development. Research and development expenses consist
principally of personnel costs, equipment expenses, recruiting costs and
consulting fees relating to the development and enhancement of our
32
<PAGE>
services. Research and development expenses increased from $1.7 million or
63.7% of revenues for the six months ended July 31, 1998 to $1.8 million or
32.5% of revenues for the six months ended July 31, 1999. This increase in
dollars was due primarily to the addition of personnel and was partially offset
by a reduction in consulting fees and other expenses. We believe that continued
investment in research and development is critical to attaining our strategic
objectives and, as a result, we expect research and development expenses to
increase significantly in absolute dollars for the foreseeable future. We have
recently established a second engineering development center in Dallas, Texas.
For the quarters ending October 31, 1999 and January 31, 2000, we expect to
increase the number of personnel in our California and Texas engineering
development centers. These events are expected to significantly increase our
research and development expenditures.
Sales and Marketing. Sales and marketing expenses consist primarily of
payroll and related expenses, sales commissions, consulting fees, advertising,
public relations and promotional expenditures and costs relating to the
distribution and sale of our services, including travel and entertainment
expenses. Sales and marketing expenses increased from $2.5 million or 93.1% of
revenues for the six months ended July 31, 1998 to $3.6 million or 64.5% of
revenues for the six months ended July 31, 1999. This increase in dollars was
due primarily to the addition of personnel, increased promotional and
advertising expenditures, and costs associated with the sale and distribution
of our services. We expect to significantly increase our sales and marketing
activities including establishing additional sales offices globally as well as
increasing our sales and marketing expenditures both domestically and
internationally, particularly with respect to advertising expenditures. As a
result, we expect our sales and marketing expenses will increase significantly
in absolute dollars for the foreseeable future.
General and Administrative. General and administrative expenses consist of
payroll and related expenses for management, accounting and administrative
personnel, depreciation of equipment and software, insurance, recruiting,
professional services, facilities and other general corporate expenses. General
and administrative expenses increased from $2.7 million or 99.2% of revenues
for the six months ended July 31, 1998 to $7.0 million or 124.5% of revenues
for the six months ended July 31, 1999. This increase in dollars was due
primarily to the accelerated depreciation of leasehold improvements associated
with our current facilities, an increase in the number of employees focused on
general and administrative functions, and an increase in consulting services,
recruiting costs, depreciation and other general corporate expenses. To
accommodate our growth in headcount, we moved our corporate headquarters to
Menlo Park, California in the quarter ending October 31, 1999. We expect to
incur non-recurring expenditures related to the move, particularly in the
quarter ending October 31, 1999, and increased ongoing expenditures related to
this new facility. We expect general and administrative expenses to increase in
dollars in future periods as we expand our staff and incur additional costs
related to the growth of our business and the administration of a public
company.
Stock-Based Compensation. We recorded aggregate stock-based compensation of
$561,000 for the six months ended July 31, 1998 and $9.4 million for the six
months ended July 31, 1999.
Interest Income (Expense), Net. Interest income (expense), net includes
income from our cash investments, net of expenses related to our financing
obligations. Our interest expense of approximately $82,000 for the six months
ended July 31, 1998 increased to approximately $149,000 for the six months
ended July 31, 1999. This increase was attributable to an increase in interest
paid on financing obligations and a decrease in interest income due to lower
invested cash balances.
Comparison of Fiscal Years Ended January 31, 1997, 1998 and 1999
Revenues. Revenues increased 415.6% from $582,000 for the fiscal year ended
January 31, 1997 to $3.0 million for the fiscal year ended January 31, 1998,
due primarily to an increase in the number of transactions from businesses,
Internet-based content and electronic commerce providers and travel agencies.
Transaction revenues increased 729.2% from $253,000 for the fiscal year ended
January 31, 1997 to $2.1 million for the fiscal year ended January 31, 1998.
This increase was primarily due to an increase in the number of transactions
processed which resulted from increased use of our services by our existing
customers,
33
<PAGE>
and the addition of new customers. Professional service revenues increased
174.5% from $329,000 for the fiscal year ended January 31, 1997 to $903,000 for
the fiscal year ended January 31, 1998. The increase resulted primarily from
growth in the number of new customers, including services provided to United
Air Lines in the second-half of the fiscal year ended January 31, 1998.
Revenues increased 114.8% from $3.0 million for the fiscal year ended January
31, 1998 to $6.4 million for the fiscal year ended January 31, 1999, due
primarily to an increase in the number of transactions from businesses, travel
suppliers, Internet-based content and electronic commerce providers and travel
agencies. Transaction revenues increased 135.1% from $2.1 million for the
fiscal year ended January 31, 1998 to $4.9 million for the fiscal year ended
January 31, 1999. This increase was primarily due to an increase in the number
of transactions processed which resulted from increased use of our services by
our existing customers, the addition of new customers, and the growth in
hosting revenues from new and existing customers. The number of transactions
grew 294.6% from 130,000 for the fiscal year ended January 31, 1998 to 513,000
for the fiscal year ended January 31, 1999. Professional service revenues
increased 67.8% from $903,000 for the fiscal year ended January 31, 1998 to
$1.5 million for the fiscal year ended January 31, 1999. This increase was
primarily due to an increase in the number of custom development projects for
new and existing customers and growth in the number of new customers.
Cost of Revenues. Cost of revenues increased from $134,000 or 23.0% of
revenues for the fiscal year ended January 31, 1997 to $1.7 million or 56.0% of
revenues for the fiscal year ended January 31, 1998. This increase in dollars
primarily resulted from hiring and training of additional personnel for
customer support, professional services and data center operations, and costs
associated with integrating our dedicated traveler support center during the
second half of the year ended January 31, 1998. Cost of revenues increased to
$4.3 million or 66.6% of revenues for the fiscal year ended January 31, 1999.
This increase in dollars primarily resulted from the hiring and training of
additional personnel for customer support, professional services and data
center operations.
Gross margins declined from 77.0% for the fiscal year ended January 31, 1997
to 44.0% for the fiscal year ended January 31, 1998. This decrease was
primarily due to an increase in spending associated with the addition of our
traveler support organization and investments in additional personnel and
infrastructure in anticipation of future growth. Gross margins declined further
to 33.4% for the fiscal year ended January 31, 1999 due to our investment in
additional personnel and infrastructure to add transaction processing capacity
in anticipation of future growth.
Research and Development. Research and development expenses increased from
$906,000 or 155.7% of revenues for the fiscal year ended January 31, 1997 to
$2.3 million or 75.5% of revenues for the fiscal year ended January 31, 1998
and to $4.1 million or 63.8% of revenues for the fiscal year ended January 31,
1999. These increases in dollars were primarily due to the addition of
personnel, equipment and consulting fees to support the continued development
of our services.
Sales and Marketing. Sales and marketing expenses increased from $1.0 million
or 177.0% of revenues for the fiscal year ended January 31, 1997 to $2.4
million or 79.8% of revenues for the fiscal year ended January 31, 1998 and to
$5.7 million or 88.9% of revenues for the fiscal year ended January 31, 1999.
These increases in dollars were primarily due to the addition of personnel,
increased promotional and advertising expenditures, and increased expenses
associated with the sale and distribution of our services.
General and Administrative. General and administrative expenses increased
from $2.0 million or 337.1% of revenues for the fiscal year ended January 31,
1997 to $2.9 million or 96.2% of revenues for the fiscal year ended January 31,
1998. This increase in dollars was primarily due to an increase in the number
of employees and related recruiting costs, depreciation and other general
corporate expenses, partially offset by a decrease in professional services.
General and administrative expenses increased to $6.1 million or 95.0% of
revenues for the fiscal year ended January 31, 1999. This increase in dollars
primarily resulted from an increase in personnel and related recruiting costs,
depreciation, an increase in professional services and other general corporate
expenses.
34
<PAGE>
Stock-based Compensation. We recorded aggregate stock-based compensation of
$20,000 in the fiscal year ended January 31, 1997, $103,000 in the fiscal year
ended January 31, 1998, and $2.0 million in the fiscal year ended January 31,
1999.
Interest Income (Expense), Net. Our interest income was $33,000 for the
fiscal year ended January 31, 1997, declining to interest expense of $30,000
for the fiscal year ended January 31, 1998 and then increasing to interest
income of $173,000 for the fiscal year ended January 31, 1999. The decrease for
the year ended January 31, 1998 was due to an increase in interest paid on
financing obligations and a decrease in interest income resulting from lower
invested cash balances. The increase to net interest income in the year ended
January 31, 1999 was due to an increase in interest income due to higher
invested cash balances resulting from our series C convertible preferred stock
financing.
35
<PAGE>
Selected Quarterly Results of Operations
The following tables set forth our unaudited statement of operations data for
each of the six most recent quarters, and the percentage of total revenues
represented by each item. This data has been derived from unaudited financial
statements which, in the opinion of management, include all adjustments,
consisting only of normal recurring adjustments, necessary for a fair
presentation of this information when read in conjunction with our annual
audited financial statements and related notes. You should not draw any
conclusions about our future results from the results of operations for any
quarter.
<TABLE>
<CAPTION>
Three Months Ended
---------------------------------------------------------------
April 30, July 31, Oct. 31, Jan. 31, April 30, July 31,
1998 1998 1998 1999 1999 1999
(In thousands, unaudited)
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Transaction........... $ 1,057 $ 1,033 $ 1,372 $ 1,470 $ 1,930 $ 2,932
Professional service.. 253 366 451 445 380 356
------- ------- ------- ------- ------- --------
Total revenues...... 1,310 1,399 1,823 1,915 2,310 3,288
Cost of revenues........ 763 860 1,258 1,411 1,655 2,318
------- ------- ------- ------- ------- --------
Gross profit............ 547 539 565 504 655 970
Operating expenses:
Research and
development.......... 829 897 1,065 1,322 873 946
Sales and marketing... 1,270 1,252 1,520 1,690 1,580 2,032
General and
administrative....... 1,269 1,418 1,762 1,678 2,376 4,597
Stock-based
compensation......... 170 391 479 965 3,523 5,893
------- ------- ------- ------- ------- --------
Total operating
expenses........... 3,538 3,958 4,826 5,655 8,352 13,468
------- ------- ------- ------- ------- --------
Loss from operations.... (2,991) (3,419) (4,261) (5,151) (7,697) (12,498)
Interest income
(expense), net......... (111) 29 140 115 (12) (137)
------- ------- ------- ------- ------- --------
Net loss................ $(3,102) $(3,390) $(4,121) $(5,036) $(7,709) $(12,635)
======= ======= ======= ======= ======= ========
<CAPTION>
As a Percentage of Total Revenues
---------------------------------------------------------------
April 30, July 31, Oct. 31, Jan. 31, April 30, July 31,
1998 1998 1998 1999 1999 1999
(unaudited)
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Transaction........... 80.7% 73.8% 75.3% 76.8% 83.5% 89.2%
Professional service.. 19.3 26.2 24.7 23.2 16.5 10.8
------- ------- ------- ------- ------- --------
Total revenues...... 100.0 100.0 100.0 100.0 100.0 100.0
Cost of revenues........ 58.2 61.5 69.0 73.7 71.6 70.5
------- ------- ------- ------- ------- --------
Gross margin............ 41.8 38.5 31.0 26.3 28.4 29.5
Operating expenses:
Research and
development.......... 63.3 64.1 58.4 69.0 37.8 28.8
Sales and marketing... 97.0 89.5 83.4 88.3 68.4 61.8
General and
administrative....... 96.8 101.3 96.7 87.6 102.9 139.8
Stock-based
compensation......... 13.0 28.0 26.3 50.4 152.5 179.2
------- ------- ------- ------- ------- --------
Total operating
expenses........... 270.1 282.9 264.8 295.3 361.6 409.6
------- ------- ------- ------- ------- --------
Loss from operations.... (228.3) (244.4) (233.8) (269.0) (333.2) (380.1)
Interest income
(expense), net......... (8.5) 2.1 7.7 6.0 (0.5) (4.2)
------- ------- ------- ------- ------- --------
Net loss................ (236.8)% (242.3)% (226.1)% (263.0)% (333.7)% (384.3)%
======= ======= ======= ======= ======= ========
</TABLE>
The number of transactions that we process has increased in all of the
quarters presented due to the addition of new customers and increased adoption
by our existing customers. Transaction revenues grew in
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conjunction with growth in the number of transactions processed by us except in
the quarter ending July 31, 1998, which was negatively impacted by the
reduction in the commission rate paid by several airlines to all travel
agencies. Professional service revenues are driven by implementations for new
customers, and customer specific projects for new and existing customers.
Because the growth in the number of our customers has fluctuated, and because
these projects vary, professional service revenues have fluctuated on a
quarter-to-quarter basis. The decline in gross margin from the quarter ending
April 30, 1998 through the quarter ending January 31, 1999 was primarily
attributable to a reduction in commission rates paid by airlines, a reduction
in implementation pricing and an increase in infrastructure related
expenditures. The increase in gross margin during the quarters ended April 30,
1999 and July 31, 1999, was primarily attributable to transaction volumes
increasing faster than costs.
Research and development expenses increased in the quarters ended October 31,
1998 and January 31, 1999 primarily due to fees paid to consultants for
developing the capabilities of our data center. The decline in research and
development expenses as a percentage of revenues from the quarter ended January
31, 1999 through the quarter ended July 31, 1999, was primarily a result of the
completion of the data center review by outside consultants and slower than
expected hiring of technical staff. We expect research and development spending
to increase from current levels. The decline in sales and marketing expenses as
a percentage of revenues from the quarter ended January 31, 1999 through the
quarter ended July 31, 1999 was primarily the result of an increase in
transaction revenues and a decrease in personnel related costs. General and
administrative expenses decreased in the quarter ended January 31, 1999 due to
fewer salaries paid as a result of management departures. These salary expenses
increased in the following quarter due to increased hiring, particularly of
management personnel. The increase in general and administrative expenses as a
percentage of revenues from the quarter ended January 31, 1999 through the
quarter ended July 31, 1999 was attributable primarily to accelerated
depreciation of leasehold improvements associated with our current facility, an
increase in general and administrative employees and an increase in consulting
fees and depreciation expense.
We believe that quarter-to-quarter comparisons of our revenues and operating
results are not necessarily meaningful, and that such comparisons may not be
accurate indicators of future performance. The operating results of companies
in the travel and electronic commerce industries have in the past experienced
significant quarter-to-quarter fluctuations. We expect our revenues and
operating results to vary significantly from quarter to quarter due to a number
of factors, including:
. our ability to satisfy customer demand, retain existing customers and
attract new customers;
. varying adoption rates of our services;
. the timing and expense of expanding our operations;
. the mix of transaction revenues and professional service revenues;
. the mix of transaction revenues from our customers;
. our ability to obtain market acceptance of new services and upgrades;
. product introductions by us and our competitors;
. our ability to attract, integrate and retain key personnel;
. changes in the rate of Internet usage and electronic commerce;
. changes in our pricing policies or the pricing policies of our
competitors;
. changes in inventory availability from travel suppliers or commission
rates paid by travel suppliers;
. our ability to upgrade and develop our systems and infrastructure without
disrupting our operations;
. technical difficulties with our systems or system down time;
. difficulties accessing computer reservation systems or travel suppliers'
systems;
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. costs related to the acquisition of businesses or technologies; and
. unforeseen events affecting the travel or electronic commerce industries.
Furthermore, we currently expect that a majority of our revenues for the
foreseeable future will come from fees and commissions paid to us by our
customers using our ITN Global Manager, ITN FlightRez and other services. The
volume and timing of these fees and commissions are difficult to predict
because the online market for these products and services is in its infancy. As
with other companies in our industry, our operating expenses, which include
sales and marketing, research and development, general and administrative
expenses, and stock-based compensation are based on our expectations of future
revenues and are relatively fixed in the short term. As a result, a delay in
generating or recognizing revenues for any reason could cause significant
variations in our operating results from quarter to quarter and could result in
greater than expected operating losses. Consequently, in future quarters our
operating results may fall below the expectations of investors and, as a
result, the price of our common stock may fall. Additionally, despite our
sequential quarterly revenue growth during fiscal 1999, we expect future growth
rates to decline. You should not draw any conclusions about our future growth
rates from our historical growth rates.
Liquidity and Capital Resources
We have financed our operations primarily through private sales of capital
stock, bank loans and equipment leases. From inception through July 31, 1999,
we have raised approximately $35.9 million through the sale of preferred stock.
As of July 31, 1999, we had $6.5 million in cash, cash equivalents and short-
term investments, and $(2.2) million in working capital. As a result of
financing agreements for the sale of our series C and series E convertible
preferred stock entered into in August and September 1999, we raised $72.6
million in net proceeds. In November 1999, we repurchased 500,000 shares of
series C convertible preferred stock and 200,000 shares of series E convertible
preferred stock for an aggregate amount of $5.1 million.
Net cash used in operating activities was $3.0 million for the fiscal year
ended January 31, 1997 and was attributable primarily to our net loss of $3.4
million. Net cash used in operating activities was $4.6 million for the fiscal
year ended January 31, 1998 and was attributable primarily to our net loss of
$6.4 million, an increase in accounts receivable of $627,000 partially offset
by an increase in deferred revenue of $591,000 resulting from increased
revenues, and an increase in accounts payable and accrued liabilities of $1.2
million resulting from increased expenses. Net cash used in operating
activities was $11.4 million for the fiscal year ended January 31, 1999 and was
attributable primarily to our net loss of $15.6 million, partially offset by
depreciation and amortization of $1.5 million, and amortization of unearned
compensation of $2.0 million. Net cash used in operating activities was
$5.1 million for the six months ended July 31, 1998 and was attributable
primarily to our net loss of $6.5 million, partially offset by depreciation and
amortization of $633,000, and amortization of unearned compensation of
$561,000. Net cash used in operating activities was $6.9 million for the six
months ended July 31, 1999 and was attributable primarily to our net loss of
$20.3 million, partially offset by depreciation and amortization of $1.8
million, amortization of unearned compensation of $9.4 million, and an increase
in accounts payable and accrued liabilities of $2.8 million resulting from
increased expenses.
Net cash used in investing activities was $737,000 for the fiscal year ended
January 31, 1997, was $2.0 million for the fiscal year ended January 31, 1998
and was $10.5 million for the fiscal year ended January 31, 1999 and was
primarily attributable to short-term investing of cash to generate interest
income and the acquisition of property and equipment, which consists primarily
of computer equipment, leasehold improvements, and furniture and fixtures.
Property and equipment purchases were $637,000 for the fiscal year ended
January 31, 1997, $2.0 million for the fiscal year ended January 31, 1998 and
$2.9 million for the fiscal year ended January 31, 1999. Additionally, $7.5
million of cash was used for short-term investing to generate interest income
during the fiscal year ended January 31, 1999. Net cash used in investing
activities of $7.0 million for the six months ended July 31, 1998 was primarily
attributable to $1.9 million used for purchases of property and equipment and
$5.1 million for short-term investing to generate interest income. Net cash
used in investing activities of $1.7 million for the six months ended July 31,
1999 was primarily
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attributable to $5.2 million for purchases of property and equipment, $800,000
for the acquisition of the assets of our Florida call center and the conversion
of $4.3 million of short-term investments into cash.
Net cash provided by financing activities was $4.3 million for the fiscal
year ended January 31, 1997 and was primarily attributable to issuing $4.2
million of preferred stock and warrants. Net cash provided by financing
activities of $7.3 million for the fiscal year ended January 31, 1998 was
primarily attributable to issuing $6.5 million of preferred stock and warrants
and securing $838,000 of capital lease and bank net borrowings. Net cash
provided by financing activities for the fiscal year ended January 31, 1999 of
$28.8 million is primarily attributable to issuing $25.2 million of preferred
stock and warrants and securing $3.7 million of capital lease net borrowings.
Net cash provided by financing activities for the six months ended July 31,
1998 of $28.3 million was primarily attributable to issuing $25.2 million of
preferred stock and warrants and securing $3.1 million of capital lease net
borrowings. Net cash provided by financing activities for the six months ended
July 31, 1999 of $3.6 million was primarily attributable to $3.5 million of
capital lease net borrowings.
Computer equipment is our largest category of purchases of property and
equipment, and we expect to continue to invest significantly in computer
equipment to support the growth in the number of transactions we process and
the amount of data we store in our systems. In addition, we are currently in
the process of establishing additional data center operations in Virginia at
Exodus Communications to accommodate our needs for redundant systems and
additional processing capability to better serve our customers in the eastern
portion of the United States and Europe. We are also establishing an
engineering development center in Texas to further develop our services. The
Virginia data center operations and the planned Texas engineering development
center are expected to increase our expenditures for new property and
equipment. We also moved to a larger facility during October 1999, which will
increase our expenditures for new property and equipment.
We have a term loan for borrowings of up to $500,000 for purchases of
property and equipment. The outstanding principal balance is due in equal
monthly installments of $16,000 ending in October 2000 together with interest
at the bank's prime rate plus 1.75% (9.5% at January 31, 1999). At July 31,
1999, $234,000 was outstanding under this term loan. Borrowings are secured by
all our assets except leased assets. The term loan requires us to meet certain
financial covenants including quick ratio, tangible net worth and profitability
requirements. We also have two equipment lease lines. One lease line is for
$2.1 million and is fully drawn. Our other lease line is for $5.8 million, $5.2
million of which was used at July 31, 1999.
We expect to experience significant growth in our operating expenses,
particularly in sales and marketing, general and administrative and research
and development expenses in the foreseeable future. As a result, we expect
operating expenses and purchases of property and equipment will constitute the
majority of the future use of our cash resources. In addition, we may use our
cash resources to acquire or make investments in complementary products,
technologies or businesses. We believe our current cash resources, without the
proceeds from the sale of the common stock in this offering, will be sufficient
to meet our working capital and operating expenditures for the next 12 months.
After that point, we may need to obtain additional equity or debt financing to
meet our cash resource needs. In the event that additional financing is
required, it is uncertain whether or not we would be able to obtain financing
on acceptable terms.
Year 2000 Readiness
Many computers, software and other equipment include computer code in which
calendar year data is abbreviated to only two digits. As a result of this
design decision, some of these systems could fail to operate or fail to produce
correct results if "00" is interpreted to mean 1900, rather than 2000. These
problems are widely expected to increase in frequency and severity as the year
2000 approaches, and are commonly referred to as the "year 2000 problem."
General Readiness Assessment. The year 2000 problem may affect the network
infrastructure, computers, software and other equipment that we use, operate or
maintain for our operations. As a result, we have formalized our year 2000
compliance plan, to be implemented by a team of employees, led by Dr. Eric
Sirkin,
39
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our vice president of engineering, responsible for the implementation of our
year 2000 projects and reporting their status to our board of directors.
Additionally, according to our year 2000 compliance plan, the project team has
compiled a listing of all mission-critical items, both internally developed and
externally purchased, which may be impacted by the year 2000 problem. We have
obtained verification or validation from independent third parties whose
products and services are deemed mission-critical to our processes to assess
and correct any of our year 2000 problems or the costs associated with these
products and services. We expect to have all third party verifications, or
replacement of the related item, completed by the end of November 1999. We
believe we have identified most of the major computers, software applications
and related equipment used in connection with our internal operations that will
need to be evaluated to determine if they must be modified, upgraded or
replaced to minimize the possibility of a material disruption to our business.
We expect to resolve any year 2000 problems before the occurrence of any
material disruption of our business.
Assessment of Infrastructure. Beginning in August 1998, we began assessing
the ability of our internally developed and other technologies to operate
properly in the year 2000. We have tested the ability of our internal and other
systems to handle travel-based reservations, bookings, credit card
authorization and other features of our services for year 2000 compliance. We
believe that our current internally developed technologies are year 2000
compliant. Additionally, as we design and develop new products, we test them
for year 2000 compliance and the ability to distinguish between various date
formats.
Systems Other than Information Technology Systems. In addition to computers
and related systems, the operation of office and facilities equipment, such as
fax machines, telephone switches, security systems and other common devices may
be affected by the year 2000 problem. We are currently contacting all related
third party suppliers or testing the related items. We expect to have this
process completed and necessary replacements implemented by the end of November
1999.
Costs of Remediation. We estimate the total cost of completing any required
modifications, upgrades or replacements of our internal systems will not exceed
$50,000, most of which we expect to incur during fiscal 2000. This estimate is
being monitored and we will revise it as additional information becomes
available.
Based on the activities described above, we do not believe that the year 2000
problem will significantly harm our business or operating results. In addition,
we have not deferred any material information technology projects or equipment
purchases, as a result of our year 2000 problem activities.
Suppliers and Service Providers. As part of our year 2000 plan, we have
requested that our third-party suppliers and service providers used in the
delivery of our services identify any potential year 2000 problems. All of our
requests have been answered in writing with the third party suppliers and
service providers indicating that they are year 2000 compliant. However, we
have limited or no control over the actions of these third-party suppliers and
cannot independently verify the facts underlying their responses to our
requests. While we expect that we will be able to resolve any significant year
2000 problems with these third parties, these suppliers might not resolve any
or all year 2000 problems before the occurrence of a material disruption to the
operation of our business. Any failure of these third parties to resolve year
2000 problems with their systems in a timely manner could significantly harm
our business and operating results.
Most Likely Consequences of Year 2000 Problems. We expect to identify and
resolve all year 2000 problems that could significantly harm our business and
operating results. However, we believe that it is not possible to determine
with complete certainty that all year 2000 problems affecting us have been
identified or corrected. The number of devices and systems that could be
affected and the interactions among these devices and systems are too numerous
to address. In addition, no one can accurately predict which year 2000 problem-
related failures will occur or the severity, timing, duration, or financial
consequences of these potential failures. As a result, we believe that the
following consequences may be possible:
. operational inconveniences and inefficiencies for us, our suppliers and
our customers could divert management's time and attention and financial
and human resources from ordinary business activities;
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<PAGE>
. business disputes and claims due to year 2000 problems experienced by our
customers and attributed to our services or performance; and
. allegations that we failed to comply with the terms of contracts or
industry standards of performance, some of which could result in
litigation or contract termination.
Contingency Plans. We have developed contingency plans to be implemented if
our efforts to identify and correct year 2000 problems affecting our internal
systems are not effective. Depending on the systems affected, these plans could
include:
. short to medium-term use of backup equipment and software or other
redundant systems;
. increased work hours for our personnel or the hiring of additional
information technology staff; and
. the use of contract personnel to correct, on an accelerated basis, any
year 2000 problems that arise or to provide interim alternate services
for information system deficiencies.
Our failure to implement of any of these contingency plans could
significantly harm our business and operating results.
Quantitative and Qualitative Disclosures about Market Risk
Most of our cash equivalents, short-term investments and capital lease
obligations are at fixed interest rates, and therefore the fair value of these
instruments is affected by changes in market interest rates. As of July 31,
1999, all of our cash equivalents mature within 90 days and all of our short-
term investments mature by April 2000. Because our investment portfolio is
primarily comprised of short-term instruments, an immediate 10% change in
interest rates would not have a material effect on the fair market value of our
portfolio, therefore, we would not expect our operating results or cash flows
to be affected to any significant degree by the effect of a sudden change in
market interest rates on our securities portfolio.
Recent Accounting Pronouncements
In March 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-1 ("SOP 98-1"), "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use." SOP 98-1 is effective for
financial statements for years beginning after December 15, 1998 and provides
guidance on accounting for the costs incurred for computer software developed
or obtained for internal use including the requirement to capitalize specified
costs and the amortization of such costs. We have adopted the provisions of SOP
98-1 in the fiscal year beginning February 1, 1999. The adoption of SOP 98-1 is
not expected to have a material effect on our results of operations, financial
position or cash flows.
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This statement establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. SFAS No.
133 is effective for all fiscal quarters beginning with the quarter ending July
31, 1999. In July 1999, the FASB issued SFAS No. 137, "Accounting for
Derivative Instruments and Hedging Activities--Deferral of the Effective Date
of FASB Statement No. 133" which deferred the effective date until the fiscal
quarter ending July 31, 2000. The adoption of SFAS No. 133 is not expected to
have a material effect on our results of operations, financial position or cash
flows.
41
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BUSINESS
Overview
GetThere.com is a provider of Internet-based travel procurement and supply
services primarily for businesses and travel suppliers. Through our Global
Manager service, which is sold to businesses, we provide a Web site that
enables employees to make travel reservations and purchase airline tickets over
the Internet. Through our ITN FlightRez service, which is sold to travel
suppliers such as airlines, we provide a Web site that enables travel suppliers
to sell travel products and services over the Internet. In addition, we provide
a service that enables Internet-based content and electronic commerce providers
and travel agencies to offer travel-related products and services over the
Internet.
Industry Background
Growth of Electronic Commerce
The Internet is dramatically changing the way people worldwide communicate,
share information and conduct commerce. The success of the Internet for
consumer-related electronic commerce is encouraging businesses to utilize
Internet-based services to simplify their business-to-business and business-to-
consumer transactions. Forrester Research estimates that the business-to-
business electronic commerce market in the United States will grow from $43.0
billion in 1998 to $1.3 trillion in 2003. Internet-based services enable
companies to increase revenues, lower costs and improve profitability by
enabling one-to-one marketing, increasing customer acquisition opportunities,
and streamlining business processes, such as the internal procurement and
supply of indirect goods and services.
Procurement and Supply of Indirect Goods and Services
Indirect goods and services include travel, entertainment, information
technology, telecommunications equipment, professional services and office
supplies and equipment. Killen & Associates, a research firm, estimates that
indirect goods and services expenditures are the largest segment of corporate
expenditures, representing approximately 33% of a typical company's total
revenues.
We believe the process of procuring and supplying indirect goods and services
is plagued by numerous inefficiencies, including:
. multiple layers of intermediaries, such as agents and distributors, which
lead to higher costs and indirect communication between businesses and
suppliers;
. the inability to monitor compliance with corporate procurement policies,
including the inability to control "rogue purchasing," which occurs when
personnel do not follow internal purchasing guidelines;
. the inability to maximize economies of scale by enforcing purchasing
through preferred suppliers; and
. labor-intensive processes which result in higher costs and lower employee
productivity.
Travel Procurement and Supply Market
In 1998, there were approximately 1.4 billion total airline passengers
worldwide as reported by the International Airtransport Association. According
to the American Express 1998 Survey of Business Travel Management, U.S.
business expenditures for airline tickets, car rentals and lodging exceeded
$122 billion in 1998. According to the same survey, businesses in the U.S.
completed approximately 154 million air travel transactions in 1998,
representing expenditures of approximately $73 billion. Forrester Research
estimates that travel will be the second largest spending category for online
business-to-business services in 1999, representing approximately 23% of this
market.
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In general, businesses purchase travel-related goods and services through a
traditional procurement channel that involves numerous intermediaries including
travel agents, computer reservation systems and credit card issuers. We believe
the involvement of these intermediaries creates numerous inefficiencies and
makes it difficult for businesses to obtain complete and timely information
regarding their travel expenditures. Consequently, businesses often experience
difficulty:
. negotiating favorable contracts with preferred travel suppliers;
. monitoring employee compliance with corporate procurement policies,
including controlling "rogue purchasing," which occurs when personnel do
not follow internal purchasing guidelines; and
. directing purchases to preferred travel suppliers to take advantage of
negotiated contracts and volume discounts.
In addition, these intermediaries increase transaction costs by charging fees
in connection with each purchase or reservation, with travel agency fees often
representing a majority of these costs. For example, we believe the purchase of
a single $500 airline ticket by a business generally includes a computer
reservation system fee of approximately $10 and a credit card processing fee of
approximately $10. In addition to the $500 ticket price, we believe that the
business also generally pays a travel agency fee of approximately $40.
Travel suppliers also incur significant costs and lost revenue opportunities
due to the control by intermediaries of valuable transaction and customer
information. In particular, the existence of multiple intermediaries often
limits the ability of travel suppliers to effectively:
. establish one-to-one personalized relationships with travelers;
. minimize excess capacity, such as unsold airline seats and empty hotel
rooms; and
. maximize the effectiveness of affinity programs.
Furthermore, the traditional travel procurement and supply process is labor
intensive, resulting in lower employee productivity and higher costs for both
businesses and travel suppliers. Deloitte & Touche estimates that the
procurement process for the purchase of a single airline ticket by a business
involves at least three people and takes an average of 46 minutes. Due to the
complexity and inefficiency inherent in this process, we believe that
businesses and travel suppliers will increasingly utilize Internet-based
services to reduce inefficiencies and costs.
Opportunity for an Internet-Based Travel Procurement and Supply Service
Forrester Research estimates that online business travel expenditures will
grow from $5 billion in 1999 to $38 billion in 2003. Accordingly, we believe
there is a significant market opportunity for a comprehensive Internet-based
service that reduces the inefficiencies in the travel procurement and supply
process for businesses and travel suppliers. This service should facilitate the
distribution of travel-related goods and services and provide businesses and
travel suppliers with tools for the complete and timely analysis and reporting
of travel-related information. Furthermore, the service should be easy to
implement and compatible with businesses' and travel suppliers' existing
technology.
The GetThere.com Service
GetThere.com is a provider of Internet-based travel procurement and supply
services primarily for businesses and travel suppliers. We provide fully-
managed travel reservation and booking services that enable businesses and
travel suppliers to reduce current inefficiencies in the travel procurement and
supply process. Our services can operate independently of third-party travel
agencies and are not dependent on any single computer reservation system.
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Our services use our proprietary technology, the GT Exchange, to provide
businesses, suppliers and travelers with the ability to:
. create profiles reflecting travel preferences;
. access airline, car rental and hotel information and availability;
. access their privately negotiated or publicly available pricing;
. create and ticket travel reservations;
. access travel-related information such as news, weather and maps; and
. collect and analyze travel data.
Our ITN Global Manager service is designed to enable businesses with
significant travel expenditures to reduce travel costs, increase employee
productivity and analyze and report travel data. Our ITN FlightRez service is
designed to enable travel suppliers, such as airlines, to increase revenue
opportunities, reduce costs and enhance customer service. In addition, we
provide a service that is designed to enable Internet-based content and
electronic commerce providers and travel agencies to offer travel-related goods
and services over the Internet.
Benefits to Businesses
Reduce costs. ITN Global Manager utilizes the Internet to further automate
the travel procurement process and decrease the role of intermediaries. Our
service is designed to enable businesses to significantly reduce travel-related
costs, such as travel agency fees, by reducing the number of people and the
time involved in processing travel-related transactions. In addition, our
service is designed to lower travel costs by enforcing the use of preferred
travel suppliers and negotiated rates. ITN Global Manager also provides data
analysis and reporting features that enable businesses to enforce corporate
travel policies and facilitate the negotiation of favorable contracts with
preferred travel suppliers. The ability to monitor travel-related purchases
also helps businesses control against rogue purchasing, which generally
accounts for a significant portion of travel expenditures.
Increase productivity. ITN Global Manager is designed to enable businesses to
increase productivity by streamlining their internal travel procurement
processes. We believe that by automating the travel procurement process, our
service enables businesses to reduce the amount of time it takes to execute
travel transactions and reduce the number of individuals involved. Also,
business travelers can use our services to procure travel-related goods and
services, 24 hours a day, seven days a week.
Provide real-time data analysis and reporting. ITN Global Manager is designed
to enable businesses to collect, analyze and report on their current and
historical travel data for both online and agency-generated reservations.
Businesses can utilize this information for planning and strategic purposes,
including negotiating volume discounts with travel suppliers. ITN Global
Manager also allows businesses to analyze useful real-time metrics, such as
cost per mile, compliance with travel policies and adoption rates of online
travel technologies. ITN Global Manager provides online access to this
information in a variety of customer-specific, user-friendly formats.
Benefits to Travel Suppliers
Increase revenue opportunities. ITN FlightRez is designed to provide travel
suppliers with an Internet-based sales channel enabling them to directly
interact with travelers using the Internet, 24 hours a day, seven days a week.
This service provides travel suppliers with the information needed to build
traveler profiles, to analyze traveler usage patterns and preferences and to
develop one-to-one personalized relationships. These relationships enable
travel suppliers to market directly to their customers by publishing,
distributing and selling special online-only promotional fares directly to
them. In addition, the traveler information we provide is
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designed to enhance travel suppliers' ability to sell unused capacity to
targeted travelers, resulting in increased revenues and improved inventory
management.
Reduce sales and distribution costs. ITN FlightRez is designed to enable
travel suppliers to reduce sales and distribution costs by allowing them to
sell directly to travelers over the Internet, thereby reducing or eliminating
travel agency fees. By further automating their reservation processes, travel
suppliers can reduce the high labor costs inherent in traditional processes. In
addition, travel-related information can be distributed online, thereby
reducing the costs of printing and distribution.
Enhance customer service and increase customer loyalty. ITN FlightRez is
designed to enable travel suppliers to provide their customers with real-time
access to travel information, including current flight information, historical
reservation bookings, flight status updates and seat maps. Additionally, ITN
FlightRez can be adjusted to provide other useful travel-related information,
such as news, weather, maps, driving directions, hotel locations and other
destination information. In addition, our services can be customized to allow
travelers to join a travel supplier's customer loyalty program, obtain account
balances and redeem award travel online. We believe these features enhance
customer service and increase customer loyalty. Furthermore, our services can
be customized to enable travel suppliers to provide their customers with the
ability to make other airline, car rental and hotel reservations so that
travelers can book an entire travel itinerary from the travel supplier's Web
site.
Benefits to Internet-based Content and Electronic Commerce Providers and
Travel Agencies
We also provide our services to Internet-based content and electronic
commerce providers and travel agencies that want to offer travel-related goods
and services online. Our services allow these companies to offer travel
reservation capabilities to attract more visitors and generate new travel-
related revenues. In addition, our service allows travel agencies to extend
their existing sales channel. Our service offers a variety of completely
outsourced and hosted capabilities, including online booking, transaction
processing, traveler support, and ticket fulfillment and delivery. Our service
is designed to enable our customers to quickly and easily add online travel
capabilities to their Web sites.
Our Strategy
Our objective is to be the leading provider of Internet-based procurement and
supply services for travel and other indirect goods and services. Key elements
of our strategy include:
Expand our customer base. Our current marketing activities focus on
advertising in trade publications and participating in trade shows. We intend
to continue to build our sales and marketing capabilities by adding personnel
and conducting marketing campaigns that strengthen our brand and increase our
penetration of businesses with significant travel expenditures, travel
suppliers and potential Internet-based companies. We target customers that
purchase or supply large volumes of travel-related goods and services and that
are increasingly using the Internet as a business tool. We intend to provide
these customers with high-quality transaction processing capabilities, data
analysis and reporting tools and customer support. In addition, we intend to
leverage our contacts in the travel industry in order to generate new
customers.
Increase adoption rates of our services by our business customers. We provide
professional services that are designed to help our business customers develop
internal programs to increase adoption rates of our ITN Global Manager service.
We intend to work with our business customers to implement customer loyalty
programs designed to encourage travelers to use our service. In addition, we
intend to enhance the content and information available through our service
such as providing improved directions and maps, and more up to date information
to further improve the user experience and increase customer retention.
Aggressively pursue other travel markets. We currently have a sales office in
the United Kingdom that has conducted limited market development activities in
Europe and is focused on supporting existing
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customers. We intend to grow our sales and marketing capabilities to target the
substantial opportunities represented by small-to-medium sized businesses and
seek new customers in international markets. In addition, we will continue to
pursue strategic relationships to accelerate our penetration of these markets.
For example, we recently signed an agreement with American Express that makes
us the preferred provider of Internet-based travel procurement services for
their small, middle and international markets.
Further develop our technology. Our architecture is designed to be reliable,
scalable and is flexible to meet the specific needs of a customer in order to
meet the evolving demands of the travel procurement and supply market. We
intend to continue to develop additional features and functionality.
Leverage technology and relationships into markets for other indirect goods
and services. We believe that the architecture of our travel procurement and
supply services is extendable to markets for other indirect goods and services.
For example, we may provide Web sites through which companies, such as
telecommunications and information technology companies, can supply their goods
and services. Furthermore, we believe that the relationships we have developed
with our business customers will enable us to extend our services into markets
for other indirect goods and services and provide us with significant cross-
selling opportunities.
Services
We provide Internet-based travel procurement and supply services for
businesses, travel suppliers and other customers. Our services are fully
managed by us, can be readily deployed from a limited number of users to a
large number of users, can be easily adjusted to meet the specific needs of a
customer and allow our customers the freedom to select their preferred computer
reservation system and travel agency.
ITN Global Manager. ITN Global Manager is a full service Internet-based
travel reservation and airline ticket purchasing service for businesses. This
service combines sophisticated cost, supplier, and travel policy management
features with an easy to follow, user-friendly interface. Our service is
adjustable to add our customers' corporate travel policies, which typically
include travel class options, travel supplier preferences, hotel room rates and
car rental prices.
ITN Global Manager provides corporate travel managers with the capability to
easily:
. change computer reservation systems;
. change, update and enforce multi-level corporate travel policies;
. view current status of volume-based negotiated contracts;
. specify preferred and non-preferred vendors;
. enforce use of preferred vendors and negotiated rates;
. generate travel reports in a variety of formats;
. analyze current and historical travel activity for online and travel
agency-generated reservations;
. monitor traveler use and purchasing behavior; and
. determine ticketing methods based on time and cost saving criteria.
ITN Global Manager provides travelers with the capability to easily:
. book a complete travel itinerary, including airlines, hotels and car
rentals;
. save profiles and preferences;
. adjust itineraries as travel plans change;
. view real-time airline seat maps and reserve a specific seat;
. receive customized maps and driving directions based on their travel
itineraries;
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. review previous travel itineraries;
. compare and choose ticket prices;
. make reservations for multiple travelers; and
. comply with corporate travel policies.
ITN FlightRez. ITN FlightRez is an Internet-based airline ticket purchasing
and travel reservation service designed for travel suppliers. This service
allows travel suppliers to serve travelers directly from the travel suppliers'
Web sites. ITN FlightRez allows a travel supplier to selectively present fares,
integrate programs designed to promote customer loyalty, and provide traveler
support, 24 hours a day, seven days a week. In addition, ITN FlightRez allows
the flexibility to design a Web site in accordance with the design
specifications of the travel supplier.
ITN FlightRez enables the travel supplier to offer:
. a customer-specific user interface;
. reservation capabilities for multiple airlines, hotels and car rental
agencies;
. a low-fare search engine which allows travelers to compare prices;
. discounted fares and sales promotions;
. targeted direct marketing campaigns through e-mail;
. electronic-ticketing capabilities;
. real-time seat maps for selection and reservation of specific seats;
. maps and driving directions based on travelers' itineraries; and
. access to previous travel itineraries.
Services for Other Customers. We provide an Internet-based airline ticket
purchasing and travel reservation service that offers the same capabilities as
our ITN FlightRez service to Internet-based content and electronic commerce
providers and travel agencies.
Professional Services. Our professional services organization provides the
following services:
. design, customization, implementation and maintenance of our travel
procurement and supply services;
. training and education programs designed to promote enterprise-wide
adoption of our services; and
. technical support, implementation of product upgrades, and integration of
added functionality to meet our customers' evolving needs.
Traveler Support. We provide ticket printing and delivery and telephone
support to travelers. Our objective is to assist travelers in resolving any
technical, functional or travel-related questions. This support is provided
from a traveler support center located in Palo Alto, California. We have also
recently purchased a call center located in Fort Lauderdale, Florida, which
will enable us to expand our customer support services across a wider range of
time zones. We expect that this support center will be operational in late
1999.
Customers
We primarily target businesses with significant travel expenditures, travel
suppliers and Internet-based content and electronic commerce providers and
travel agencies.
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Businesses. As of October 15, 1999, we had 61 business customers. The table
below represents our largest business customers as measured by fees paid to us
over the twelve months preceding October 1999:
<TABLE>
<S> <C>
Boeing Nike
Chevron PeopleSoft
Chiron PricewaterhouseCoopers
Credit Suisse First Boston State Farm Insurance
Hewlett-Packard Tektronix
Institute of Electrical and Electronics Engineers Texas Instruments
Kirkland and Ellis Toyota
Kodak VeriFone
Lawrence Berkeley National Laboratory Xerox
Nabisco
NationsBank
</TABLE>
Travel suppliers and Internet-based customers. Our top five travel supplier
customers, as measured by fees paid to us over the twelve months preceding
October 1999, are All Nippon Airways, Lauda Airlines, National Airlines, United
Air Lines and Virgin Atlantic Airways. We are developing a Web site for
Northwest Airlines through which Northwest Airlines intends to offer low fare
tickets. In addition, we are seeking to extend our relationship with Northwest
Airlines by implementing our services for Northwest Airlines' primary Web site,
www.nwa.com. We are also developing America West Airlines' Web site with our
services. Our top four Internet-based content and electronic commerce providers
and travel agencies, as measured by fees paid to us over the twelve months
preceding October 1999, are TRAVEL.com, Computravel, Travelzoo and TRIP.com.
We might not enter into a definitive agreement with Northwest Airlines
regarding its primary Web site, and America West Airlines might not adopt our
services for its Web site. See "Risk Factors--We rely on suppliers of travel
services and products."
Agreement with American Express
On September 14, 1999, we entered into an agreement with American Express
under which American Express has agreed to promote and market our Internet-
based travel procurement services to their customers and potential customers.
These promotional and marketing efforts will include the placement of our name
on American Express' travel-related Web sites and in American Express'
promotional and marketing materials. Once we have completed development
according to American Express' specifications, American Express will market
these services to large, middle market and small business customers as well as
consumers as described below:
. Large businesses with the highest volumes of corporate air travel
expenditures: American Express will promote and vigorously market, except
in the United Kingdom and Germany, our services to at least 30% of a
specified list of the world's largest companies during the first year,
increasing to 37.5% of these companies in the second year and 45% of
these companies in the third year.
. Middle market businesses: American Express will promote and vigorously
market our services for a period of three years.
. Small businesses: American Express will exclusively use our services on
its Web sites targeting small businesses for a period of three years.
. Consumers: Starting January 27, 2000, American Express will exclusively
use our services on its Web sites targeting consumers for a two-year
period. In addition, commencing January 27, 2000, we will transfer the
rights to the domain names, www.itn.net and www.itn.com, our consumer-
oriented Web site, and the associated customer information, to American
Express.
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Under the agreement, we will be entitled to receive fixed quarterly payments.
A portion of the fixed payments will be subject to reimbursement if a specified
number of visitors to www.itn.net and www.itn.com do not register on American
Express' site. In addition, we will be entitled to receive transaction fees
with guaranteed annual minimums. Our annual minimums are subject to reduction
based upon failure to meet certain development timetables. However, we might
not realize any benefit from our recent agreement with American Express, and
our relationship with American Express may not be successful.
Sales and Marketing
We market and sell our services to our customers primarily through a direct
sales force with offices in the United States and the United Kingdom. Our
target customers include businesses with significant travel expenditures,
travel suppliers and other customers. For potential business customers, our
sales efforts generally target the chief financial officer, the chief
information officer and the corporate travel manager. Within travel suppliers,
we generally target the officer responsible for distribution and the chief
information officer. The centralization of travel procurement decisions allows
us to penetrate most businesses on an enterprise-wide basis, which enables us
to grow our revenues with a smaller sales force than would otherwise be
possible. In addition, we believe that the relationships that we develop with
senior executives through the sales process will facilitate our ability to
extend our services into markets for other indirect goods and services.
Our sales and marketing activities are aimed at educating customers and
potential customers about the advantages of our services. Our marketing program
includes our Web site, seminars, direct mailings, trade shows, advertising and
public relations events. Our marketing organization assesses industry trends
and analyzes customer and industry feedback in order to help provide product
direction to our development organizations. We collect data directly from
customer visits and our sales force, as well as through customer advisory
meetings, forums and participation in industry trade organizations. In
addition, we work with some of our customers to promote our services to others.
For example, United Air Lines has promoted ITN FlightRez to its Star Alliance
partners and American Express has agreed to sell and promote versions of our
services.
Technology
Our travel procurement and supply services incorporate proprietary technology
and technology licensed from third parties. Our services are designed to be
highly adjustable and scaleable--in other words, readily deployable to a
limited number of users or to a high volume of users. All of our services use
our proprietary GT Exchange technology. GT Exchange combines a proprietary
database of information relating to travel services, individual traveler
preferences, and company-specific travel information, with connectivity to
computer reservation services, travel suppliers and the Web sites that
customers use to access our services. GT Exchange provides business customers
using our ITN Global Manager service with the ability to make reservations,
purchase airline tickets, and access and analyze their travel related
information. GT Exchange also provides our travel supplier customers using our
ITN FlightRez service with the ability to offer Internet-based travel
reservations and ticket purchasing and the ability to access and analyze
consumer travel information.
Highly adjustable architecture. As of July 31, 1999, we hosted more than 200
travel booking Web sites running similar executable application codes
configured for a customer's set of business rules and the appearance and
navigation of the customer's Web site. This system can be rapidly deployed and
adjusted for each customer. The architecture relies on a three-layer system
design, which enables the customization of each Web site. The presentation
layer is served by Netscape Enterprise Server software with the dynamic
rendering of Web pages done by a combination of a proprietary command
language/interpreter, HTML and Javascript. Most of the business logic rules in
the application layer can be readily adjusted by either our personnel or by our
customers. All adjustment is done with special security access through a Web
browser. The data layer is managed in either a commercial relational or a
proprietary database, depending on the nature of the database records.
Scalable platforms. In order to design a highly scalable and reliable
environment, we use only commercially-supported versions of the Unix operating
system. All application and Web servers run on Sun
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Microsystem's Solaris and Hewlett Packard's HP-UX operating systems. We
continually evaluate our capacity needs to better meet customer demand for
scalability.
Data center operations. In addition to our data center in Palo Alto,
California, we have data centers at Exodus Communications' facilities in Santa
Clara, California and Sterling, Virginia. Communication between the two Exodus
centers takes place across a portion of a fiber optic line. This network design
enables automatic switching of data paths in the event of an outage on one of
the network switches. Routers enable our customers to access these data centers
through either the Internet, a dedicated T1 line or other leased-line circuits.
We balance traffic across the various Web servers and across these data
centers.
Development methodology. Our services are developed using commercially
available compilers, debuggers and profiling tools. All of our releases are
preceded by a rigorous testing process. In addition, we schedule and release
upgrades to our services on a regular basis.
We currently license third-party technology and will continue to evaluate
third-party technology for integration into our services. For example, we
license data analysis and reporting software from Cognos, Inc. for our
services.
Competition
The market for Internet-based travel procurement and supply services is new,
intensely competitive and rapidly evolving and we expect competition to
intensify in the future. Increased competition is likely to result in price
reductions, reduced gross profits and loss of market share, any of which could
harm our revenues and results of operations. We currently, or potentially may,
compete with a variety of companies. Our primary competition currently comes
from or is anticipated to come from companies in the following categories:
. providers of online travel products and services to businesses, such as
Sabre BTS, Oracle Corporation's eTravel, XTRA On Line, American Express
AXI and Microsoft;
. other online providers of indirect goods and services such as Ariba and
Commerce One; and
. traditional travel service providers, including travel agencies.
In addition, we compete with consumer Web sites, such as Microsoft's Expedia,
Sabre's Travelocity, which recently announced the acquisition of Preview
Travel.
We believe the principal factors on which we compete include:
. cost effectiveness of our services;
. flexibility to operate with multiple travel agencies and computer
reservation systems;
. ease of implementation and customization;
. data analysis and reporting capabilities;
. traveler and technical support;
. convenience and ease of use;
. selection of services;
. reliability and speed of fulfillment; and
. price.
Some of our competitors and potential competitors have longer operating
histories and significantly greater financial resources and name recognition
than we do and may enter into strategic or commercial relationships with
larger, more established and well-financed companies. In addition, many of
these companies may have
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more technical and marketing personnel, and more established customer support
and professional services organizations than we do. Furthermore, as new
participants enter the online travel procurement and supply market, we will
face increased competition. Potential competitors, such as online providers of
indirect goods and services, may incorporate online travel-related services
into their existing product offerings. It is also possible that new competitors
or alliances among our competitors may emerge and rapidly acquire significant
market share. Our competitors may be able to respond more quickly to new or
emerging technologies and changes in customer requirements than we can, which
could cause our services to become obsolete.
Intellectual Property and Other Proprietary Rights
We depend on our ability to develop and maintain the proprietary aspects of
our technology. To protect our proprietary technology, we rely primarily on a
combination of contractual provisions, confidentiality procedures, trade
secrets and patent, copyright and trademark laws.
We seek to protect our trade secrets through a number of means, including but
not limited to, requiring those persons with access to our proprietary
information, including all of our employees and consultants, to execute
confidentiality agreements with us and restricting access to our source code,
trade secrets and other intellectual property. We seek to protect our services,
documentation and other written materials under trade secret and copyright
laws, which afford only limited protection. We cannot assure you that any of
our proprietary rights will be viable or of value in the future since the
validity, enforceability and type of protection of proprietary rights in
Internet-related industries are uncertain and constantly evolving.
We presently have one U.S. patent application pending. It is possible that
any pending or future patents, if issued, may be successfully challenged, or
that no patents will be issued from our pending patent application. It is also
possible that we may not develop proprietary services or technologies that are
patentable, that any patent issued to us may not provide us with any
competitive advantages, or that the patents of others will seriously harm our
ability to do business.
ITN is registered as a trademark in the United States. We have filed
trademark applications in the United States for GetThere.com, ITN FlightRez and
ITN Global Manager. We have filed trademark applications in the European Union
for GetThere, ITN FlightRez and ITN Global Manager. In addition, we have filed
a trademark application in Tunisia for GetThere. The above mentioned trademark
applications are subject to review by the applicable governmental authority,
may be opposed by private parties and may not be issued. In addition, any
claims or customer confusion related to our trademark, or our failure to obtain
trademark registration, would harm our business and operating results. We are
aware of a pending trademark application in the European Union filed by a
company for the mark GETTHERE!. We have discussed the rights related to this
mark with this company and have not resolved this matter. If it is determined
that the mark is validly held by this company, we may be unable to use the mark
in the European Union, which could significantly harm our ability to expand our
brand awareness in the European Union.
We rely on technology that we license from third parties, including software
that is integrated with internally developed software and systems. If we are
unable to continue to license any of this software on commercially reasonable
terms, we will face delays in releases of our software until equivalent
technology can be identified, licensed or developed, and integrated into our
current services. These delays, if they occur, could seriously harm our
business.
Despite our efforts to protect our proprietary rights, unauthorized parties
may copy aspects of our services or obtain and use information that we regard
as proprietary. In addition, the laws of some foreign countries do not protect
our proprietary rights to as great an extent as do the laws of the United
States. Our means of protecting our proprietary rights may not be adequate and
our competitors may independently develop similar technology, duplicate our
services or design around patents issued to us or our other intellectual
property.
There has been a substantial amount of litigation in the Internet industry
regarding intellectual property rights. It is possible that in the future third
parties may claim that we or our current or potential future services
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infringe their intellectual property. We expect that providers of electronic
commerce services will increasingly be subject to infringement claims as the
number of products and competitors in our industry segment grows and the
functionality of products in different industry segments overlaps. Any claims,
with or without merit, could be time-consuming, result in costly litigation,
cause delays in releases of our services or require us to enter into royalty or
licensing agreements. Royalty or licensing agreements, if required, may not be
available on terms acceptable to us or at all, which could seriously harm our
business.
Government Regulation
Certain segments of the travel industry are heavily regulated by the United
States and international governments, and accordingly our services are affected
by such regulations. For example, we are subject to United States Department of
Transportation regulations prohibiting unfair and deceptive practices. In
addition, Department of Transportation regulations concerning the display and
presentation of information that are currently applicable to the computer
reservation systems could be extended to us in the future, as well as other
laws and regulations aimed at protecting consumers accessing online travel
services. In California, under the Seller of Travel Act, we are required to
register as a seller of travel, comply with certain disclosure requirements and
participate in California's restitution fund.
We are also subject to regulations applicable to businesses generally and
laws or regulations directly applicable to online commerce. Although there are
currently few laws and regulations directly applicable to the Internet and
commercial online services, it is possible that a number of laws and
regulations may be adopted covering issues such as user privacy, pricing,
content, copyrights, distribution, antitrust and characteristics and quality of
products and services. For example, some consumer organizations have raised
concerns claiming that favorable pricing terms provided by travel suppliers
solely to online users is unfair and discriminatory against those without
Internet access. Furthermore, the growth and development of the market for
electronic commerce may lead to more stringent consumer protection laws that
may impose additional burdens on companies conducting business online. The
adoption of any additional laws or regulations may decrease the growth of the
Internet or commercial online services, which could decrease the demand for our
services and increase our cost of doing business.
Moreover, the applicability to the Internet and commercial online services of
existing laws in various jurisdictions governing issues such as property
ownership, sales and other taxes, libel and personal privacy is uncertain and
may take years to resolve. For example, tax authorities in a number of states
are currently reviewing the appropriate tax treatment of companies engaged in
electronic commerce, and new state tax regulations may subject us to additional
state sales and income taxes. Any such new legislation or regulation, the
application of laws and regulations from jurisdictions whose laws do not
currently apply to our business or the application of existing laws and
regulations to the Internet and commercial online services could significantly
harm our business and operating results.
Employees
At October 15, 1999, we had a total of 271 employees. None of our employees
is subject to a collective bargaining agreement and we believe that our
relations with our employees are good.
Our future operating results depend in significant part on the continued
service of our key technical, sales and senior management personnel, none of
whom are bound to serve us for any specified term. Our future success also
depends on our ability to attract and retain highly qualified technical, sales
and senior management personnel. Competition for these personnel is intense,
and we may not be able to retain our key technical, sales and senior management
personnel or attract these personnel in the future. We have experienced
difficulty in recruiting qualified technical, sales and senior management
personnel, and we expect to experience these difficulties in the future. If we
are unable to hire and retain qualified personnel in the future, our business
and operating results could be significantly harmed.
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Facilities
Our principal executive offices are located in Menlo Park, California, where
we lease approximately 66,000 square feet under a lease that expires in May
2004. We also lease approximately 6,000 square feet of office space in Palo
Alto, California, under leases with varying expiration dates through March
2001. We have recently acquired a call center located in Fort Lauderdale,
Florida, where we lease approximately 10,000 square feet under leases with
varying expiration dates through May 2001. We also have a sales office in the
United Kingdom, where we lease approximately 300 square feet under a lease that
expires in September 1999. We have entered into a lease for approximately 5,000
square feet for an engineering development center in Dallas, Texas.
Legal Proceedings
We are not aware of any pending legal proceedings against us that,
individually or in the aggregate, would significantly harm our business and
operating results. In the future, we may be party to litigation arising in the
course of our business, including claims that we allegedly infringe third-party
intellectual property rights. These claims, even if not meritorious, could be
time consuming, result in costly litigation or arbitration and divert the
attention of management.
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MANAGEMENT
Executive Officers and Directors
Our executive officers and directors and their ages as of October 15, 1999
are as follows:
<TABLE>
<CAPTION>
Name Age Position
<C> <C> <S>
Gadi Maier.......................... 42 President, Chief Executive Officer
and Director
Kenneth R. Pelowski................. 40 Chief Operating Officer, Chief
Financial Officer and Director
Eric Sirkin......................... 47 Vice President of Engineering
Daniel Whaley....................... 30 Chief Technical Officer and
Director
Richard D.C. Whilden................ 66 Chairman of the Board and Director
Jeffrey D. Brody.................... 39 Director
William R. Hambrecht................ 64 Director
John Ueberroth...................... 56 Director
Dale J. Vogel....................... 55 Director
</TABLE>
Gadi Maier has served as president, chief executive officer and as a director
since January 1999. From August 1997 to December 1998, he served as chief
executive officer of Memco Software, which provides security technology as well
as UNIX and NT security software. Prior to Memco, Mr. Maier served as vice-
president and general manager for Cisco Systems' Internet Business Unit from
June 1996 to August 1997. From September 1988 to June 1996, Mr. Maier worked at
Oracle Corporation, where he held various senior management positions,
including founder of Oracle/Japan, general manager for new technologies, and
head of worldwide sales and operations for the Network Computer Division. Mr.
Maier received his B.S. in natural resource economics as well as his M.B.A. in
marketing and finance from the University of California, Berkeley.
Kenneth R. Pelowski has served as chief operating officer and chief financial
officer since April 1999 and as a director since October 1999. From September
1997 to March 1999, he served as executive vice president and chief financial
officer of Preview Travel, a company that provides online travel services for
small business and leisure travelers. From July 1996 to August 1997, Mr.
Pelowski served as vice president of corporate development for General
Instruments. From March 1995 to July 1996, he worked at Quantum Corporation,
where he served as vice president for corporate planning and development. Prior
to this, Mr. Pelowski spent seven years at Sun Microsystems, where he served as
senior director for corporate development. Mr. Pelowski holds a B.S.E. in
electrical engineering from the University of Michigan, an M.S.E. in computer
engineering from Wayne State University, and an M.B.A. from the University of
Michigan.
Eric Sirkin has served as vice president of engineering since December 1998.
From August 1998 to December 1998, he acted as vice-president of engineering at
Filanet Corporation, which creates networking products for computer systems.
From December 1997 to April 1998, Dr. Sirkin served as vice president of
product development at Signafy Corporation, a software application company.
From January 1991 to March 1997, Dr. Sirkin served as director of interactive
media systems at Apple Computer, Inc. Earlier in his eighteen-year career in
the computer industry, Dr. Sirkin held various positions at Xerox Palo Alto
Research Corporation and Zoran Corporation. Dr. Sirkin received his B.S.C. in
chemistry from the University of Wisconsin at Madison and his Ph.D in chemistry
from the University of California, Berkeley.
Daniel Whaley is one of the founders of GetThere.com and has served as a
director since August 1995. He is currently serving as our chief technical
officer. Previously, he has held the positions of president and vice president
of engineering. Prior to founding GetThere.com, Mr. Whaley served as vice
president of Sunnyside Computing from March 1994 to April 1995. He holds a B.A.
in English from the University of Illinois.
Richard D.C. Whilden has served as chairman of the board of directors and as
a director of GetThere.com since May 1996. He served as our chief executive
officer from March 1998 until January 1999. Mr. Whilden
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currently serves as a principal of the Contrarian Group, an investment
management company. He is a director of Ambassadors International, Inc., an
educational travel, travel services and performance improvement company, and
also served as the managing director for the recently completed Council on
California Competitiveness. Mr. Whilden was formerly chairman and chief
executive officer of Independent Bancorp of Arizona, which was sold to Norwest
Bank in 1995. Prior to that he was an executive vice president for TRW where he
was responsible for all of TRW's consumer credit reporting and related
information services businesses. Earlier at TRW he had extensive management
responsibilities in their aerospace division. Mr. Whilden successfully
developed a major spacecraft program at NASA, for which he was awarded the
Public Service Medal. Mr. Whilden received his B.S. in business from the
University of the Redlands.
Jeffrey D. Brody has served as a director since April 1996. Mr. Brody is
currently a General Partner at Brentwood Venture Capital, which he joined in
April 1994, and a Managing Director of Redpoint Ventures, a firm he co-founded
in October 1999. From December 1988 to April 1994, Mr. Brody was senior vice
president of Comdisco Ventures, a venture leasing company. Mr. Brody is a
member of the board of directors of Concur Technologies and NextCard, Inc., and
serves on the compensation committee for both companies. Mr. Brody also serves
on the board of directors of several private companies. He received his B.S. in
engineering from the University of California, Berkeley, and his M.B.A. from
the Stanford University Graduate School of Business.
William R. Hambrecht has served as a director since May 1998. He is currently
the chairman and chief executive officer of WR Hambrecht + Co, a full service
Internet investment bank, which he founded in 1998. Prior to this, Mr.
Hambrecht was with Hambrecht & Quist, an investment banking firm specializing
in high growth technology companies, which he co-founded in 1968. He sits on
the board of KQED, Inc., San Francisco's public radio and television station,
and Beacon Education Management, which manages charter schools. Mr. Hambrecht
holds a B.A. from Princeton University.
John Ueberroth has served as a director since April 1996. Mr. Ueberroth has
served as president, chief executive officer, and a director of Ambassadors
International, Inc., an educational travel, travel services and performance
improvement company, since 1995, and as president of Ambassadors Performance
Group, Inc. since April 1999. Since 1989, Mr. Ueberroth has been a principal of
The Contrarian Group, an investment management company. From 1990 to 1993, he
served as chairman and chief executive officer of Hawaiian Airlines. From 1980
to 1989, Mr. Ueberroth served as president of Carlson Travel Group. He
currently serves as co-chairman and is a director of SatoTravel. Mr. Ueberroth
received his B.S. in business administration from the University of California,
Berkeley, and his M.B.A. from the University of Southern California. Mr.
Ueberroth also served as a Lieutenant in the United States Navy.
Dale J. Vogel has served as a director since April 1997. Mr. Vogel is
currently a partner with U.S. Venture Partners, and has been with the firm
since April 1990. From July 1984 until April 1990, Mr. Vogel was a partner with
Norwest Venture Capital. He served as president of K2 Corporation from 1980
until 1984. Mr. Vogel serves on the boards of Concur Technologies and Gymboree
Corporation, and currently serves on several private company boards. Mr. Vogel
received his B.S. in industrial engineering from San Jose State University, and
his M.B.A. from Harvard Business School.
Classified Board of Directors
Our certificate of incorporation provides that all directors, other than
those elected by our series D1, series D2 or series D3 convertible preferred
stock, will be part of a classified board of directors consisting of three
classes of directors, each serving staggered three-year terms. As a result,
only a portion of our directors will be elected each year. Under this
classified structure, three of the directors (Messrs. Hambrecht, Pelowski and
Whaley) have been elected to one-year terms. Two of the directors (Messrs.
Brody and Ueberroth) have been elected to two-year terms and three of the
directors (Messrs. Maier, Vogel and Whilden) have been elected to three-year
terms. Upon the completion of these terms, directors, other than those elected
by the series D1, series D2 and Series D3 convertible preferred stock, will be
elected for three-year terms. See "Description of Capital Stock--Antitakeover
Effects of Provisions of the Certificate of Incorporation, Bylaws, Delaware Law
and Standstill Agreement."
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<PAGE>
Rights to Elect Directors
Under our certificate of incorporation, each of the series D1, series D2 and
series D3 convertible preferred stock is entitled to elect one director to our
board of directors. Each of these series has only one share authorized.
American Express owns the series D3 convertible preferred share, and, as
discussed below, United Air Lines, through its wholly owned subsidiary Covia
LLC, has an option to purchase the series D1 and series D2 convertible
preferred shares. American Express, as the holder of the one outstanding share
of series D3 convertible preferred stock, has the right to elect a person to
our board of directors.
Under the terms of our shareholders agreement, so long as Covia (and/or
United Air Lines or an entity controlling or controlled by United Air Lines)
holds at least 3,651,430 shares of our common stock (assuming exercise of any
warrants to purchase our common stock currently held by Covia) and Covia does
not hold our series D1 convertible preferred stock or series D2 convertible
preferred stock, we will use our best efforts to nominate for election to our
board of directors one person that is an independent industry representative or
a representative of one of our strategic partners that is satisfactory to
United Air Lines. In addition, under the terms of our shareholders agreement we
will also invite, subject to our fiduciary obligations, a representative of
United Air Lines to attend our board of directors meetings in a nonvoting
observer capacity. These rights terminate upon the earlier of the following:
. Covia purchases our series D1 or D2 convertible preferred stock;
. Covia (and/or United Air Lines or an entity controlling or controlled by
United Air Lines) holds less than 3,651,430 shares of our common stock
(assuming exercise of any warrants to purchase our common stock
currently held by Covia);
. May 10, 2001;
. a breach of the standstill agreement by a party to the agreement other
than Covia or United Air Lines, unless the breach is unintentional and
cured within a specified time; or
. a third party's:
. commencement of or publicly announced intention to acquire 15% or
more of our outstanding stock (or 10% or more of our outstanding
stock in the case of certain specified companies);
. acquisition or beneficial ownership of 15% or more of our outstanding
stock (or 10% or more of our outstanding stock in the case of certain
specified companies), provided that the third party has also filed a
Schedule 13D reserving the right to hold the securities with the
purpose of changing or influencing control over us;
. acquisition of all or substantially all of our assets;
. filing a notification under the Hart-Scott-Rodino Act reflecting an
intent to acquire all or substantially all of our assets;
. agreement to acquire us or public announcement of its intention to
acquire us;
. solicitation of proxies in opposition to any proxy solicitation being
conducted by us;
. public announcement of its intention to do any of the foregoing
actions; or
. entering into substantive discussions with our board of directors or
any of our executive officers with knowledge of any four members of
our board of directors regarding any of the foregoing actions.
In addition, we have granted an option to Covia to purchase one share of our
series D1 convertible preferred stock and one share of our series D2
convertible preferred stock at an exercise price of $10.00 per share. Covia
must hold at least 2,434,287 shares of our capital stock in order to exercise
its right to purchase the share of series D1 convertible preferred stock. Covia
must hold at least 3,651,430 shares of our capital stock in order to exercise
its right to purchase the share of series D2 convertible preferred stock. If
Covia purchases the share of series D1 convertible preferred stock, Covia will
have the right to elect a person to our board of directors so long as Covia
holds the share of Series D1 convertible preferred stock. If Covia purchases
the share of series D2 convertible preferred stock, Covia will have the right
to elect another person to our board
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<PAGE>
of directors so long as Covia holds the share of series D2 convertible
preferred stock. Furthermore, if Covia purchases either the share of series D1
convertible preferred stock or the share of series D2 convertible preferred
stock, our obligation to nominate a board member satisfactory to United Air
Lines and the right to have a representative of United Air Lines to attend our
board of directors meetings will terminate.
The option to purchase our series D1 convertible or series D2 convertible
preferred stock will terminate on the earlier of:
. May 10, 2001;
. a breach of the standstill agreement by a party to the agreement other
than Covia or United Air Lines, unless the breach is unintentional and
cured within a specified time;
. a third party's:
. commencement of or publicly announced intention to acquire 15% or more
of our outstanding stock (or 10% or more of our outstanding stock in
the case of certain specified companies);
. acquisition or beneficial ownership of 15% or more of our outstanding
stock (or 10% or more of our outstanding stock in the case of certain
specified companies), provided that the third party has also filed a
Schedule 13D reserving the right to hold the securities with the
purpose of changing or influencing control over us;
. acquisition of all or substantially all our assets;
. filing a notification under the Hart-Scott-Rodino Act reflecting an
intent to acquire all or substantially all of our assets;
. agreement to acquire us or public announcement of its intention to
acquire us;
. solicitation of proxies in opposition to any proxy solicitation being
conducted by us;
. public announcement of its intention to do any of the foregoing
actions; or
. entering into substantive discussions with our board of directors or
any of our executive officers with knowledge of any four members of
our board of directors regarding any of the foregoing actions;
. Covia's breach of its standstill agreement with us;
. Covia's transfer or attempt to transfer the option to an entity that does
not control or is not controlled by United Air Lines; or
. Covia holding less than 2,434,287 shares of our common stock (assuming
exercise of warrants currently held by Covia).
In addition, we have the right to repurchase the series D1 and D2 convertible
preferred stock at Covia's original purchase price upon the occurrence of any
of the events specified above.
We also have the right to repurchase the share of series D1 convertible
preferred stock if Covia holds less than 2,434,287 shares of our common stock
and the right to repurchase the share of Series D2 convertible preferred stock
if Covia holds less than 3,651,430 shares of our common stock (in each case
assuming the exercise of warrants currently held by Covia).
On the date when either an arbitrator or court determines that the director
elected by the holder of series D3 convertible preferred stock unreasonably
refused to recuse himself or herself from any meeting of our board of directors
or a committee of the board following a request for recusal made by a majority
of the remainder of the board, the holder of series D3 convertible preferred
stock will take all necessary action to convert the share of series D3
preferred stock into a share of our common stock.
Upon the conversion of our series D1, series D2 or series D3 convertible
preferred stock, any directors who are then serving on the board of directors
at the election of the series D1, series D2 or Series D3 convertible preferred
stock will remain on the board of directors, but as directors within one of the
classes within the classified portion of our board of directors.
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<PAGE>
For a description of the rights of our series D1 convertible preferred stock,
series D2 convertible preferred stock and series D3 convertible preferred
stock, including conversion rights, see "Description of Capital Stock."
Board Committees
The board of directors has established a compensation committee and an audit
committee.
Audit Committee. The audit committee of the board of directors has
responsibility for reviewing and monitoring our corporate financial reporting
and external audits, including our internal control functions, the results and
scope of the annual audit and other services provided by our independent
auditors and our compliance with legal matters that have a significant impact
on our financial reports. The audit committee also consults with management and
our independent auditors before the presentation of financial statements to
stockholders and, as appropriate, initiates inquiries into aspects of our
financial affairs. In addition, the audit committee has the responsibility to
consider and recommend the appointment of, and to review fee arrangements with,
our independent auditors. The current members of the audit committee are
Messrs. Whilden and Vogel.
Compensation Committee. The compensation committee of the board of directors
reviews and makes recommendations to the board regarding all forms of
compensation provided to our executive officers and directors, including stock
compensation and loans. In addition, the compensation committee reviews and
makes recommendations on bonus and stock compensation arrangements for all of
our employees. As part of these responsibilities the compensation committee
also administers or will administer our 1996 stock plan, 1999 equity incentive
plan and 1999 employee stock purchase plan. The current members of the
compensation committee are Messrs. Brody, Ueberroth and Vogel.
Director Compensation
Although we reimburse members of the board of directors for their out-of-
pocket expenses associated with their participation as members of the board of
directors, directors receive no cash compensation for their service as
directors or for their service on any committee of the board of directors. We
may, in the future, adopt a cash compensation plan for non-employee members of
our board of directors. Non-employee directors are eligible to receive
automatic grants of options to purchase shares of our common stock. For more
information see "Stock Plans--1999 Directors' Stock Option Plan."
Compensation Committee Interlocks and Insider Participation
None of our executive officers serve on the board of directors or
compensation committee of any entity which has one or more executive officers
serving as a member of our board or compensation committee, nor has any such
interlocking relationship existed in the past.
Indemnification of Directors and Executive Officers and Limitation of Liability
As permitted by the Delaware General Corporation Law, our amended and
restated certificate of incorporation provides that no director will be
personally liable to us or our stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability:
. for any breach of the director's duty of loyalty to us or our
stockholders;
. for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law;
. for unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 174 of the Delaware General
Corporation Law; and
. for any transaction from which the director derived an improper personal
benefit.
Our amended and restated bylaws further provide that we must indemnify our
directors and executive officers and may indemnify our other officers and
employees and agents to the fullest extent permitted by
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Delaware law. We currently maintain liability insurance for our officers and
directors, and have received approval from our board to purchase additional
directors' and officers' liability coverage with respect to our initial public
offering.
We have entered into indemnification agreements with each of our directors
and officers. These agreements require us, among other things, to indemnify
such directors and officers for certain expenses (including attorneys' fees),
judgments, fines, penalties and settlement amounts incurred by any such person
in any threatened, pending or completed action, suit, proceeding or alternative
dispute resolution mechanism by reason of any event or occurrence arising out
of such person's services as a director or officer of GetThere.com or any other
entity for which such services are performed at the request of GetThere.com.
There is no pending litigation or proceeding involving any of our directors,
officers, employees or agents as to which indemnification is being sought. We
are not aware of any pending or threatened litigation or proceeding that might
result in a claim for such indemnification.
Executive Compensation
The following table sets forth information regarding the compensation for the
fiscal year ended January 31, 1999, of each individual who served as our chief
executive officer during that fiscal year and our other executive officers who
served as executive officers at the end of that fiscal year. These individuals
are collectively referred to as Named Executive Officers.
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term Compensation
Annual Compensation Awards
-------------------- -------------------------
Restricted Securities
Stock Underlying
Name and Principal Position Salary ($) Bonus ($) Award(s) ($) Options (#)
<S> <C> <C> <C> <C>
Gadi Maier(1).................... 20,769 -- -- 100,000
president and chief executive
officer
Richard D.C. Whilden(2).......... 237,827 -- 104,000(3) --
former president and chief
executive officer
Kenneth G. Swanton(4)............ 233,358 15,000 -- --
former president and chief
executive officer
Eric R. Sirkin(5)................ 22,212 -- -- 450,000
vice president of engineering
Daniel Whaley.................... 155,385 4,000 -- --
chief technical officer
</TABLE>
- ---------------------
(1) Mr. Maier became an employee on December 28, 1998, and became our president
and chief executive officer on January 11, 1999. His current annual salary
is $240,000.
(2) Mr. Whilden served as our president and chief executive officer on an
interim basis from March 11, 1998, to January 11, 1999. The amount shown as
Mr. Whilden's salary includes $35,250 paid to him for services rendered.
(3) This award covered 650,000 restricted shares of our common stock of which
162,500 shares were fully vested at the time of the award. During the
period from March 10, 1998 through March 9, 1999, the remaining unvested
shares vested at the rate of 13,542 for each month of continuous service
completed by Mr. Whilden in any capacity. During the period from March 10,
1999 through March 9, 2000, the shares vest at the rate of 27,083 for each
month of continuous service. All of the shares vest on March 10, 2000, if
Mr. Whilden's service is continuous until that date. As of January 31,
1999, Mr. Whilden held 650,000 shares of our restricted stock with an
aggregate value on that date of $650,000. The shares currently do not pay
dividends but have the same dividend rights as the other shares of our
common stock.
(4) Mr. Swanton served as our president and chief executive officer until March
11, 1998. He remained an employee until August 31, 1998.
(5) Dr. Sirkin became an employee on December 7, 1998. His current annual
salary is $165,000.
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<PAGE>
Option Grants in Last Fiscal Year
The table below sets forth each grant of stock options to each of the Named
Executive Officers during the fiscal year ended January 31, 1999.
The exercise price of each option was equal to the fair market value of our
common stock as valued by the board of directors on the date of grant. The
exercise price may be paid in cash, in shares of our common stock valued at
fair market value on the exercise date or through a cashless exercise procedure
involving a same-day sale of the purchased shares. Some of our officers may
also pay the exercise price with a promissory note. The fair market value of
our common stock was estimated by the board of directors on the basis of the
purchase price paid by investors for shares of our preferred stock (taking into
account the liquidation preferences and other rights, privileges and
preferences associated with the preferred stock) and an evaluation by the board
of our revenues, operating history and prospects.
The potential realizable value is calculated based on the ten-year term of
the option at the time of grant. Stock price appreciation of 5% and 10% is
assumed pursuant to rules promulgated by the Securities and Exchange Commission
and does not represent our prediction of our stock price performance. The
potential realizable values at 5% and 10% appreciation are calculated by
assuming that the estimated fair market value on the date of grant appreciates
at the indicated rate for the entire term of the option and that the option is
exercised at the exercise price and sold on the last day of its term at the
appreciated price. The initial public offering price is higher than the
estimated fair market value on the date of grant, and the potential realizable
value of the option grants would be significantly higher than the numbers shown
in the table if future stock prices were projected to the end of the option
term by applying the same annual rates of stock price appreciation to the
initial public offering price.
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates of
Stock Price
Appreciation for
Individual Grants Option Term
--------------------------------------------------- ---------------------
Percent of
Number of Total
Securities Options
Underlying Granted to
Options Employees in Exercise Expiration
Name Granted Fiscal Year(1) Price ($/Sh) Date 5% ($) 10% ($)
<S> <C> <C> <C> <C> <C> <C>
Gadi Maier.............. 100,000(2) 6.43% 1.00 12/27/2008 62,889 159,374
Richard D.C. Whilden.... -- -- -- -- -- --
Kenneth G. Swanton...... -- -- -- -- -- --
Eric R. Sirkin.......... 450,000(3) 28.95% 1.00 12/16/2008 283,003 717,184
Daniel Whaley........... -- -- -- -- -- --
</TABLE>
- ---------------------
(1) Based on a total of 1,554,250 option shares granted to our employees under
our 1996 stock incentive plan during fiscal 1999.
(2) This option is exercisable at any time. However, we may repurchase the
shares acquired by exercising the option at the original exercise price if
the optionee's service terminates before the shares vest. The shares vest
on the earliest of (a) the date when the optionee completes 12 months of
continuous service, (b) the date of the optionee's death, (c) termination
of the optionee's service due to disability or (d) the date when
GetThere.com is subject to a change in control.
(3) This option is exercisable at any time with respect to 100,000 shares,
became exercisable on January 1, 1999, with respect to 100,000 shares,
becomes exercisable on January 1, 2000, with respect to 100,000 shares,
becomes exercisable on January 1, 2001, with respect to 100,000 shares and
becomes exercisable on January 1, 2002, with respect to the remaining
50,000 shares. We may repurchase the shares acquired by exercising the
option at the original exercise price if the optionee's service terminates
before the shares vest. 56,250 of the shares vest when the optionee
completes six months of continuous service. 9,375 of the shares vest when
the optionee completes each month of continuous service thereafter, until
all shares are vested after four years of service. The shares vest in full
if GetThere.com is subject to a change in control.
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Fiscal Year End Option Values
The following table sets forth, for each Named Executive Officer, the number
and value of securities underlying options that were held by him as of January
31, 1999. No options were exercised by Named Executive Officers in the year
ended January 31, 1999.
Amounts shown under the column "Value of Unexercised In-the-Money Options at
Fiscal Year End" are based on the fair market value of our common stock at
January 31, 1999, as determined by our board of directors at that time, $1.00
per share, less the exercise price payable for such shares. The fair market
value of our common stock at January 31, 1999 was estimated by the board of
directors on the basis of the purchase price paid by investors for shares of
our preferred stock, taking into account the liquidation preferences and other
rights, privileges and preferences associated with the preferred stock, and an
evaluation by the board of our revenues, operating history and prospects. The
initial public offering price is higher than the estimated fair market value on
January 31, 1999, and the value of unexercised options would be higher than the
numbers shown in the table if the value were calculated by subtracting the
exercise price from the initial public offering price.
Mr. Maier's options are immediately exercisable for all of the option shares,
and Dr. Sirkin's options become exercisable over time as described above. We
may repurchase the shares acquired by exercising any of these options at the
original exercise price if the optionee's service terminates before the shares
vest as described above. The heading "Vested" refers to shares that are no
longer subject to repurchase, and the heading "Unvested" refers to shares that
remain subject to repurchase as of January 31, 1999.
<TABLE>
<CAPTION>
Number of Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Fiscal Options at Fiscal
Year End (#) Year End ($)
----------------------- --------------------
Name Vested Unvested Vested Unvested
<S> <C> <C> <C> <C>
Gadi Maier........................ -- 100,000 -- --
Richard D.C. Whilden.............. -- -- -- --
Kenneth G. Swanton................ -- -- -- --
Eric R. Sirkin.................... -- 450,000 -- --
Daniel Whaley..................... -- -- -- --
</TABLE>
Employment Agreements and Change of Control Arrangements
Gadi Maier. We entered into an employment agreement, dated January 11, 1999,
with Gadi Maier, our president and chief executive officer. Under the
agreement, Mr. Maier's annual salary may not be less than $240,000, and he is
entitled to an annual bonus of at least $60,000. The agreement further provides
that Mr. Maier will receive options to purchase 1,743,675 shares of our common
stock at an exercise price of $1.00 per share, which was the fair market value
at the time of grant (as determined by our board of directors). One-seventh of
the option shares vests when he completes 12 months of service, and the balance
vests in a series of equal installments when he completes each of his first 48
months of service. All or part of the option shares will vest on an accelerated
basis if Mr. Maier's service terminates because of his death or disability or
if GetThere.com is subject to a change in control. Mr. Maier has registration
rights with respect to his option shares. If Mr. Maier is actually or
constructively discharged without cause, he is entitled to a lump sum severance
benefit equal to his base salary and minimum bonus for a period of nine months
(if the discharge occurs before January 12, 2000) or a period of 12 months (if
the discharge occurs on or after January 12, 2000). During the same period,
group insurance coverage will continue and Mr. Maier will be subject to a non-
competition covenant. We will also reimburse Mr. Maier for a part of any excise
tax imposed on him under section 4999 of the Internal Revenue Code as the
result of a severance payment or option acceleration following a change in
control.
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Kenneth R. Pelowski. We entered into an employment agreement with our chief
operating officer and chief financial officer, Kenneth R. Pelowski, dated March
25, 1999. Under the agreement, he is entitled to an annual salary of $175,000
and a cash bonus of up to $50,000 per year. He was also entitled to an option
to purchase 500,000 shares of our common stock with an exercise price of $1.00
per share, which was the fair market value at the time of grant (as determined
by our board of directors). These shares are subject to our standard vesting
schedule, which provides that one-eighth of the shares vest after six months of
service and the balance vests in equal monthly installments over the next 42
months of continuous service. If Mr. Pelowski is actually or constructively
discharged within 18 months after GetThere.com is subject to a change in
control, then all shares vest. We will reimburse Mr. Pelowski for a part of any
excise tax imposed on him under section 4999 of the Internal Revenue Code as
the result of a severance payment or option acceleration following a change in
control. In connection with his employment with us, Mr. Pelowski assigned a
business concept to us. In return, we granted him 125,000 restricted shares of
our common stock. These shares vest in 24 equal monthly installments commencing
on March 29, 1999, subject to Mr. Pelowski's continuing service.
Eric R. Sirkin. On November 16, 1998, we entered into an agreement with Eric
R. Sirkin, our vice president of engineering. Under the agreement, Dr. Sirkin's
minimum salary is $165,000 per year. He was also entitled to receive an option
covering 450,000 shares of our common stock. The agreement further provides
that these shares will vest in full if GetThere.com is subject to a change in
control. If we terminate Dr. Sirkin's employment without cause, he is entitled
to four months' salary.
Richard D.C. Whilden. We entered into an agreement dated March 1, 1999, with
Richard D.C. Whilden, the chairman of our board of directors and our former
president and chief executive officer. Under the agreement, Mr. Whilden
remained a full-time employee until March 15, 1999. During the following 12
months, Mr. Whilden is obligated to make himself available to provide
consulting services. He is receiving a retainer of $5,000 per month for up to
two days of consulting per month. Additional services are compensated at the
rate of $2,000 per day. Either we or Mr. Whilden may terminate the consulting
services at any time, but the $5,000 monthly retainer will continue through
December 1999 if we terminate the consulting services before that date.
Moreover, if Mr. Whilden's service as a consultant or director terminates for
any reason other than voluntary resignation before March 15, 2000, then he will
receive service credit through that date for purposes of vesting in his
restricted shares of our common stock. Under the agreement, the 650,000
restricted shares granted to Mr. Whilden in 1998 are vesting at an accelerated
rate (27,083 shares per month during the period from March 1999 to March 2000)
and will be fully vested on March 10, 2000, if his service continues until
then. All of these shares vest if GetThere.com is subject to a change in
control.
Kenneth G. Swanton. We entered into an agreement dated March 11, 1998, with
Kenneth G. Swanton, our former president and chief executive officer, and
amended that agreement on June 30, 1998. Under that agreement, as amended, Mr.
Swanton resigned as our president and chief executive officer on March 11,
1998, but remained employed as the vice chairman of our board of directors
until August 31, 1998. As vice chairman, Mr. Swanton was paid an annual salary
of $225,000. Mr. Swanton received severance payments at the same rate until
January 31, 1999, and group insurance coverage also continued until that date.
For purposes of determining the vested portion of the restricted shares that we
had granted to Mr. Swanton, his service was deemed to continue until September
10, 1998.
Stock Plans
1999 Stock Incentive Plan
Share Reserve. Our board of directors adopted our 1999 stock incentive plan
on August 16, 1999, subject to stockholders approval. We have reserved five
million shares of our common stock for issuance under the 1999 stock incentive
plan. On February 1 of each year, starting with the year 2001, the number of
shares in the reserve will automatically increase by 4% of the total number of
shares of common stock that are outstanding at that time or, if less, by three
million shares. In general, if options or shares awarded under the 1999 stock
incentive plan are forfeited, then those options or shares will again become
available for awards under the 1999 stock incentive plan. We have not yet
granted any options under the 1999 stock incentive plan.
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Administration. The compensation committee of our board of directors
administers the 1999 stock incentive plan. The committee has the complete
discretion to make all decisions relating to the interpretation and operation
of our 1999 stock incentive plan. The committee has the discretion to determine
who will receive an award, what type of award it will be, how many shares will
be covered by the award, what the vesting requirements will be (if any), and
what the other features and conditions of each award will be. The compensation
committee may also reprice outstanding options and modify outstanding awards in
other ways.
Eligibility. The following groups of individuals are eligible to participate
in the 1999 stock incentive plan:
. employees;
. members of our board of directors who are not employees; and
. consultants.
Types of Award. The 1999 stock incentive plan provides for the following
types of award:
. incentive stock options to purchase shares of our common stock;
. nonstatutory stock options to purchase shares of our common stock; and
. restricted shares of our common stock.
Options. An optionee who exercises an incentive stock option may qualify for
favorable tax treatment under Section 422 of the Internal Revenue Code of 1986.
On the other hand, nonstatutory stock options do not qualify for such favorable
tax treatment. The exercise price for incentive stock options granted under the
1999 Stock Incentive Plan may not be less than 100% of the fair market value of
our common stock on the option grant date. In the case of nonstatutory stock
options, the minimum exercise price is 70% of the fair market value of our
common stock on the option grant date. Optionees may pay the exercise price by
using:
. cash;
. shares of common stock that the optionee already owns;
. a full-recourse promissory note, except that the par value of newly
issued shares must be paid in cash;
. an immediate sale of the option shares through a broker designated by us;
or
. a loan from a broker designated by us, secured by the option shares.
Options vest at the time or times determined by the compensation committee.
In most cases, our options vest over the four-year period following the date of
grant. Options generally expire 10 years after they are granted, except that
they generally expire earlier if the optionee's service terminates earlier. The
1999 stock incentive plan provides that no participant may receive options
covering more than five million shares in the same year.
Restricted Shares. Restricted shares may be awarded under the 1999 stock
incentive plan in return for:
. cash;
. a full-recourse promissory note, except that the par value of newly
issued shares must be paid in cash;
. services already provided to us; and
. in the case of treasury shares only, services to be provided to us in the
future.
Restricted shares vest at the time or times determined by the compensation
committee.
Change in Control. The compensation committee determines to what extent an
option or restricted stock award under the 1999 stock incentive plan will vest
on an accelerated basis if GetThere.com is subject to a change in control.
Vesting could accelerate in full, or it could apply only to a part of an award.
Accelerated vesting could occur immediately after the change in control, or it
could be contingent upon the involuntary or
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constructive discharge of the participant following the change in control. In
general, all awards will vest in full upon a change in control if the surviving
corporation fails to assume the award or to replace it with a comparable award.
A change in control includes:
. a merger of GetThere.com after which our stockholders own 50% or less of
the surviving corporation (or its parent company);
. a sale of all or substantially all of our assets;
. a proxy contest that results in the replacement of more than one-half of
our directors over a 24-month period; or
. an acquisition of 50% or more of our outstanding stock by any person or
group.
Amendments or Termination. Our board may amend or terminate the 1999 stock
incentive plan at any time. If our board of directors amends the plan, it does
not need to ask for stockholder approval of the amendment unless applicable law
requires it. The 1999 stock incentive plan will continue in effect
indefinitely, unless the board decides to terminate the plan earlier.
1999 Employee Stock Purchase Plan
Share Reserve and Administration. Our board of directors adopted our 1999
employee stock purchase plan on August 16, 1999, subject to stockholder
approval. Our 1999 employee stock purchase plan is intended to qualify under
Section 423 of the Internal Revenue Code. We have reserved 2,500,000 shares of
our common stock for issuance under the plan. On June 1 of each year, starting
with the year 2000, the number of shares in the reserve will automatically be
restored to 2,500,000. In other words, the reserve will be increased by the
number of shares that have been issued under the 1999 employee stock purchase
plan during the prior 12-month period. The plan will terminate automatically on
August 15, 2009, unless it is extended by the board of directors and the
extension is approved by a vote of the stockholders. The plan will be
administered by the compensation committee of our board of directors.
Eligibility. All of our employees are eligible to participate if they are
employed by us for more than 20 hours per week and for more than five months
per year. Eligible employees may begin participating in the 1999 employee stock
purchase plan at the start of any offering period. Each offering period lasts
24 months. Overlapping offering periods start on June 1 and December 1 of each
year. However, the first offering period will start on the effective date of
this offering and end on November 30, 2001.
Amount of Contributions. Our 1999 employee stock purchase plan permits each
eligible employee to purchase common stock through payroll deductions. Each
employee's payroll deductions may not exceed 15% of the employee's cash
compensation. Purchases of our common stock will occur on May 31 and November
30 of each year. Each participant may purchase up to 3,000 shares on any
purchase date (6,000 shares per year). But the value of the shares purchased in
any calendar year (measured as of the beginning of the applicable offering
period) may not exceed $25,000.
Purchase Price. The price of each share of common stock purchased under our
1999 employee stock purchase plan will be 85% of the lower of:
. the fair market value per share of common stock on the date immediately
before the first day of the applicable offering period; or
. the fair market value per share of common stock on the purchase date.
In the case of the first offering period, the price per share under the plan
will be 85% of the lower of:
. the price per share to the public in this offering; or
. the fair market value per share of common stock on the purchase date.
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<PAGE>
Other Provisions. Employees may end their participation in the 1999 employee
stock purchase plan at any time. Participation ends automatically upon
termination of employment with GetThere.com. If a change in control of
GetThere.com occurs, our 1999 employee stock purchase plan will end and shares
will be purchased with the payroll deductions accumulated to date by
participating employees, unless the plan is assumed by the surviving
corporation or its parent. Our board of directors may amend or terminate the
1999 employee stock purchase plan at any time. If our board increases the
number of shares of common stock reserved for issuance under the plan (except
for the automatic increases described above), it must seek the approval of our
stockholders.
1999 Directors' Stock Option Plan
Share Reserve. Our board of directors adopted our 1999 directors' stock
option plan on August 16, 1999, subject to stockholder approval. We have
reserved 750,000 shares of our common stock for issuance under the plan. On
February 1 of each year, starting with the year 2001, the number of shares in
the reserve will automatically be restored to 750,000. In other words, the
reserve will be increased by the number of shares that have been granted under
the 1999 directors' stock option plan during the prior 12-month period. In
general, if options granted under the 1999 directors' stock option plan are
forfeited, then those options will again become available for grants under the
plan. The directors' stock option plan will be administered by the compensation
committee of our board of directors, although all grants under the plan are
automatic and non-discretionary.
Initial Grants. Only the non-employee members of our board of directors will
be eligible for option grants under the 1999 directors' stock option plan. Each
non-employee director will receive an initial option to buy 50,000 shares on
the effective date of this offering. Each non-employee director who first joins
our board after the effective date of this offering will receive an initial
option for 50,000 shares. That grant will occur when the director takes office.
The initial options vest in equal monthly installments over the four-year
period following the date of grant, except that all vesting for the first six
months occurs at the close of that six-month period.
Annual Grants. At the time of each of our annual stockholders' meetings,
beginning in 2000, each non-employee director who will continue to be a
director after that meeting will automatically be granted an annual option for
12,500 shares of our common stock. However, a new non-employee director who is
receiving the 50,000-share initial option will not receive the 12,500 share
annual option in the same calendar year. The annual options vest in equal
monthly installments over the one-year period following the date of grant.
Other Option Terms. The exercise price of each non-employee director's option
will be equal to the fair market value of our common stock on the option grant
date. A director may pay the exercise price by using cash, shares of common
stock that the director already owns, or an immediate sale of the option shares
through a broker designated by us. The non-employee directors' options have a
10-year term, except that they expire one year after a director leaves the
board (if earlier). If a change in control of GetThere.com occurs, a non-
employee director's option granted under the 1999 directors' stock option plan
will become fully vested. Vesting also accelerates in the event of the
optionee's death or disability.
Amendments or Termination. Our board may amend or terminate the 1999
directors' stock option plan at any time. If our board amends the plan, it does
not need to ask for stockholder approval of the amendment unless applicable law
requires it. The 1999 directors' stock option plan will continue in effect
indefinitely, unless the board decides to terminate the plan.
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RELATIONSHIPS AND RELATED TRANSACTIONS
Equity Financings and Stockholders Arrangements
Since February 1, 1996, we have issued and sold shares of our preferred stock
to the following persons who are our principal stockholders, executive officers
or directors.
<TABLE>
<CAPTION>
Shares of Shares of Shares of Shares of
Series A Series B Series C Series E Value
Convertible Convertible Convertible Convertible Amount at $13.00
Investor Preferred Stock Preferred Stock Preferred Stock Preferred Stock Paid per Share
(in thousands)
<S> <C> <C> <C> <C> <C> <C>
United Air Lines ....... -- -- 4,060,875 1,500,000 $39,562 $72,291
Entities affiliated with
Brentwood Associates... 1,985,353 512,048 -- -- $ 3,099 $32,466
American Express........ -- -- 875,423 2,121,076 $31,000 $38,955
Entities affiliated with
U.S. Venture Partners.. -- 2,409,639 -- -- $ 4,000 $31,325
ITN Joint Venture....... 1,544,163 -- -- 80,000 $ 2,750 $21,114
Hambrecht 1980 Revocable
Trust.................. -- -- 25,000 -- $ 128 $ 325
WR Hambrecht + Co....... -- -- 25,000 -- $ 128 $ 325
</TABLE>
Shares held by all affiliated persons and entities have been aggregated.
Share numbers and purchase price information are reflected on an as if
converted into shares of common stock basis. See "Principal Stockholders" for
more detail on shares held by these purchasers. The per share purchase price
for the series A convertible preferred stock was $1.13. The per share purchase
price for the series B convertible preferred stock was $1.66. The per share
price for the series C convertible preferred stock was $5.125. The per share
purchase price for the series E convertible preferred stock was $12.50. Dale J.
Vogel, one of our directors, is an affiliate of each of the entities affiliated
with U.S. Venture Partners. Jeffrey D. Brody, one of our directors, is a
general partner of Brentwood Venture Capital and as such is an affiliate of
each of the entities affiliated with Brentwood Associates. John Ueberroth, one
of our directors, is an affiliate of the ITN Joint Venture. William R.
Hambrecht, one of our directors, is trustee of the Hambrecht 1980 Revocable
Trust and chairman and chief executive officer of WR Hambrecht + Co.
In addition to the shares listed above, we issued the following warrants:
. a warrant to purchase 51,205 shares of our series B convertible preferred
stock at an exercise price of $1.66 per share to entities affiliated with
Brentwood Associates;
. a warrant to purchase 240,964 shares of our series B convertible
preferred stock at an exercise price of $1.66 per share to entities
affiliated with U.S. Venture Partners; and
. a warrant to purchase 375,000 shares of our common stock at an exercise
price of $16.50 per share, a warrant to purchase 730,023 shares of our
series E convertible preferred stock at an exercise price of $21.00 per
share and a warrant to purchase 730,023 shares of our series E
convertible preferred stock at an exercise price of $31.00 per share to
American Express.
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<PAGE>
<TABLE>
<CAPTION>
Warrants Warrants Warrants Warrants
for for for for
Warrants Series A Series B Series C Series E
for Convertible Convertible Convertible Convertible
Common Preferred Preferred Preferred Preferred Aggregate Value at
Stock Stock Stock Stock Stock Consideration $13.00 per Share
(in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
United Air Lines........ -- -- -- 3,369,058 -- $24,181 $43,798
Entitles affiliated with
Brentwood Associates... -- -- 51,205 -- -- $ 85 $ 666
American Express........ 375,000 -- -- -- 1,460,046 $44,149 $23,856
Entities affiliated with
U.S. Venture Partners.. -- -- 240,964 -- -- $ 400 $ 3,133
</TABLE>
For a description of warrants we issued to United Air Lines, see "--United
Air Lines."
Under the terms of our shareholders agreement, United Air Lines and a number
of our stockholders, including chief technical officer Dan Whaley, Richard D.C.
Whilden, chairman of our board of directors, entities affiliated with Brentwood
Associates, ITN Joint Venture, entities affiliated with U.S. Venture Partners
and Covia, are subject to a standstill agreement. Under the standstill
agreement, the above investors agree that they will not:
. acquire, attempt to acquire or participate in the acquisition of voting
securities that places their holdings of our voting securities above a
specified percentage;
. participate in the solicitation of proxies in opposition to any proxy
solicitation being conducted by us; or
. enter into any agreements or substantive discussions with any third party
regarding the acquisition of our business or the solicitation of proxies.
The standstill agreement terminates on the earlier of:
. May 10, 2001;
. a breach by a party to the agreement other than United Air Lines or
Covia, unless the breach is unintentional and cured within specified
times; or
. a third party's:
. commencement of or publicly announced intention to acquire or
beneficially own 15% or more of our outstanding stock (or 10% or more
of our outstanding stock in the case of certain specified companies);
. acquisition or beneficial ownership of 15% or more of our outstanding
stock (or 10% or more of our outstanding stock in the case of certain
specified companies), provided that the third party has also filed a
Schedule 13D reserving the right to hold the securities with the
purpose of changing or influencing control over us;
. acquisition of all or substantially all of our assets;
. agreement to acquire us or public announcement of its intention to
acquire us;
. solicitation of proxies in opposition to any proxy solicitation being
conducted by us; or
. entering into substantive discussions with our board of directors or
any of our executive officers with knowledge of any four members of
our board of directors regarding any of the foregoing actions.
In addition, American Express is subject to a standstill agreement. Under
this agreement, it has agreed that it will not:
. acquire, attempt to acquire or participate in the acquisition of voting
securities that places their holdings of our voting securities above a
specified percentage;
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<PAGE>
. participate in the solicitation of proxies in opposition to any proxy
solicitation being conducted by us; or
. enter into any agreements or substantive discussions with any third party
regarding the acquisition of our business or the solicitation of proxies.
The standstill agreement terminates on the earlier of:
. May 10, 2001;
. a breach of the standstill agreement by any of the parties other than
American Express, unless the breach is unintentional and is cured within
specified times;
. an occurrence of a termination event as it is defined in our amended and
restated shareholders agreement, dated September 14, 1999; or
. a third party's:
. commencement of or publicly announced intention to acquire or
beneficially own 12.5% or more of our outstanding stock (or 10% or
more of our outstanding stock in the case of certain specified
companies, or 30% or more of our outstanding stock if the third party
is United Air Lines or any of its affiliates);
. acquisition of beneficial ownership of 12.5% or more of our
outstanding stock (or 10% or more of our outstanding stock in the case
of certain specified companies, or 30% or more of our outstanding
stock if the third party is United Air Lines or any of its
affiliates), provided that the third party has also filed a Schedule
13D reserving the right to hold the securities with the purpose of
changing or influencing control over us;
. filing of a notification and report form under the Hart-Scott-Rodino
Act, reflecting an intent to acquire all or substantially all of our
assets;
. acquisition of all or substantially all our assets;
. agreement to acquire us or substantially all of our assets, or to
beneficially own 12.5% or more of our outstanding stock, if the third
party has not also entered into a similar standstill agreement;
. solicitation of proxies in opposition to any proxy solicitation being
conducted by us; or
. public announcement of its intention to undertake any of the foregoing
actions.
Employment-Related Agreements
In connection with Mr. Pelowski's employment with us, he assigned a business
concept to us. In return, we issued to him 125,000 restricted shares of common
stock. These shares vest in 24 equal monthly installments commencing on March
29, 1999, subject to Mr. Pelowski's continuing service with us.
Some of our executive officers have entered into employment agreements with
us. See "Management--Employment Agreements and Change of Control Arrangements."
We have entered into an indemnification agreement with each of our executive
officers and directors. See "Management--Indemnification of Officers and
Directors."
Options Granted to Executive Officers Since January 31, 1999
The following table sets forth information regarding the number of options
granted and stock issued to our executive officers since January 31, 1999, the
end of our most recent fiscal year.
<TABLE>
<CAPTION>
Number of Options Granted
Executive Officers Since January 31, 1999
<S> <C>
Gadi Maier......................................... 1,700,000
Kenneth R. Pelowski................................ 800,000
Eric R. Sirkin..................................... 225,000
Daniel Whaley...................................... 315,000
</TABLE>
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<PAGE>
American Express
In September 1999, we entered into a Web services and travel agreement under
which American Express has agreed to promote and sell customized, co-branded
versions of our Internet-based travel procurement services to their customers
and potential customers. See "Business--Relationship with American Express."
In September 1999, American Express purchased one share of our series D3
convertible preferred stock. As the holder of the outstanding share of series
D3 convertible preferred stock, American Express has the right to elect a
representative to our board of directors. See "Management--Executive Officers
and Directors."
United Air Lines
In November 1997, we entered into a services agreement with United Air Lines,
the parent company of Covia, under which we agreed, at specified fees, to host
and provide support for a set of customized world wide web pages through which
United Air Lines customers may access our reservation system. In addition,
United Air Lines agreed to pay us various fees for customization and
miscellaneous services.
In connection with our sale of 4,060,875 shares of series C convertible
preferred stock to Covia in May 1998, we also sold Covia the right to have us
grant Covia a warrant to purchase up to 807,698 shares of series C convertible
preferred stock at a price of $0.01 per share. In addition, we granted Covia
the right to have us grant Covia an option to purchase, at its choice, up to
2,473,392 shares of series C convertible preferred stock at a price of $5.125
per share or, for a purchase price of $5.125 per share, a warrant to purchase
up to 2,473,392 shares of series C convertible preferred stock at an exercise
price of $0.01 per share. As a result of an unsatisfied contingency contained
in the series C preferred stock purchase agreement, Covia no longer has a right
to receive an option for 2,473,392 shares of series C convertible preferred
stock or a warrant for 2,473,392 shares of series C convertible preferred
stock, and instead Covia currently has the right to receive either an option to
purchase 1,424,539 shares of series C convertible preferred stock or a warrant
to purchase 1,424,539 shares of series C convertible preferred stock. These
options terminate on the earlier of November 10, 2000 or the date we are
acquired by another company.
Also, in connection with Covia's purchase of our series C convertible
preferred stock, we granted Covia an option to purchase one share of series D1
convertible preferred stock and one share of series D2 convertible preferred
stock at a price of $10.00 per share. Each of the series D1 convertible
preferred stock and the series D2 convertible preferred stock carries with it
the right to elect one member to our board of directors. For a description of
the terms of this option and the rights and obligations related into our series
D1 convertible preferred stock and series D2 convertible preferred stock, see
"Management--Executive Officer and Directors" and "Description of Capital
Stock."
Our shareholders agreement provides that if Covia exercises its options to
purchase a share of series D1 convertible preferred stock or series D2
convertible preferred stock, it will participate, either in person or by proxy,
in shareholders' meetings and will vote these shares in favor of any proposal
approved by our board of directors and submitted to the shareholders, provided
the proposal is not for the purpose of nominating, electing, or removing board
members. Covia has agreed not to exercise any dissenters' rights or transfer
either the D1 or D2 shares during any period prohibited by pooling accounting
treatment rules.
Covia has also agreed, in the event we decide to sell our business, to
participate, either in person or by proxy, in any shareholders' meeting
regarding the sale, and to vote its shares in favor of the sale. Covia will not
exercise any dissenters' rights or transfer either the series D1 convertible
preferred stock or series D2 convertible preferred stock shares for 120 days
prior to the sale. Covia's obligation to vote in favor of our decision to sell
our business commences upon the earlier of August 10, 2000 or the termination
of our commercial relationship with United Air Lines by us as a result of
United Air Lines' nonperformance or by United Air Lines for any or no reason.
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<PAGE>
In connection with Covia's purchase of 1,500,000 shares of our series E
convertible preferred stock on September 14, 1999, we issued to Covia a warrant
to purchase 1,136,821 shares of our series C convertible preferred stock at an
exercise price of $11.20 per share.
All future transactions, including loans, if any, between us and our
officers, directors, principal stockholders and their affiliates will be
approved by a majority of the board of directors, including a majority of the
independent and disinterested outside directors on the board of directors, and
will continue to be on terms no less favorable to us than could be obtained
from unaffiliated third parties.
Indebtedness of Management
The following executive officers and relatives of executive officers
delivered to us full-recourse promissory notes to purchase restricted stock
under the 1996 stock incentive plan. The full principal amount and accrued
interest under each note remain outstanding. The terms of the notes are
summarized below:
<TABLE>
<CAPTION>
Highest Loan Balance
During Period From Loan Balance
February 1, 1998 to on August 31, Date of
Name August 31, 1999 1999 Maturity Interest Rate
<S> <C> <C> <C> <C>
Gadi Maier... $1,010,227 $1,010,227 June 21, 2004 5.37%
Kenneth R.
Pelowski.... 507,797 507,797 May 12, 2004(1) 5.22
Eric Sirkin.. 282,863 282,863 June 21, 2004(1) 5.37
Al Whaley.... 141,707 141,707 June 21, 2004(1) 5.37
Daniel
Whaley...... 318,221 318,221 June 21, 2004 5.37
</TABLE>
- ---------------------
(1) Also becomes due 180 days after employment with us terminates for any
reason.
Messrs. Maier, Pelowski, Sirkin and Daniel Whaley are executive officers. Al
Whaley is a co-founder and former chief technical officer.
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<PAGE>
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding the beneficial
ownership of our common stock as of October 15, 1999. The information is
provided with respect to:
. each person who is known to us to own beneficially more than 5% of the
outstanding shares of common stock;
. each of our directors;
. each of our Named Executive Officers; and
. all of our directors and executive officers as a group.
Applicable percentage ownership in the following table is based on 26,345,424
shares of common stock outstanding as of October 15, 1999, as adjusted to
reflect the conversion of all outstanding shares of series A, B, C and E
convertible preferred stock upon the closing of this offering, conversion of a
promissory note of $1.65 million plus accrued interest into 162,077 shares of
our common stock and the exercise of warrants to purchase 407,852 shares of our
common stock.
The numbers shown in the table below assume no exercise by the underwriters
of their over-allotment option. GetThere.com has granted the underwriters an
option to purchase up to 750,000 shares to cover over-allotments, if any.
Unless otherwise indicated, the address for each listed stockholder is c/o
GetThere.com, 4045 Campbell Avenue, Menlo Park, CA 94025.
Except as otherwise indicated by footnote, and subject to community property
laws where applicable, the persons named in the table below have sole voting
and investment power with respect to all of the shares of common stock shown as
beneficially owned.
Principal Stockholders Table
<TABLE>
<CAPTION>
Percentage of
Shares
Beneficially
Number of Owned(1)
Shares -----------------
Beneficially Prior to After
Directors and Executive Officers Owned Offering Offering
<S> <C> <C> <C>
Gadi Maier(2).................................. 1,800,000 6.63% 5.60%
Kenneth R. Pelowski(3)......................... 800,000 3.02% 2.54%
Daniel Whaley(4)............................... 1,315,000 4.99% 4.20%
Eric Sirkin(5)................................. 405,000 1.53% 1.29%
Richard D.C. Whilden(6)........................ 833,250 3.16% 2.66%
Jeffrey D. Brody(7)............................ 2,563,606 9.73% 8.17%
William R. Hambrecht(8)........................ 115,000 0.44% 0.37%
John Ueberroth(9).............................. 1,869,163 7.09% 5.96%
Dale J. Vogel(10).............................. 2,665,603 10.11% 8.50%
Executive officers and directors as a group
(9 persons)(11)............................... 12,366,622 44.85% 37.97%
5% Stockholders
United Air Lines(12)........................... 8,929,935 33.90% 28.49%
American Express(13)........................... 4,831,547 18.34% 15.41%
Entities associated with Brentwood
Associates(14)................................ 2,548,606 9.67% 8.13%
Entities associated with U.S.Venture
Partners(15).................................. 2,650,603 10.06% 8.46%
ITN Joint Venture(16).......................... 1,624,163 6.16% 5.18%
</TABLE>
- ---------------------
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and includes voting or investment power
with respect to the securities. Shares of common stock subject to options,
warrants or other rights to purchase which are currently exercisable or
are
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<PAGE>
exercisable within 60 days after October 15, 1999 are deemed outstanding
for purposes of computing the percentage ownership of the persons holding
such options, warrants or other rights, but are not deemed outstanding for
purposes of computing the percentage ownership of any other person.
(2) Includes personal options immediately exercisable for 800,000 shares.
159,256 of Mr. Maier's shares and options to purchase shares were vested
as of July 31, 1999.
(3) Includes personal options immediately exercisable for 175,000 shares, of
which no shares were vested as of July 31, 1999.
(4) 1,052,500 shares were vested as of July 31, 1999.
(5) Includes personal options immediately exercisable for 125,000 shares, of
which 29,166 shares were vested as of July 31, 1999.
(6) Includes personal options immediately exercisable for 15,000 shares.
799,238 of Mr. Whilden's shares and options to purchase shares were
vested as of July 31, 1999.
(7) Includes 2,437,160 shares held of record by Brentwood Associates, VII,
L.P. and 60,241 shares of record held by Brentwood Affiliates Fund, L.P.,
and assumes the exercise of warrants for a total of 51,205 shares held by
both entities. Mr. Brody is the general partner of both the Brentwood
Associates fund and the Brentwood Affiliates Fund. Mr. Brody disclaims
beneficial interest in such shares, except as to his pecuniary interest
in both entities. Also includes personal options immediately exercisable
for 15,000 shares, of which 1,562 shares were vested as of July 31, 1999.
(8) Includes 25,000 shares held of record by the 1980 Hambrecht Revocable
Trust and 25,000 shares held of record by WR Hambrecht + Co. Also
includes personal options immediately exercisable for 65,000 shares.
16,145 of Mr. Hambrecht's shares and options to purchase shares were
vested as of July 31, 1999.
(9) Includes 1,624,163 shares held of record by ITN Joint Venture. Mr.
Ueberroth currently serves as President of Ambassadors International,
Inc., which owns stock in the ITN Joint Venture. Mr. Ueberroth exercises
voting and investment control over these shares. He disclaims beneficial
ownership of these shares, except to the extent of his pecuniary interest
in Ambassadors International, Inc. Also includes personal options
immediately exercisable for 15,000 shares, of which 1,562 shares were
vested as of July 31, 1999.
(10) Includes 2,168,675 shares held of record by U.S. Venture Partners V,
L.P., 120,482 shares held of record by USVP V International, L.P., 53,012
shares held of record by USVP V Entrepreneur Partners, L.P., and 67,470
shares held of record by 2180 Associates Fund V, L.P. (collectively, the
"USVP Entities"). Also assumes the exercise of warrants for 240,964
shares held by the USVP entities. Mr. Vogel has an "assignee interest in"
and is referred to as a "venture partner" of Presidio Management Group V,
LLC, which is the General partner of each of the USVP Entities. Mr. Vogel
does not share voting or disposition control over these holdings. He
disclaims beneficial interest in such shares, except as to his pecuniary
interest therein arising as a result of his "assignee interest in"
Presidio Management Group V, LLC. Also includes personal options
immediately exercisable for 15,000 shares, of which 1,562 shares were
vested as of July 31, 1999.
(11) Includes personal options immediately exerciseable for 1,175,000 shares.
(12) Includes rights to purchase or warrants to purchase 3,369,060 shares. The
address of Covia is 1200 East Algonquin Road, Elk Grove Township,
Illinois 60007.
(13) Includes warrants for 1,835,046 shares. The address of American Express
is American Express Tower, World Financial Center, New York, New York
10285.
(14) Includes 2,437,160 shares held of record by Brentwood Associates, VII,
L.P. and 60,241 shares of record held by Brentwood Affiliates Fund, L.P.,
and assumes the exercise of warrants for a total of 51,205 shares held by
both entities. The address of Brentwood Associates is 3000 Sand Hill
Road, Building 1, Suite 260, Menlo Park, California 94025.
(15) Includes 2,168,675 shares held of record by U.S. Venture Partners V,
L.P., 120,482 shares held of record by U.S.V.P. V International, L.P.,
53,012 shares held of record by USVP V Entrepreneur Partners, L.P., and
67,470 shares held of record by 2180 Associates Fund V, L.P. Also assumes
the exercise of warrants for 240,964 shares held by the USVP Entities.
The address of U.S. Venture Partners is 2180 Sand Hill Road, Menlo Park,
California 94025.
(16) The address of ITN Joint Venture is c/o Ambassadors International Inc.,
1071 Camelback Street, Newport Beach, California 92660-3228.
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<PAGE>
DESCRIPTION OF CAPITAL STOCK
At the closing of this offering, our authorized capital stock will consist of
200,000,000 shares of common stock and 10,000,000 shares of preferred stock. We
have designated one share of series D1 convertible preferred stock, one share
of series D2 convertible preferred stock and one share of series D3 convertible
preferred stock. As of July 31, 1999, 7,663,730 shares of common stock were
issued and outstanding and 11,731,314 shares of preferred stock, convertible
into 11,731,314 shares of common stock upon the completion of the offering,
were issued and outstanding. As of July 31, 1999, we had 117 stockholders.
The following description of our capital stock does not purport to be
complete and is subject to and qualified in its entirety by our amended and
restated certificate of incorporation to be effective after the closing of this
offering, our bylaws and the provisions of applicable Delaware law.
Common Stock
Each holder of common stock is entitled to one vote for each share on all
matters to be voted upon by the stockholders.
Subject to the preferences to which holders of any shares of preferred stock
issued after the offering may be entitled, holders of the common stock are
entitled to receive ratably such dividends and other distributions, if any,
that the board of directors may, from time to time, declare out of funds
legally available therefor. See "Dividend Policy." In the event of our
liquidation, dissolution or winding up, subject to the rights of holders of
series D1 convertible preferred stock, series D2 convertible preferred stock
and series D3 convertible preferred stock, holders of common stock would be
entitled to share in any of our assets remaining after the payment of
liabilities and the satisfaction of any liquidation preference granted to the
holders of any outstanding shares of preferred stock.
Holders of common stock have no preemptive or conversion rights or other
subscription rights, nor are there any redemption or sinking fund provisions
applicable to the common stock. All outstanding shares of common stock are, and
the shares of common stock offered by us in this offering, when issued and paid
for, will be, fully paid and nonassessable. The rights, preferences and
privileges of the holders of the common stock are subject to, and may be
adversely affected by, the rights of the holders of our series D1, D2, or D3
convertible preferred stock, or any shares of preferred stock that we may
designate in the future.
Preferred Stock
Upon completion of this offering, other than one share of series D3
convertible preferred stock, no shares of preferred stock will be outstanding.
However, United Air Lines, through its wholly owned subsidiary Covia, holds an
option to purchase one share of series D1 convertible preferred stock and one
share of series D2 convertible preferred stock. See "Certain Transactions--
United Air Lines" for a description of the terms of the option.
Each holder of series D1 convertible preferred stock, series D2 convertible
preferred stock and series D3 convertible preferred stock is entitled to vote
on all matters to be voted upon by the stockholders. Each holder of series D1
convertible preferred stock, series D2 convertible preferred stock and series
D3 convertible preferred stock is entitled to the number of votes equal to the
number of shares of common stock into which a share of series D1 convertible
preferred stock, series D2 convertible preferred stock and series D3
convertible preferred stock could be converted at the record date for
determination of the stockholders entitled to vote on matters to be voted upon
by the stockholders. In addition, so long as any shares of series D1
convertible preferred stock are outstanding, we may not take any action that
adversely affects the rights of the series D1 convertible preferred stock or
that increases the authorized number of shares of series D1 convertible
preferred stock without the approval of the holder of series D1 convertible
preferred stock. So long as any shares of series D2 convertible preferred stock
are outstanding, we may not take any action that adversely affects the
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<PAGE>
rights of the series D2 convertible preferred stock or that increases the
authorized number of shares of series D2 convertible preferred stock without
the approval of the holder of series D2 convertible preferred stock. So long as
any shares of series D3 convertible preferred stock are outstanding, we may not
take any action that adversely affects the rights of the series D3 convertible
preferred stock or that increases the authorized number of shares of series D3
convertible preferred stock.
Also, so long as a share of series D1 convertible preferred stock remains
outstanding, one member of our board of directors will be elected by the holder
of series D1 convertible preferred stock. So long as a share of series
D2 convertible preferred stock remains outstanding, one member of our board of
directors will be elected by the holders of series D2 convertible preferred
stock. So long as a share of series D3 convertible preferred stock remains
outstanding, one member of our board of directors will be elected by the
holders of the series D3 convertible preferred stock.
Subject to the rights of preferred stock that may be authorized and issued
after this offering, holders of series D1 convertible preferred stock, series
D2 convertible preferred stock and series D3 convertible preferred stock are
entitled to receive ratably with holders of common stock such dividends and
other distributions, if any, that the board of directors may, from time to
time, declare out of funds legally available therefor. See "Dividend Policy."
In the event of our liquidation, dissolution or winding up, each holder of
series D1 convertible preferred stock and series D2 convertible preferred stock
will be entitled to $10.00 per share, and each holder of series D3 convertible
preferred stock will be entitled to $12.50 per share as adjusted for stock
splits, consolidations and the like, prior to any distribution to holders of
common stock.
Each share of series D1 convertible preferred stock, series D2 convertible
preferred stock and series D3 convertible preferred stock is convertible, at
the option of the holder, into one share of common stock, subject to
proportional adjustments for stock splits, combinations, dividends and the
like. Each share of series D1 convertible preferred stock and series D2
convertible preferred stock will automatically convert into one share of common
stock, subject to proportional adjustments for stock splits, combinations,
dividends and the like, upon a termination event, as it is defined in the
shareholders' agreement. This event is defined as the earlier of:
. May 10, 2001;
. a breach of the standstill agreement by a party to the agreement other
than Covia or United Air Lines, unless the breach is unintentional and
cured within specified times;
. a third party's:
. commencement or publicly announced intention to acquire or
beneficially own 15% or more of our outstanding stock (or 10% or more
of our outstanding stock in the case of certain specified companies);
. acquisition or beneficial ownership of 15% or more of our outstanding
stock (or 10% or more of our outstanding stock in the case of certain
specified companies), provided that the third party has also filed a
Schedule 13D reserving the right to hold the securities with the
purpose of changing or influencing control over us;
. acquisition of all or substantially all our assets;
. filing a notification under the Hart-Scott-Rodino Act reflecting an
intent to acquire all or substantially all of our assets;
. agreement to acquire us or public announcement of its intention to
acquire us;
. solicitation of proxies in opposition to any proxy solicitation being
conducted by us;
. public announcement of its intention to do any of the foregoing
actions; or
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<PAGE>
. entering into substantive discussions with our board of directors or
any of our executive officers with knowledge of any four members of
our board of directors regarding any of the foregoing actions;
. Covia's breach of its standstill agreement with us;
. Covia's transfer or attempt to transfer the option to an entity that does
not control or is controlled by United Air Lines; or
. Covia holding less than 2,434,287 shares of our common stock (assuming
exercise of warrants currently held by Covia).
In addition, each share of series D1 convertible preferred stock will
automatically convert to common stock upon the earlier of:
. the date the holder holds less than 2,434,287 shares of our common stock
(assuming exercise of any warrants to purchase our common stock held by
the holder at a purchase price of $0.01 or less); or
. the date the holder transfers the series D1 convertible preferred stock
without our prior written consent to an entity that does not control us
or is not controlled by us.
Likewise, each share of series D2 convertible preferred stock will
automatically convert to common stock upon the earlier of:
. the date the holder holds less than 3,651,430 shares of our common stock
(assuming exercise of any warrants to purchase our common stock held by
the holder at a purchase price of $0.001 or less); or
. the date the holder transfers the series D2 convertible preferred stock
without our prior written consent to an entity that does not control us
or is not controlled by us.
Each share of series D3 convertible preferred stock will automatically
convert into one share of common stock, subject to proportional adjustments for
stock splits, combinations, dividends and the like, upon a termination event,
as it is defined in the standstill agreement. This event is defined as the
earlier of:
. May 10, 2001;
. a breach of the standstill agreement by any of the parties other than
American Express, unless the breach is unintentional and is cured within
specified times;
. an occurrence of a termination event as it is defined in our amended and
restated shareholders agreement; or
. a third party's:
. commencement or publicly announced intention to acquire or
beneficially own 12.5% or more of our outstanding stock (or 10% more
of our outstanding stock in the case of certain specified companies,
or 30% or more of our outstanding stock if the third party is United
Air Lines or any of its affiliates);
. acquisition or beneficial ownership of 12.5% or more of our
outstanding stock (or 10% or more of our outstanding stock in the case
of certain specified companies, or 30% or more of our outstanding
stock if the third party is United Air Lines or any of its
affiliates), provided that the third party has also filed a Schedule
13D reserving the right to hold the securities with the purpose of
changing or influencing control over us;
. filing of a notification and report form under the Hart-Scott-Rodino
Act, reflecting an intent to acquire all or substantially all of our
assets;
. acquisition of all or substantially all our assets;
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<PAGE>
. agreement to acquire us or substantially all of our assets, or to
beneficially own 12.5% or more of our outstanding stock, if the third
party has not also entered into a similar standstill agreement;
. solicitation of proxies in opposition to any proxy solicitation being
conducted by us; or
. public announcement of its intention to undertake any of the foregoing
actions.
In addition, each share of series D3 convertible preferred stock will
automatically convert to common stock upon the earlier of:
. the date that the holder thereof transfers the series D3 convertible
preferred without our written consent except to a related party of
American Express;
. beginning with the first day of the second financial quarter following
the commencement of sales by American Express pursuant to the Web
services and travel agreement between us and American Express, on the
last day of any subsequent three consecutive financial quarters during
which American Express' sales of our services pursuant to the Web
services and travel agreement to the Global 950 (as defined in the Web
services and travel agreement) total less than twenty five percent (25%)
in such three consecutive financial quarter periods of American Express'
total sales of on-line services similar to those provided by the
Reservation System, as defined in the Web services and travel agreement,
to new accounts within the Global 950;
. eighteen (18) months following the closing of this offering; or
. the date of the consummation of a liquidation of our business.
In addition, the series D3 convertible preferred stock will automatically
convert to common stock:
. if we consummate this offering on or before the later of (x) December 31,
1999, or (y) the consummation of the next bona fide sale of our
securities to investors in an arms-length transaction with gross
aggregate proceeds of at least $10,000,000, in each case the "pay to play
date", on the date that the holder of the share of series D3 convertible
preferred stock holds a percentage of our common stock (calculated
assuming (1) the conversion of all then-outstanding preferred stock into
common stock, (2) the issuance of the number of shares of common stock
issuable upon conversion of the securities issuable upon exercise of
outstanding warrants to purchase our securities held by the holder of the
share of series D3 convertible preferred stock and (3) the issuance of
all shares of common stock issuable upon the exercise of all options
vested as of such date exercisable for shares of our common stock) equal
to less than the difference of (x) the percentage of our common stock
held by the holder of the share of series D3 convertible preferred stock
immediately after the consummation of this offering minus (y) 1.0%; or
. if we do not consummate this offering on or before the pay to play date,
on the date that the holder of the share of series D3 convertible
preferred stock holds a percentage of our common stock (calculated
assuming (1) the conversion of all then-outstanding preferred stock into
common stock, (2) the issuance of the number of shares of common stock
issuable upon conversion of the securities issuable upon exercise of
outstanding warrants to purchase our securities held by the holder of the
share of series D3 convertible preferred stock and (3) the issuance of
all shares of common stock issuable upon the exercise of all options
vested as of such date exercisable for shares of our common stock) equal
to less than the difference of (x) the percentage of our common stock
held by the holder on the date that American Express is issued shares of
our series E convertible preferred stock, minus (y) 1.0%.
In addition, our board of directors is authorized, subject to any limitations
prescribed by law, without stockholder approval, to fix or alter the rights,
preferences and privileges, including voting rights, conversion rights,
dividend rights, redemption privileges and liquidation preferences of any
unissued series of preferred stock and to issue such designated series of
preferred stock. The rights of the holders of the common stock will be subject
to, and may be adversely affected by, the rights of the holders of any such
preferred stock that may be issued in the future. The issuance of preferred
stock, while providing flexibility in connection with possible acquisitions and
other corporate purposes, could have the effect of entrenching our board of
directors and
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<PAGE>
making it more difficult for a third party to acquire, or of discouraging a
third party from attempting to acquire, a majority of our outstanding voting
stock. We have no present plans to issue any shares or designate any additional
series of preferred stock.
Warrants
Upon completion of the offering, we will have outstanding warrants and rights
to acquire warrants exercisable for an aggregate of 7,504,503 shares of common
stock, at a weighted average exercise price of $10.57 per share. These warrants
have net exercise provisions under which the holder may, in lieu of payment of
the exercise price in cash, surrender the warrant and receive a net amount of
shares, based on their fair market value of the common stock at the time of
exercise of the warrant, after deducting the exercise price of the warrant.
These warrants expire on dates ranging from two years from the closing of this
offering to five years from the closing of this offering. These warrants and
rights to acquire warrants include:
. a warrant to initially purchase up to 1,650,000 shares of our series C
convertible preferred stock to Northwest Airlines at a price of $5.125
per share. The exercisability of the warrant is subject to implementing
our services on Northwest Airlines' primary Web site, www.nwa.com. The
number of shares exercisable under this warrant is subject to adjustment
based on the timing of implementing our services on the www.nwa.com Web
site. If our solutions are implemented on this Web site within 12 months
of the issuance of the warrant, the warrant will be exercisable for
1,650,000 shares of common stock. If our services are implemented on
this Web site after 12 months but on or prior to 18 months after the
warrant issuance date, the warrant will be exercisable for 1,500,000
shares of common stock. If our services are implemented on this Web site
after 18 months but on or prior to 24 months after the warrant issue
date, the warrant will be exercisable for 1,250,000 shares of common
stock. If our services are not implemented on this Web site within 24
months after the warrant issuance date, the warrant will not be
exercisable for any shares and will terminate;
. a warrant to American Express to purchase 375,000 shares of common stock
at an exercise price of $16.50 per share, a warrant to purchase 730,023
shares of our series E convertible preferred stock at an exercise price
of $21.00 per share and a warrant to purchase 730,023 shares of our
series E convertible preferred stock at an exercise price of $31.00 per
share;
. a warrant to America West Airlines to purchase 500,000 shares of our
series E convertible preferred stock at an exercise price of $12.50 per
share and a warrant to Covia to purchase 1,136,821 shares of our series
C convertible preferred stock at $11.20 per share; and
. we have granted Covia the right to have us grant United Air Lines an
option to purchase, at its choice, up to 1,424,539 shares of series C
convertible preferred stock at a price of $5.125 per share or, for a
purchase price of $5.125 per share, a warrant to purchase up to
1,424,539 shares of Series C convertible preferred stock at an exercise
price of $0.01 per share. In addition, we sold Covia the right to have
us grant United Air Lines a warrant to purchase 807,698 shares of series
C convertible preferred stock at a price of $0.01 per share.
Antitakeover Effects of Provisions of the Certificate of Incorporation, Bylaws,
Delaware Law and Standstill Agreement
Certificate of Incorporation and Bylaws
We have adopted provisions in our amended and restated certificate of
incorporation and in our amended and restated bylaws that:
. provide that all directors, other than those elected by our series D1,
series D2 or series D3 convertible preferred stock, will be part of a
classified board of directors that results in only approximately one-
third of our directors within the classified board being elected at each
annual meeting of stockholders;
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. eliminate the right of stockholders to call a special meeting of
stockholders or bring matters before a special meeting of stockholders;
. require stockholders to give us advance notice of their intent to
nominate directors or bring matters before an annual meeting of
stockholders;
. eliminate the ability of stockholders to take action by written consent;
and
. permit the board of directors to create one or more series of preferred
stock and to issue the shares thereof.
These provisions could adversely affect the rights of the holders of common
stock by delaying, deferring or preventing a change in control. These
provisions are intended to enhance the likelihood of continuity and stability
in the composition of the board of directors and in the policies formulated by
the board of directors and to discourage certain types of transactions that may
involve an actual or threatened change of control. These provisions are
designed to reduce our vulnerability to an unsolicited acquisition proposal and
to discourage certain tactics that may be used in proxy fights. However, such
provisions could have the effect of discouraging others from making tender
offers for our shares and, as a consequence, they also may inhibit fluctuations
in the market price of our shares that could result from actual or rumored
takeover attempts. Such provisions also may have the effect of preventing
changes in our management.
Delaware Anti-Takeover Statute
We are subject to Section 203 of the Delaware General Corporation Law, which,
subject to certain exceptions, prohibits a publicly held Delaware corporation
from engaging in any "business combination" with any "interested stockholder"
for a period of three years following the date that such stockholder became an
interested stockholder, unless:
. prior to that date, the board of directors approved either the business
combination or the transaction that resulted in the stockholder becoming
an interested stockholder;
. upon consummation of the transaction that resulted in the stockholder
becoming an interested stockholder, the interested stockholder owned at
least 85% of the voting stock of the corporation outstanding at the time
the transaction commenced, excluding for purposes of determining the
number of shares outstanding those shares owned by directors, officers
and certain employee stock plans; and
. on or subsequent to such date, the business combination is approved by
the board of directors and authorized at an annual or special meeting of
stockholders, and not by written consent, by the affirmative vote of at
least 66~% of the outstanding voting stock that is not owned by the
interested stockholder.
Section 203 defines "business combination" to include:
. any merger or consolidation involving the corporation and the interested
stockholder;
. any sale, transfer, pledge or other disposition of 10% or more of our
assets involving the interested stockholder;
. subject to certain exceptions, any transaction that results in the
issuance or transfer by us of any of our stock to the interested
stockholder;
. any transaction involving us that has the effect of increasing the
proportionate share of the stock of any class or series beneficially
owned by the interested stockholder; and
. the receipt by the "interested stockholder" of the benefit of any loans,
advances, guarantees, pledges or other financial benefits provided by or
through the corporation.
In general, Section 203 defines an interested stockholder as an entity or
person beneficially owning 15% or more of our outstanding voting stock and any
entity or person affiliated with or controlling or controlled by such entity or
person.
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In addition, some of our stockholders are subject to standstill agreements
preventing them from acquiring over a specified percentage of our voting
securities. These standstill agreements will have the effect of making us more
difficult to be acquired by these stockholders. For a discussion of these
standstill agreements, see "Certain Transactions--Equity Financings and
Stockholders Arrangements."
Registration Rights
After this offering, the holders of 19,357,882 shares of common stock will be
entitled to certain rights with respect to the registration of these shares
under the Securities Act. Under the terms of our investors' rights agreement
between us and the holders of registrable securities, if we propose to register
any of our securities under the Securities Act, either for our own account or
for the account of other security holders exercising registration rights, these
holders are entitled to notice of such registration and are entitled to include
their shares of such common stock in the registration. Additionally, holders of
16,623,597 shares of the registrable securities are also entitled to certain
demand registration rights under which they may require us to file a
registration statement under the Securities Act at our expense with respect to
our shares of common stock, and we are required to use our best efforts to
effect such registration. Further, the holders of such demand rights may
require us to file additional registration statements on Form S-3. All of these
registration rights are subject to certain conditions and limitations, among
them the right of the underwriters of an offering to limit the number of shares
included in such registration and our right not to effect a requested
registration within six months following the initial public offering of our
securities, including this offering.
Transfer Agent and Registrar
The Transfer Agent and Registrar for our common stock is ChaseMellon
Shareholder Services.
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SHARES ELIGIBLE FOR FUTURE SALE
Upon completion of this offering (assuming no exercise of the underwriters'
overallotment option), we will have an aggregate of 31,345,425 shares of common
stock outstanding, based upon the shares outstanding as of October 15, 1999,
assuming no exercise of outstanding options and the repurchase of 500,000
shares of series C convertible preferred stock and 200,000 shares of series E
convertible preferred stock in November 1999. Of the total outstanding shares,
the 5,000,000 shares sold in this offering will be freely tradable without
restriction or further registration under the Securities Act of 1933, as
amended, except that any shares held by our affiliates, as that term is defined
under the Securities Act, may generally only be sold in compliance with the
limitations of Rule 144 described below.
Sales of Restricted Shares
The remaining 26,345,425 shares of common stock are deemed restricted shares
under Rule 144. Sale in the public market of these restricted shares is limited
by restrictions under the Securities Act and lock-up agreements or similar
arrangements under which the holders of such shares have agreed not to sell or
otherwise dispose of any of their shares for a period of 180 days after the
date of this prospectus without the prior written consent of Donaldson, Lufkin
& Jenrette Securities Corporation. On the date of this prospectus, no shares
other than the 5,000,000 shares offered hereby will be eligible for sale in the
public market. Beginning 180 days after the date of this prospectus, or earlier
with the consent of Donaldson, Lufkin & Jenrette Securities Corporation,
19,266,847 restricted shares will become available for sale in the public
market, subject to certain limitations of Rule 144 of the Securities Act.
The following table shows approximately when the 26,345,425 shares of our
common stock that are not being sold in this offering, but which will be
outstanding when this offering is complete, will be eligible for sale in the
public market:
Eligibility of Restricted Shares for Sale in the Public Market
<TABLE>
<CAPTION>
Number of
Date Shares
<S> <C>
At the effective date............................................. 0
180 days after the effective date................................. 19,266,847
From time to time after 180 days after the effective date......... 7,078,577
</TABLE>
Resale of 4,317,825 of the restricted shares that will become available for
sale in the public market starting 180 days after the effective date of this
offering will be limited by volume and other resale restrictions under Rule 144
of the Securities Act because the holders are our affiliates.
In general, under Rule 144 of the Securities Act as currently in effect,
beginning 90 days after this offering, a person (or persons whose shares are
aggregated) who has beneficially owned restricted shares for at least one year,
including a person who may be deemed an affiliate, is entitled to sell within
any three-month period a number of shares that does not exceed the greater of
1% of the then-outstanding shares of our common stock (approximately 313,454
shares after giving effect to this offering) and the average weekly trading
volume of our common stock on the Nasdaq National Market during the four
calendar weeks preceding such sale. Sales under Rule 144 of the Securities Act
are subject to certain restrictions relating to manner of sale, notice and the
availability of current public information about us. A person who is not our
affiliate at any time during the 90 days preceding a sale, and who has
beneficially owned shares for at least two years, would be entitled to sell
such shares immediately following this offering without regard to the volume
limitations, manner of sale provisions or notice or other requirements of Rule
144 of the Securities Act. However, the transfer agent may require an opinion
of counsel that a proposed sale of shares comes within the terms of Rule 144 of
the Securities Act prior to effecting a transfer of such shares.
Prior to this offering, there has been no public market for our common stock
and no predictions can be made of the effect, if any, that the sale or
availability for sale of shares of additional common stock will have
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on the market price of our common stock. Nevertheless, sales of substantial
amounts of such shares in the public market, or the perception that such sales
could occur, could adversely affect the market price of the common stock and
could impair our future ability to raise capital through an offering of our
equity securities.
Options
As of October 15, 1999, options to purchase a total of 4,715,355 shares of
common stock pursuant to the 1996 stock incentive plan were exercisable. All of
the shares subject to options are subject to lock-up agreements or similar
arrangements. An additional 5,000,000 shares of common stock were reserved as
of August 16, 1999 for future option grants or direct issuances under the 1999
stock incentive plan, 2,500,000 shares of common stock were reserved as of
August 16, 1999 under our 1999 employee stock purchase plan and 750,000 shares
of common stock were reserved as of August 16, 1999 under our 1999 directors'
stock option plan. See "Management--Stock Plans" and Notes 8 and 11 of Notes to
Consolidated Financial Statements.
We intend to file a registration statement on Form S-8 under the Securities
Act to register all shares of common stock subject to outstanding stock options
and common stock issued or issuable under our 1996 and 1999 stock incentive
plans and our 1999 employee stock purchase plan. We expect to file such a
registration statement shortly after the closing of this offering. Such
registration statement is expected to become effective upon filing. Shares
covered by this registration statement will thereupon be eligible for sale in
the public markets, subject to the lock-up agreements.
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UNDERWRITING
Under the terms and subject to the conditions contained in an underwriting
agreement, the underwriters named below, for whom Donaldson, Lufkin & Jenrette
Securities Corporation, Salomon Smith Barney Inc., Bear, Stearns & Co. Inc. and
WR Hambrecht + Co are acting as representatives, have severally agreed to
purchase, and GetThere.com has agreed to sell to them, severally, the
respective number of shares of common stock set forth opposite their respective
names below:
<TABLE>
<CAPTION>
Number of
Underwriters: Shares
<S> <C>
Donaldson, Lufkin & Jenrette Securities Corporation...............
Salomon Smith Barney Inc. ........................................
Bear, Stearns & Co. Inc. .........................................
WR Hambrecht + Co ................................................
---------
Total........................................................... 5,000,000
=========
</TABLE>
The underwriting agreement provides that the obligations of the underwriters
to purchase and accept delivery of the shares of common stock in the offering
are subject to approval by their counsel of legal matters concerning the
offering and to conditions precedent that must be satisfied by GetThere.com.
The underwriters are obligated to purchase and accept delivery of all the
shares of common stock in the offering, other than those shares covered by the
over-allotment option described below, if any are purchased.
The underwriting agreement provides that the underwriters will severally
agree to purchase shares of common stock from GetThere.com at $ per share
and propose to make a public offering of those shares at the initial public
offering price set forth on the cover of this prospectus. If the shares are
sold at the initial public offering price, the underwriters will receive a fee
that is a percentage of the initial public offering price, referred to as the
underwriting fee, of $ per share. The expenses of the offering, exclusive
of the underwriting discount, are estimated at $2.25 million and are payable
entirely by us. These expenses include: filing and listing fees of
approximately $130,000; legal, accounting and other professional services fees
of approximately $1.9 million; and approximately $220,000 in miscellaneous
expenses.
In addition to offering part of the shares of common stock directly to the
public at the initial public offering price, the underwriters plan to offer
part of the shares to dealers, including the underwriters, at such price less a
concession not in excess of $ per share. The underwriters may allow, and
such dealers may re-allow, to other dealers a concession not in excess of
$ per share. After the initial offering of the common stock, the public
offering price and other selling terms may be changed by the representatives of
the underwriters at any time without notice. The underwriters do not intend to
confirm sales to any accounts over which they exercise discretionary authority.
The underwriting agreement provides that GetThere.com will grant to the
underwriters an option, exercisable for 30 days after the date of this
prospectus, to purchase, from time to time, in whole or in part, up to an
aggregate of 750,000 additional shares of common stock at the initial public
offering price less underwriting discounts and commission. The underwriters may
exercise the option solely to cover over-allotments, if any, made in connection
with the offering. To the extent that the underwriters exercise the option,
each underwriter will become obligated, subject to conditions contained in the
underwriting agreement, to purchase its pro rata portion of such additional
shares based on the underwriters' percentage underwriting commitment as
indicated in the above table.
The underwriting agreement also provides that GetThere.com will indemnify the
underwriters against liabilities which may arise in connection with the
offering, including liabilities under the Securities Act of 1933, and
contribute to payments that the underwriters may be required to make.
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As required by the underwriting agreement, each of GetThere.com's officers,
directors and other stockholders, option holders and warrant holders who hold
in the aggregate 39,736,667 shares of common stock and options (including
shares held by officers and directors) have agreed not to:
. offer, pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option,
right or warrant to purchase, lend, or otherwise transfer or dispose of,
directly or indirectly, any shares of common stock, other than shares
acquired in the initial public offering or on the Nasdaq National Market,
or any securities convertible into or exercisable or exchangeable for
common stock; or
. enter into any swap or other arrangement that transfers to another, in
whole or in part, any of the economic consequences of ownership of the
common stock, whether any such transaction described above is to be
settled by delivery of common stock or other securities, in cash, or
otherwise.
Donaldson, Lufkin & Jenrette Securities Corporation may choose to release
some of these shares from such restrictions prior to the expiration of the 180-
day lock-up period, although it has no current intention of doing so.
In addition, during such 180-day period, GetThere.com has also agreed not to
file any registration statement with respect to, and each of its executive
officers, directors and stockholders of GetThere.com have agreed not to make
any demand for, or exercise any right with respect to, the registration of any
shares of common stock or any securities convertible into or exercisable or
exchangeable for common stock without the prior written consent of Donaldson,
Lufkin & Jenrette Securities Corporation.
The following table sets forth the items of compensation considered to be
underwriting compensation under the rules of the National Association of
Securities Dealers:
<TABLE>
<CAPTION>
Total
-----------------------------
Per Without With
Share Over-Allotment Over-Allotment
<S> <C> <C> <C>
Underwriting fees paid by us............
Expenses payable by us..................
Additional underwriting compensation....
---- ---- ----
Total.................................
==== ==== ====
</TABLE>
Prior to the offering, there has been no established trading market for the
common stock. The initial public offering price of the shares of common stock
offered will be determined by negotiation among GetThere.com and the
underwriters. The factors to be considered in determining the initial public
offering price include:
. our history and the prospects for the industry in which we compete;
. our past and present operations;
. our historical results of operations;
. our prospects for future earnings;
. the recent market prices of securities of generally comparable companies;
and
. the general condition of the securities markets at the time of the
offering.
Other than in the United States, no action has been taken by GetThere.com or
the underwriters that would permit a public offering of the shares of common
stock offered in any jurisdiction where action for that purpose is required.
The shares of common stock offered may not be offered or sold, directly or
indirectly, nor may this prospectus or any other offering material or
advertisements in connection with the offer and sale of any such shares of
common stock be distributed or published in any jurisdiction, except under
circumstances that will result in compliance with the applicable rules and
regulations of such jurisdiction. Persons into whose
83
<PAGE>
possession this prospectus comes are advised to inform themselves about and
observe any restrictions relating to the offering and the distribution of this
prospectus. This prospectus does not constitute an offer to sell or a
solicitation of any offer to buy any shares of common stock offered in any
jurisdiction in which such an offer or a solicitation is unlawful.
In connection with the offering, the underwriters may engage in transactions
that stabilize, maintain or otherwise affect the price of the common stock.
Specifically, the underwriters may over-allot the offering, creating a
syndicate short position. The underwriters may bid for and stabilize the price
of the common stock. In addition, the underwriting syndicate may reclaim
selling concessions from syndicate members and selected dealers if they
repurchase previously distributed common stock in syndicate covering
transactions, in stabilizing transactions or otherwise. These activities may
stabilize or maintain the market price of the common stock above independent
market levels. The underwriters are not required to engage in these activities,
and may end any of these activities at any time.
A limited number of shares allocated to WR Hambrecht + Co will be distributed
in this offering through the use of the Internet. WR Hambrecht + Co will post
on its Web site (www.wrhambrecht.com) a brief description of the offering which
contains only the information permitted under Rule 134. Visitors to this Web
site will have access to the preliminary prospectus by links on the Web site.
WR Hambrecht + Co will accept conditional offers to purchase shares from
account holders that are determined eligible to participate. In the event that
the demand for shares exceeds the amount of shares allocated to it, WR
Hambrecht + Co will, at the request of GetThere.com, first allocate shares to
persons with an established relationship with GetThere.com. If any shares
remain, WR Hambrecht + Co will allocate them to individual and institutional
account holders, considering the following criteria: trading history of the
account with respect to initial public offerings, post-offering activity in
previous offerings and tenure of the account.
The underwriters have reserved for sale, at the initial public offering
price, up to 300,000 shares of the common stock to be sold in the offering for
officers, employees, advertisers, vendors and other persons selected by
GetThere.com. The underwriters have also reserved for sale, at the initial
public offering price, up to 500,000 shares of the common stock to be sold in
the offering to Covia, a wholly owned subsidiary of United Air Lines. The
number of shares available for sale to the general public will be reduced to
the extent Covia or these entities purchase these reserved shares. Any reserved
shares not so purchased will be offered by the underwriters to the general
public on the same basis as other shares sold in this offering.
WR Hambrecht + Co is an investment banking firm formed as a limited liability
company in February 1998. In addition to this offering, WR Hambrecht + Co has
engaged in the business of public and private equity investing and financial
advisory services since its inception. The chairman and chief executive officer
of WR Hambrecht + Co, William R. Hambrecht, has 40 years of experience in the
securities industry. Mr. Hambrecht is a director of GetThere.com and
beneficially owns 50,000 shares and options to acquire an additional 65,000
shares of GetThere.com common stock.
84
<PAGE>
LEGAL MATTERS
The validity of the shares of common stock being offered by GetThere.com will
be passed upon for GetThere.com by Gunderson Dettmer Stough Villeneuve Franklin
& Hachigian, LLP, Menlo Park, California, which has acted as our counsel in
connection with this offering. Certain legal matters in connection with this
offering will be passed upon for the underwriters by Brobeck, Phleger &
Harrison LLP, Palo Alto, California.
EXPERTS
The financial statements as of January 31, 1999 and 1998 and for each of the
three years in the period ended January 31, 1999 included in this Prospectus
have been so included in reliance on the reports of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firms as experts in
auditing and accounting.
ADDITIONAL INFORMATION
We have filed with the Securities and Exchange Commission a registration
statement on Form S-1 with respect to the common stock being offered. This
prospectus, which forms a part of the registration statement, does not contain
all of the information set forth in the registration statement. For further
information with respect to us and our common stock, reference is made to the
registration statement. Statements contained in this prospectus as to the
contents of any contract or other document are not necessarily complete, and,
in each instance, reference is made to the copy of such contract or document
filed as an exhibit to the registration statement, and each such statement is
qualified in all respects by such reference.
Copies of the registration statement may be examined without charge at the
Public Reference Section of the Securities and Exchange Commission, 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, and the Securities and
Exchange Commission's Regional Offices located at Seven World Trade Center,
13th Floor, New York, New York 10048 and Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of all or any portion of
the registration statement can be obtained from the Public Reference Section of
the Securities and Exchange Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549, upon payment of certain prescribed fees. The Securities and
Exchange Commission maintains a Web site that contains registration statements,
reports, proxy and information statements and other information regarding
registrants (including us) that file electronically. The address of such Web
site is http://www.sec.gov.
We intend to distribute annual reports containing audited financial
statements and will make copies of quarterly reports available for the first
three quarters of each fiscal year containing unaudited interim financial
statements.
85
<PAGE>
GETTHERE.COM, INC.
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Accountants.......................................... F-2
Balance Sheet.............................................................. F-3
Statement of Operations.................................................... F-4
Statement of Stockholders' Deficit......................................... F-5
Statement of Cash Flows.................................................... F-6
Notes to Financial Statements.............................................. F-7
</TABLE>
F-1
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders
of GetThere.com, Inc.
In our opinion, the accompanying balance sheet and the related statements of
operations, of stockholders' deficit and of cash flows present fairly, in all
material respects, the financial position of GetThere.com, Inc. at January 31,
1998 and 1999, and the results of its operations and its cash flows for each
of the three years in the period ended January 31, 1999, in conformity with
generally accepted accounting principles. These financial statements are the
responsibility of the Company's management; our responsibility is to express
an opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards, which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for the opinion expressed above.
/s/ PricewaterhouseCoopers LLP
San Jose, California
November 18, 1999
F-2
<PAGE>
GETTHERE.COM, INC.
BALANCE SHEET
(In thousands, except per share data)
<TABLE>
<CAPTION>
January 31, Pro Forma
----------------- July 31, July 31,
1998 1999 1999 1999
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
ASSETS
- ------
Current assets:
Cash and cash equivalents............ $ 1,332 $ 8,268 $ 3,306 $ 4,161
Short-term investments............... -- 7,534 3,235 3,235
Accounts receivable, net............. 774 1,203 863 863
Prepaid expenses and other current
assets.............................. 78 136 593 593
------- -------- -------- --------
Total current assets............... 2,184 17,141 7,997 8,852
Property and equipment, net............ 2,158 3,621 7,352 7,352
Other assets........................... 48 44 46 46
Restricted cash (Note 5)............... -- -- 805 805
Intangible assets...................... -- -- 2,739 2,739
------- -------- -------- --------
$ 4,390 $ 20,806 $ 18,939 $ 19,794
======= ======== ======== ========
LIABILITIES, REDEEMABLE
CONVERTIBLE PREFERRED STOCK
AND STOCKHOLDERS' EQUITY (DEFICIT)
- ----------------------------------
Current liabilities:
Borrowings........................... $ 469 $ 328 $ 234 $ 234
Accounts payable..................... 1,271 1,000 3,264 3,264
Accrued liabilities.................. 358 1,339 2,637 2,637
Deferred revenue..................... 755 1,072 1,120 1,120
Capital lease obligations, current... 173 1,313 2,945 2,945
------- -------- -------- --------
Total current liabilities.......... 3,026 5,052 10,200 10,200
Convertible note payable............... -- -- 1,650 1,650
Capital lease obligations, long-term... 434 3,235 5,364 5,364
------- -------- -------- --------
3,460 8,287 17,214 17,214
------- -------- -------- --------
Redeemable convertible preferred stock
and warrants (Note 6)................. 10,784 32,901 33,105 --
------- -------- -------- --------
Commitments (Note 5)
Stockholders' equity (deficit):
Common stock; $.0001 par value;
50,000 shares authorized; 3,920,
4,544 and 7,664 (unaudited) and
19,803 (unaudited) shares issued and
outstanding at January 31, 1998 and
1999, July 31, 1999 and pro forma,
respectively........................ -- -- -- 1
Additional paid-in capital........... 499 11,753 53,931 87,890
Note receivable from stockholders.... -- -- (2,707) (2,707)
Unearned compensation................ (370) (6,503) (36,628) (36,628)
Accumulated deficit.................. (9,983) (25,632) (45,976) (45,976)
------- -------- -------- --------
Total stockholders' equity
(deficit)......................... (9,854) (20,382) (31,380) 2,580
------- -------- -------- --------
$ 4,390 $ 20,806 $ 18,939 $ 19,794
======= ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-3
<PAGE>
GETTHERE.COM, INC.
STATEMENT OF OPERATIONS
(In thousands, except per share data)
<TABLE>
<CAPTION>
Fiscal Year Ended Six Months Ended
January 31, July 31,
-------------------------- -----------------
1997 1998 1999 1998 1999
(unaudited)
<S> <C> <C> <C> <C> <C>
Revenues:
Transaction................... $ 253 $ 2,098 $ 4,932 $ 2,090 $ 4,862
Professional service.......... 329 903 1,515 619 736
------- ------- -------- ------- --------
Total revenues.............. 582 3,001 6,447 2,709 5,598
Cost of revenues............... 134 1,680 4,292 1,623 3,973
------- ------- -------- ------- --------
Gross profit................... 448 1,321 2,155 1,086 1,625
------- ------- -------- ------- --------
Operating expenses:
Research and development...... 906 2,266 4,113 1,726 1,819
Sales and marketing........... 1,030 2,393 5,732 2,522 3,612
General and administrative.... 1,962 2,887 6,127 2,687 6,973
Stock-based compensation...... 20 103 2,005 561 9,416
------- ------- -------- ------- --------
Total operating expenses.... 3,918 7,649 17,977 7,496 21,820
------- ------- -------- ------- --------
Loss from operations........... (3,470) (6,328) (15,822) (6,410) (20,195)
Interest income (expense),
net........................... 33 (30) 173 (82) (149)
------- ------- -------- ------- --------
Net loss....................... (3,437) (6,358) (15,649) (6,492) (20,344)
Accretion of series B and C
redeemable convertible
preferred stock............... -- (51) (309) (105) (204)
------- ------- -------- ------- --------
Net loss attributable to common
stockholders.................. $(3,437) $(6,409) $(15,958) $(6,597) $(20,548)
======= ======= ======== ======= ========
Basic and diluted net loss per
share......................... $ (1.22) $ (1.81) $ (4.03) $ (1.73) $ (5.05)
======= ======= ======== ======= ========
Shares used in computing basic
and diluted net loss per
share......................... 2,827 3,537 3,957 3,823 4,071
======= ======= ======== ======= ========
Pro forma basic and diluted net
loss per share................ $ (1.05) $ (1.26)
======== ========
Shares used in computing pro
forma basic and diluted net
loss per share................ 14,917 16,199
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-4
<PAGE>
GETTHERE.COM, INC.
STATEMENT OF STOCKHOLDERS' DEFICIT
(In thousands)
<TABLE>
<CAPTION>
Note
Common Stock Additional Receivable Total
-------------- Paid-In from Unearned Accumulated Stockholders'
Shares Amount Capital Stockholders Compensation Deficit Deficit
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at January 31,
1996................... 3,000 $ -- $ 3 $ -- $ -- $ (188) $ (185)
Issuance of common
stock.................. 335 -- 34 -- -- -- 34
Issuance of restricted
common stock for
services............... 437 -- 59 -- (59) -- --
Issuance of warrant in
connection with
equipment lease line... -- -- 10 -- -- -- 10
Unearned compensation... -- -- 14 -- (14) -- --
Amortization of unearned
compensation........... -- -- -- -- 20 -- 20
Net loss................ -- -- -- -- -- (3,437) (3,427)
----- ----- ------- ------- -------- -------- --------
Balance at January 31,
1997................... 3,772 -- 120 -- (53) (3,625) (3,558)
Issuance of common stock
for services........... 40 -- 6 -- (6) -- --
Exercise of common stock
options................ 108 -- 10 -- -- -- 10
Accretion of series B
and C redeemable
convertible preferred
stock.................. -- -- (51) -- -- -- (51)
Unearned compensation... -- -- 414 -- (414) -- --
Amortization of unearned
compensation........... -- -- -- -- 103 -- 103
Net loss................ -- -- -- -- -- (6,358) (6,358)
----- ----- ------- ------- -------- -------- --------
Balance at January 31,
1998................... 3,920 -- 499 -- (370) (9,983) (9,854)
Issuance of restricted
common stock for
services............... 692 -- 1,118 -- (1,118) -- --
Issuance of warrant in
connection with
equipment lease line... -- -- 13 -- -- -- 13
Exercise of common stock
options................ 83 -- 12 -- -- -- 12
Issuance of common stock
option in connection
with preferred stock -- -- 3,400 -- -- -- 3,400
Accretion of series B
and C redeemable
convertible preferred
stock.................. -- -- (309) -- -- -- (309)
Unearned compensation... -- -- 7,035 -- (7,035) -- --
Amortization of unearned
compensation........... -- -- -- -- 2,005 -- 2,005
Forfeiture of common
stock.................. (151) -- (15) -- 15 -- --
Net loss................ -- -- -- -- -- (15,649) (15,649)
----- ----- ------- ------- -------- -------- --------
Balance at January 31,
1999................... 4,544 -- 11,753 -- (6,503) (25,632) (20,382)
Exercise of common stock
options in exchange for
notes receivable
(unaudited)............ 2,707 -- 2,707 (2,707) -- -- --
Issuance of restricted
common stock for
employment
(unaudited)............ 125 -- 1,186 -- (1,186) -- --
Issuance of warrant in
connection with
equipment and lease
line................... -- -- 15 -- -- -- 15
Exercise of common stock
options (unaudited).... 288 -- 119 -- -- -- 119
Accretion of series B
and C redeemable
convertible preferred
stock (unaudited)...... -- -- (204) -- -- -- (204)
Unearned compensation
(unaudited)............ -- -- 38,355 -- (38,355) -- --
Amortization of unearned
compensation
(unaudited)............ -- -- -- -- 9,416 -- 9,416
Net loss (unaudited).... -- -- -- -- -- (20,344) (20,344)
----- ----- ------- ------- -------- -------- --------
Balance at July 31, 1999
(unaudited)............ 7,664 $ -- $53,931 $(2,707) $(36,628) $(45,976) $(31,380)
===== ===== ======= ======= ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-5
<PAGE>
GETTHERE.COM, INC.
STATEMENT OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
Fiscal Year Ended Six Months Ended
January 31, July 31,
-------------------------- -----------------
1997 1998 1999 1998 1999
(unaudited)
<S> <C> <C> <C> <C> <C>
Cash flows from operating
activities:
Net loss....................... $(3,437) $(6,358) $(15,649) $(6,492) $(20,344)
Adjustments to reconcile net
loss to net cash used in
operating activities:
Depreciation and
amortization................ 119 413 1,462 633 1,828
Common stock issued for
services.................... 11 6 559 130 1,625
Amortization of unearned
compensation................ 9 97 1,446 431 7,791
Provision for doubtful
accounts.................... 74 82 508 212 115
Non-cash interest expense.... 20 72 261 137 175
Changes in assets and
liabilities:
Accounts receivable......... (209) (627) (937) (420) 345
Restricted cash............. -- -- -- -- (805)
Accounts payable............ 323 951 (271) (790) 2,264
Accrued liabilities......... (99) 259 981 803 564
Deferred revenue............ 164 591 317 394 48
Prepaid expenses and other
assets..................... 8 (73) (54) (137) (459)
------- ------- -------- ------- --------
Net cash used in operating
activities............... (3,017) (4,587) (11,377) (5,099) (6,853)
------- ------- -------- ------- --------
Cash flows from investing
activities:
Purchase of property and
equipment..................... (637) (2,006) (2,925) (1,914) (5,234)
Acquisition of businesses...... (100) -- -- -- (800)
Proceeds from sale of short-
term investments.............. -- -- -- -- 4,299
Purchase of short-term
investments................... -- -- (7,534) (5,126) --
------- ------- -------- ------- --------
Net cash used in investing
activities................ (737) (2,006) (10,459) (7,040) (1,735)
------- ------- -------- ------- --------
Cash flows from financing
activities:
Proceeds from issuance of
series A redeemable
convertible preferred stock... 4,200 -- -- -- --
Proceeds from issuance of
series B redeemable
convertible preferred stock
and warrants.................. -- 6,498 -- -- --
Proceeds from issuance of
series C redeemable
convertible preferred stock,
options and warrants.......... -- -- 25,208 25,208 --
Proceeds from borrowings on
capital lease obligations..... 118 494 3,972 3,261 4,308
Principal payments on capital
lease obligations............. (22) (125) (279) (113) (707)
Proceeds from (payment of) bank
borrowings.................... -- 469 (141) (47) (94)
Proceeds from issuance of
common stock.................. 34 10 12 5 119
------- ------- -------- ------- --------
Net cash provided by
financing activities..... 4,330 7,346 28,772 28,314 3,626
------- ------- -------- ------- --------
Net increase (decrease) in cash
and cash equivalents.......... 576 753 6,936 16,175 (4,962)
Cash and cash equivalents at
beginning of period........... 3 579 1,332 1,332 8,268
------- ------- -------- ------- --------
Cash and cash equivalents at
end of period................. $ 579 $ 1,332 $ 8,268 $17,507 $ 3,306
======= ======= ======== ======= ========
Supplemental disclosure of cash
flow information:
Cash paid for interest......... $ 19 $ 57 $ 339 $ 166 $ 220
======= ======= ======== ======= ========
Supplemental non-cash investing
and financing activities:
Warrants issued to acquire
redeemable convertible
preferred stock............... $ 10 $ 363 $ 4,139 $ 4,139 $ --
======= ======= ======== ======= ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-6
<PAGE>
GETTHERE.COM, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1--THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
The Company
GetThere.com, Inc. ("GetThere" or the "Company") was incorporated as Internet
Travel Network in California on August 7, 1995. The Company changed its name to
GetThere.com on July 15, 1999.
GetThere.com is a provider of Internet-based travel procurement and supply
solutions primarily for businesses and travel suppliers. The Company's
Internet-based solutions are designed to reduce current inefficiencies in the
travel procurement and supply process by decreasing the role of intermediaries,
such as travel agents, by providing customers with valuable travel information
and by streamlining the internal procurement and supply processes of the
Company's customers. The Company offers corporate customers a service that
allows the Corporation's employees to gain access to a restricted web site
where they can make travel reservations. GetThere.com customizes the web site,
provides the software and servers which processes the reservation, provides
reports on reservation activities, answers phone inquiries and either prints
and delivers tickets, or passes the reservation to the Company's travel agent
for ticketing. The Company offers Travel Suppliers and other customers a public
web site where customers can make travel reservations. GetThere.com provides
the software and servers that process the reservation, provides phone and email
based traveler support, prints and delivers tickets, and provides reporting on
travel activities.
Reincorporation
In August 1999, the Company's Board of Directors authorized the
reincorporation of the Company in the State of Delaware. As a result of the
reincorporation, the Company is authorized to issue 200 million shares of
$0.0001 par value common stock and 10,000,000 shares of $0.0001 par value
preferred stock. The Board of Directors has the authority to issue undesignated
preferred stock in one or more series and to fix the rights, preferences,
privileges and restrictions thereof. Share and per share information for each
of the periods presented has been retroactively adjusted to reflect the
reincorporation.
Unaudited interim results
The accompanying balance sheet as of July 31, 1999, the statement of
operations and of cash flows for the six months ended July 31, 1999 and 1998
and the statement of stockholders' deficit for the six months ended July 31,
1999 are unaudited. In the opinion of management, these statements have been
prepared on the same basis as the audited financial statements and include all
adjustments, consisting only of normal recurring adjustments, necessary for the
fair presentation of the results of these periods. The data disclosed in the
notes to the financial statements for these periods is unaudited.
Use of estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Revenue recognition
All revenues arise from providing internet-based services. Transaction
revenues are largely derived from on-line orders, hosting fees, advertising,
and traveler support services. Hosting fees are charged to gain access to the
Company's on-line travel reservation service. Support fees are charged to
customers who elect to utilize traveler support services, and are earned on
either a fixed monthly basis or per minute of call time used. Revenues from
F-7
<PAGE>
GETTHERE.COM, INC.
NOTES TO FINANCIAL STATEMENTS--(Continued)
on-line hotel and car reservations are recognized when the commission is
received. Revenues from on-line air travel reservations are recognized upon the
completion of the transaction. Completion is generally defined as either the
placement of an order with a third party supplier or the fulfillment of an
order by printing and delivering tickets, depending upon the nature of the
agreement with the customer. Hosting fees are recognized monthly when invoiced.
Advertising revenues are primarily derived from advertising contracts in which
the Company is obligated to provide a minimum number of "impressions" or times
that an advertisement is viewed. Advertising revenues are recognized as a
percentage of completion of the guaranteed minimum number of impressions is
achieved, provided that no significant obligations remain. If obligations
remain, revenues from advertising are deferred until such obligations are
fulfilled. Revenues from traveler support services are recognized as the
services are performed.
Professional service revenues are primarily derived from fees for
implementation and customization of customer web sites utilizing the Company's
technology. These fees are recognized over the term of the project based upon
the project's state of completion. Payments received in advance of the
performance of services are recorded as deferred revenue. Provisions are made
in full for any contracts during the period in which a loss on a particular
contract becomes probable.
Cost of Revenues
Cost of revenues is predominantly comprised of transaction and personnel
costs including software and telecommunications costs associated with operating
the Company's transaction systems, traveler support and travel service center.
Costs associated with outside consultants, commission sharing with ePartners,
content licensing, printing and delivery costs of tickets, computer reservation
service charges and advertising agency fees are also included as cost of
revenues. It is impracticable for the Company to allocate the costs of
facilities or other expense items that are not directly attributable to revenue
generation activities; these common costs and expenses are primarily included
in general and administrative expenses.
Cash, cash equivalents and short-term investments
The Company considers all highly liquid investments purchased with a maturity
of three months or less at the date of acquisition to be cash equivalents;
those with original maturities greater than three months and current maturities
less than twelve months from the balance sheet date are considered short-term
investments.
Both cash equivalents and short-term investments are considered available-
for-sale securities and are carried at cost, which approximates fair value. The
following schedule summarizes the estimated fair value of the Company's cash,
cash equivalents and short-term investments (in thousands):
<TABLE>
<CAPTION>
January 31, July 31,
------------- -----------
1998 1999 1999
(unaudited)
<S> <C> <C> <C>
Cash and cash equivalents:
Cash.................................................. $ 286 $ 367 $ --
Money market funds.................................... 1,046 3,725 3,306
Corporate debt securities............................. -- 4,176 --
------ ------ ------
$1,332 $8,268 $3,306
====== ====== ======
Short-term investments:
Certificates of deposit............................... $ 629 $ --
Corporate debt securities............................. 997 --
Foreign debt securities............................... 1,019 --
U.S. government debt securities....................... 4,889 3,235
------ ------
$7,534 $3,235
====== ======
</TABLE>
F-8
<PAGE>
GETTHERE.COM, INC.
NOTES TO FINANCIAL STATEMENTS--(Continued)
Concentration of credit risk
Financial instruments that potentially subject the Company to a concentration
of credit risk consist of cash, cash equivalents, short-term investments and
accounts receivable. Cash, cash equivalents and short-term investments are
deposited with high credit, quality financial institutions. The Company's
accounts receivable are derived from revenue earned from customers located
primarily in the United States. The Company performs credit evaluations of its
customers' financial condition and, generally, requires no collateral. The
Company maintains an allowance for doubtful accounts receivable based upon the
expected collectibility of such accounts.
For fiscal year 1997, Customers A and B accounted for 18% and 13% of the
Company's revenues, respectively. For fiscal year 1998, Customer B accounted
for 12% of the Company's revenues. For fiscal year 1999, Customer C accounted
for 25% of the Company's revenues. For the six months ended July 31, 1998 and
1999 (unaudited) Customer C accounted for 21% and 34% of the Company's revenue,
respectively. No other customer accounted for 10% or more of revenues during
fiscal years 1997, 1998 and 1999.
At January 31, 1998, Customers B, C and D accounted for 11%, 12% and 14% of
the total accounts receivable, respectively. At January 31, 1999, Customers C,
D and E accounted for 19%, 13% and 13% of the total accounts receivable,
respectively. At July 31, 1999, Customer C accounted for 23% (unaudited) of the
total accounts receivable. No other customer accounted for 10% or more of the
Company's total accounts receivable at the respective balance sheet dates.
Fair value of instruments
The Company's financial instruments including cash and cash equivalents,
short-term investments, accounts receivable, accounts payable and accrued
liabilities are carried at cost, which approximate fair value due to the short-
term maturity of these instruments. The carrying value of the Company's capital
leases approximate fair market value because of prevailing interest rates.
Redeemable preferred stocks are recorded at their redemption amounts which is
considered to approximate fair value.
Capitalization of internal-use software costs
In March 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-1 ("SOP 98-1"), "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use." SOP 98-1 is effective for
financial statements for years beginning after December 15, 1998 and provides
guidance on accounting for the costs incurred for computer software developed
or obtained for internal use including the requirement to capitalize specified
costs and amortization of such costs. The Company adopted the provisions of SOP
98-1 in its fiscal year beginning February 1, 1999.
Property and equipment
Property and equipment are stated at cost. Depreciation is computed using the
straight-line method over the estimated useful lives of the assets, generally
three years. Leasehold improvements are amortized over the shorter of the
remaining term of the lease or the estimated useful lives of the assets.
Impairment of long-lived assets
The Company periodically evaluates the carrying value of long-lived assets to
be held and used, including but not limited to, capital assets and intangible
assets, when events and circumstances warrant such a review. The carrying value
of a long-lived asset is considered impaired when the anticipated undiscounted
cash flow from such asset is separately identifiable and is less than its
carrying value. In that event, a loss is recognized
F-9
<PAGE>
GETTHERE.COM, INC.
NOTES TO FINANCIAL STATEMENTS--(Continued)
based on the amount by which the carrying value exceeds the fair value of the
long-lived asset. Fair value is determined primarily using the anticipated cash
flows discounted at a rate commensurate with the risk involved. Losses on long-
lived assets to be disposed of are determined in a similar manner, except that
fair values are reduced for the cost of disposal. No losses from impairment
have been recognized in the financial statements.
Advertising
Advertising is expensed as incurred. Advertising and public relations
expenses for the fiscal years ended January 31, 1997, 1998 and 1999 and for the
six months ended July 31, 1998 and 1999 totaled $401,000, $536,000, $1,077,000,
$461,000 (unaudited) and $545,000 (unaudited), respectively.
Stock-based compensation
The Company accounts for stock-based employee compensation arrangements in
accordance with the provisions of Accounting Principles Board Opinion No. 25
("APB 25"), "Accounting for Stock Issued to Employees" using the multiple
option approach and complies with the disclosure provisions of Statement of
Financial Accounting Standards No. 123 ("SFAS 123"), "Accounting for Stock-
Based Compensation."
The Company accounts for equity instruments issued to non-employees in
accordance with the provisions of SFAS 123 and the Emerging Issues Task Force
in Issue No. 96-18, "Accounting for Equity Instruments That Are Issued to Other
Than Employees for Acquiring, or In Conjunction with Selling, Goods or
Services."
Income taxes
Income taxes are accounted for using an asset and liability approach which
requires the recognition of taxes payable or refundable for the current year
and deferred tax liabilities and assets for the future tax consequences of
events that have been recognized in the Company's financial statements or tax
returns. The measurement of current and deferred tax liabilities and assets are
based on provisions of the enacted tax law; the effects of future changes in
tax laws or rates are not anticipated. The measurement of deferred tax assets
is reduced, if necessary, by the amount of any tax benefits that, based on
available evidence, are not expected to be realized.
Net loss per share
The Company computes net loss per share in accordance with Statement of
Financial Accounting Standards No. 128 ("SFAS 128"), "Earnings per Share" and
SEC Staff Accounting Bulletin No. 98 ("SAB 98"). Under the provisions of SFAS
128 and SAB 98, basic net loss per share is computed by dividing the net loss
attributed to common stockholders for the period by the weighted average number
of shares of common stock outstanding during the period excluding shares of
Common Stock subject to repurchase. Such shares of common stock subject to
repurchase aggregated:
<TABLE>
Year Ended January 31, Six Months Ended July 31,
---------------------------------------------- --------------------------------------
1997 1998 1999 1998 1999
(Unaudited)
<S> <C> <C> <C> <C>
318,409 275,464 401,831 646,178 3,033,378
</TABLE>
These shares primarily vest with the passage of time subject to continued
employment by certain executives.
F-10
<PAGE>
GETTHERE.COM, INC.
NOTES TO FINANCIAL STATEMENTS--(Continued)
The following table sets forth the computation of basic and diluted net loss
per share for the periods indicated:
<TABLE>
<CAPTION>
Year Ended January 31, Six Months Ended July 31,
-------------------------------------- -------------------------
1997 1998 1999 1998 1999
(unaudited)
<S> <C> <C> <C> <C> <C>
Numerator:
Net loss attributable
to common
stockholders......... $(3,437,000) $(6,409,000) $(15,788,000) $(6,534,000) $(20,449,000)
Denominator:
Weighted average
shares............... 3,201,768 3,873,540 4,474,073 4,420,963 5,423,907
Weighted average
unvested shares of
common stock subject
to repurchase........ (374,484) (337,005) (516,681) (597,882) (1,352,820)
----------- ----------- ------------ ----------- ------------
Denominator for basic
and diluted
calculation............ 2,827,284 3,536,535 3,957,392 3,823,081 4,071,087
=========== =========== ============ =========== ============
Net loss per share:
Basic and diluted..... $ (1.22) $ (1.81) $ (3.99) $ (1.71) $ (5.02)
=========== =========== ============ =========== ============
</TABLE>
The following table sets forth potential shares of common stock that are not
included in the diluted net loss per share calculation above because to do so
would be anti-dilutive for the periods indicated:
<TABLE>
<CAPTION>
Year Ended January 31, Six Months Ended July 31,
------------------------------ -------------------------
1997 1998 1999 1998 1999
(unaudited)
<S> <C> <C> <C> <C> <C>
Weighted average effect of
common stock equivalents
Series A preferred
stock.................. 2,764,787 3,705,991 3,705,991 3,705,991 3,705,991
Series B preferred
stock.................. -- 3,098,938 3,914,448 3,914,448 3,914,448
Series C preferred
stock.................. -- -- 2,948,085 1,370,292 4,110,875
Warrants and options to
purchase
redeemable convertible
preferred stock........ 13,235 351,386 2,814,579 1,857,594 3,772,171
Shares of common stock
subject
to repurchase.......... 374,484 337,005 516,681 597,882 1,352,820
Common stock options.... 57,156 544,136 1,188,637 1,032,144 3,197,445
--------- --------- ---------- ---------- ----------
3,209,662 8,037,456 15,088,421 12,478,351 20,053,750
========= ========= ========== ========== ==========
</TABLE>
Pro forma net loss per share (unaudited)
Pro forma net loss per share is computed using the weighted average number of
shares of common stock outstanding, including the pro forma effects of the
automatic conversion of the Company's series A, B and C preferred stock and the
exercise of series B and E warrants into shares of the Company's common stock
effective upon the closing of the Company's initial public offering as if such
conversion occurred at the beginning of the period, or at the date of issuance,
if later. The resulting pro forma adjustment for the fiscal year ended January
31, 1999 and the six months ended July 31, 1999 includes (i) an increase in the
weighted average shares used to compute the basic net loss per share of
10,959,969 and 12,127,654, respectively, and (ii) a decrease in the net loss
attributable to common stockholders for the accretion of redeemable convertible
preferred stock of $309,000 and $105,000, respectively. The calculation of
diluted net loss per share excludes
F-11
<PAGE>
GETTHERE.COM, INC.
NOTES TO FINANCIAL STATEMENTS--(Continued)
potential shares of common stock as the effect of their inclusion would be
antidilutive. Pro forma potential common stock consists of common stock subject
to repurchase rights and incremental shares of common stock issuable upon the
exercise of stock options.
Pro forma stockholders' equity (unaudited)
Effective upon the closing of the Company's initial public offering, the
outstanding shares of series A, B and C preferred stock will automatically
convert into 3,705,991, 3,914,448, 4,110,875 shares of common stock,
respectively. In addition, 407,852 warrants to purchase Series B and E
preferred stock will be exercised to purchase the same number of shares of
common stock. Proceeds from this exercise will total $855,000. Also effective
upon the closing of the Company's initial public offering, the outstanding
warrants for 17,647, 86,225 and 3,281,090 shares of series A, B and C preferred
stock, respectively, will automatically convert to outstanding warrants for the
same number of shares of common stock. The pro forma effects of these
transactions are unaudited and have been reflected in the accompanying pro
forma balance sheet at July 31, 1999.
Comprehensive income
Effective February 1, 1998, the Company adopted the provisions of Statements
of Financial Accounting Standard No. 130 ("SFAS 130"), "Reporting Comprehensive
Income". SFAS 130 establishes standards for reporting comprehensive income and
its components in financial statements. Comprehensive income, as defined,
includes all changes in equity (net assets) during a period from nonowner
sources. To date, the Company has not had any transactions that are required to
be reported in comprehensive income.
Segment information
Effective February 1, 1998, the Company adopted the provisions of Statement
of Financial Accounting Standards No. 131 ("SFAS 131"), "Disclosures about
Segments of an Enterprise and Related Information." The Company identifies its
operating segments based on business activities and management responsibility.
During the fiscal years ended January 31, 1997, 1998 and 1999, the Company
operated in a single business segment providing internet-based services.
Recent accounting pronouncements
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This statement establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. SFAS No.
133 is effective for all fiscal quarters beginning with the quarter ending July
31, 1999. In July 1999, the FASB issued SFAS No. 137, "Accounting for
Derivative Instruments and Hedging Activities--Deferral of the Effective Date
of FASB Statement No. 133" which deferred the effective date until the fiscal
quarter ending July 31, 2000. The adoption of SFAS No. 133 is not expected to
have a material effect on the Company's results of operations, financial
position or cash flows.
In April 1998, the AICPA issued SOP 98-5 "Reporting on the Costs of Start-Up
Activities." Start-up activities are defined broadly as those one-time
activities related to opening a new facility, introducing a new product or
service, commencing some new operation or organizing a new entity. Under SOP
98-5, the cost of start-up activities should be expensed as incurred. SOP 98-5
is effective February 1, 1999 and the Company does not expect its adoption to
have a material effect on their combined results of operations, financial
position or cash flows.
F-12
<PAGE>
GETTHERE.COM, INC.
NOTES TO FINANCIAL STATEMENTS--(Continued)
NOTE 2--RELATED PARTY TRANSACTIONS:
In September 1997, the Company and United Air Lines entered into a service
agreement with an initial term of one year with renewal options. Under the
terms of the agreement, the Company receives a fixed fee of $3.00 per
transaction processed together with additional variable amounts due for
telephone call support and maintenance services. During the fiscal years ended
January 31, 1998 and 1999 and the six months ended July 31, 1998 and 1999, the
Company provided services to United Air Lines, an investor of the Company.
Services provided to the investor totaled (in thousands):
<TABLE>
<CAPTION>
Six Months
Year Ended Ended
January 31, July 31,
------------- -------------
1998 1999 1998 1999
<S> <C> <C> <C> <C>
Transaction revenues............................ $ 47 $1,143 $ 488 $1,633
Professional service revenues................... 145 351 83 258
------ ------ ------ ------
Total $ 192 $1,494 $ 571 $1,891
====== ====== ====== ======
</TABLE>
Amounts due from the investor totaled $111,000, $336,000 and $322,000
(unaudited) at January 31, 1998 and 1998 and July 31, 1999, respectively. There
were no material related party transactions in fiscal 1997.
NOTE 3--BALANCE SHEET COMPONENTS:
<TABLE>
<CAPTION>
January 31, July 31,
--------------- -----------
1998 1999 1999
(in thousands) (unaudited)
<S> <C> <C> <C>
Accounts receivable:
Accounts receivable........................... $ 929 $ 1,743 $ 1,400
Less: Allowance for doubtful accounts......... (155) (540) (537)
------ ------- -------
$ 774 $ 1,203 $ 863
====== ======= =======
Property and equipment, net:
Computer equipment............................ $2,367 $ 4,055 $ 8,988
Furniture and fixtures........................ 311 537 657
Leasehold improvements........................ 12 1,023 1,529
------ ------- -------
2,690 5,615 11,174
Less: Accumulated depreciation and
amortization................................. (532) (1,994) (3,822)
------ ------- -------
$2,158 $ 3,621 $ 7,352
====== ======= =======
Equipment subject to capital leases included above, totaled $2,161,000,
$5,244,000 and $9,448,000 (unaudited) at January 31, 1998 and 1999 and July 31,
1999, respectively. Accumulated amortization on such equipment totaled
$400,000, $1,614,000 and $2,817,000 (unaudited) at January 31, 1998 and 1999
and July 31, 1999, respectively.
<CAPTION>
January 31, July 31,
--------------- -----------
1998 1999 1999
(in thousands) (unaudited)
<S> <C> <C> <C>
Accrued liabilities:
Payroll and related expenses.................. $ 250 $ 724 $ 683
Acquisition accruals.......................... -- -- 616
Other......................................... 108 615 1,338
------ ------- -------
$ 358 $ 1,339 $ 2,637
====== ======= =======
</TABLE>
F-13
<PAGE>
GETTHERE.COM, INC.
NOTES TO FINANCIAL STATEMENTS--(Continued)
NOTE 4--BORROWINGS:
In April 1997, the Company entered into a financing agreement with a bank,
which provides for a term loan with borrowings up to $500,000 of capital
expenditure purchases. The outstanding principal balance is due in equal
monthly installments of $16,000 ending on October 2000 together with interest
at the bank's prime rate plus 1.75% (9.5% at January 31, 1999). At January 31,
1999, $328,000 was outstanding under this term loan.
Borrowings are secured by all of the Company's assets except leased assets.
The term loan requires the Company to meet certain financial covenants
including quick ratio, tangible net worth and profitability requirements. At
January 31, 1999, the Company was in compliance with the covenants of this
agreement.
Equipment lease line
In April 1996, the Company entered into an equipment financing arrangement
which provided for borrowings of up to $250,000, secured by the assets
acquired. In conjunction with the financing agreement, the Company issued a
warrant to purchase 17,647 additional shares of series A redeemable convertible
preferred stock with an exercise price of $1.1333 per share. The warrant can be
exercised up to the earlier of May 2003 and two years from the effective date
of the Company's initial public offering. The Company determined that the fair
value of the warrant approximated $10,000 using the Black Scholes model and has
recorded the fair value as additional interest expense. In February 1998, the
Company extended the equipment lease line to $3,250,000 through January 1999.
The conditions and covenants of the extended agreement remain unchanged from
the previous agreement. In association with this extension, the Company issued
a warrant to purchase 54,216 shares of series B redeemable convertible
preferred stock for $1.66 per share. The Company determined that the fair value
of the warrant approximated $13,000 using the Black Scholes model and has
recorded the fair value as additional interest expense.
In March 1997, the Company entered into another equipment financing
arrangement which provided for borrowings of up to $500,000, secured by the
assets acquired. In February 1998, the Company extended the equipment lease
line to $2,100,000 through January 1999. The conditions and covenants of the
extended agreement remain unchanged from the previous agreement. In association
with this extension, the Company issued warrants to purchase 28,916 shares of
series B redeemable convertible preferred stock for $1.66 per share. The
Company determined the fair value of the warrant approximated $15,000 using the
Black Scholes model and has recorded the fair value as additional interest
expense.
In June 1999, the Company entered into an agreement to extended the Company's
then current $3,250,000 equipment lease line to $5,750,000 through June 2000.
The conditions and covenants of the extended agreement remain unchanged from
the previous agreement. In association with this extension, the Company issued
warrants to purchase 19,500 shares of series B convertible preferred stock at a
price equal to 85% of the next financing in excess of $10,000,000. The Company
will determine the fair value of the warrant using the Black Scholes model and
will record the fair value as additional interest expense during the quarter
ending October 31, 1999.
NOTE 5--COMMITMENTS:
Leases
The Company leases office space and equipment under noncancelable operating
and capital leases with various expiration dates through the year 2004. Rent
expense for the years ended January 31, 1997, 1998 and 1999 and for the six
months ended July 31, 1998 and 1999 totaled $99,000, $196,000, $463,000,
$197,000 (unaudited) and $467,000 (unaudited), respectively.
F-14
<PAGE>
GETTHERE.COM, INC.
NOTES TO FINANCIAL STATEMENTS--(Continued)
In May 1999, the Company entered into an operating lease for new office
facilities in Menlo Park, California that expires in May 2004. Under the terms
of this agreement, $805,000 of cash was pledged as collateral on an outstanding
letter of credit and was classified as restricted cash at July 31, 1999
(unaudited). The restricted cash balance will be reduced by $109,000 after the
first year of the lease and by $174,000 each year thereafter provided no event
of default has occurred. The Company was in compliance with such covenants at
July 31, 1999 (unaudited).
In association with the lease arrangement, the Company issued warrants to
purchase 16,407 share of series E convertible preferred stock at an exercise
price equal to the next equity financing or $10 per share if the Company fails
to close a financing by September 30, l999. The Company determined that the
fair value of the warrant approximated $28,000 using the Black Scholes model
with an exercise price of $10 and has recorded the fair value as additional
interest expense in the second quarter of fiscal 2000.
Future minimum lease payments under all noncancelable operating and capital
leases, as of January 31, 1999 and including a new office space operating lease
executed in May, 1999, are as follows:
<TABLE>
<CAPTION>
Capital Operating
Leases Leases
Fiscal Year Ending January 31, ------- ---------
(in thousands)
<S> <C> <C>
2000....................................................... $1,633 $1,103
2001....................................................... 1,926 1,420
2002....................................................... 1,438 1,375
2003....................................................... 102 1,419
2004....................................................... -- 1,468
Thereafter................................................. -- 495
------ ------
5,099 $7,280
======
Less: Amount representing interest......................... 551
------
4,548
Less: Current portion...................................... 1,313
------
Long-term portion of capital lease obligations............. $3,235
======
</TABLE>
The Company has entered into employment agreements with certain officers and
employees of the Company. The agreements generally provide for annual bonuses
and incentive stock options as determined by the board of directors as well as
covenants not-to-compete during the employment term and for a period
thereafter. The employment agreements also generally provide for severance in
the event the individual is terminated without cause.
NOTE 6--REDEEMABLE CONVERTIBLE PREFERRED STOCK AND WARRANTS:
At January 31, 1999 and July 31, 1999 (unaudited), redeemable convertible
preferred stock consisted of the following:
<TABLE>
<CAPTION>
Liquidation
Shares and
---------------------- Redemption
Series Designated Outstanding Amount
<S> <C> <C> <C>
A......................................... 4,000,000 3,705,991 $ 4,200,000
B......................................... 4,500,000 3,914,448 6,498,000
C......................................... 10,099,998 4,110,875 21,068,000
D1........................................ 1 -- --
D2........................................ 1 -- --
---------- ---------- -----------
18,600,000 11,731,314 $31,766,000
========== ========== ===========
</TABLE>
F-15
<PAGE>
GETTHERE.COM, INC.
NOTES TO FINANCIAL STATEMENTS--(Continued)
The holders of redeemable convertible preferred stock are entitled to various
rights and preferences as follows:
Voting
Each share of series A, B, C, D1, D2, D3 and E has voting rights equal to the
equivalent number of shares of common stock into which it is convertible. The
holders of series D1, D2 and D3 also have the right to each elect one Board
seat.
Dividends
Holders of series A, B, C and E redeemable convertible preferred stock are
entitled to receive noncumulative dividends at the per annum rate of $0.079331,
$0.1162, $0.35875 and $0.875 per share, respectively, when and if declared by
the board of directors. These dividends are payable in preference to any
declaration or payment of any dividend on common stock, series D1 convertible
preferred stock, series D2 convertible preferred stock or series D3 convertible
preferred stock. The board from inception through January 31, 1999 has declared
no dividends on the redeemable convertible preferred stock or common stock.
Liquidation
In the event of any liquidation, dissolution or winding up of the Company,
including a merger, acquisition or sale of assets where the beneficial owners
of the Company's common stock and redeemable convertible preferred stock own
less than a majority of the resulting voting power of the surviving entity, the
holders of series A, B, C, D1, D2, D3 and E are entitled to receive an amount
equal to $1.1333, $1.66, $5.125, $10, $10, $12.50 and $12.50 per share plus any
declared but unpaid dividends, respectively. If the assets and funds thus
distributed are insufficient to permit full payment, all assets and funds will
be distributed ratably among the holders of series A, B, C, D1, D2, D3 and E
convertible preferred stock in proportion to their full preferential amounts.
After payment has been made to the holders of the redeemable convertible
preferred stock, all remaining assets of the Company will be distributed
ratably among the holders of all classes of stock based on the number of shares
held by each holder. Distribution rights for the holders of the redeemable
convertible preferred stock, as described, will cease at such time as the
holders of the series A and B shares receive an aggregate of $4.5332 and $4.98
per share, respectively.
Redemption
Upon the request of the holders of the majority of the outstanding shares of
series A, B, C, and E at any time prior to sixty days before April 23, 2002,
the shares are redeemable in four annual installments beginning not earlier
than April 23, 2002 and continuing thereafter on the first, second and third
anniversaries of the initial redemption date. The shares may be redeemed at a
price equal to the original issue price, subject to adjustments for dilution
and declared and unpaid dividends. The difference between the carrying value
and the redemption value of the redeemable convertible preferred stock results
primarily from the value attributed to the series B warrants and series C
options granted.
Conversion
Each share of series A, B, C, D1, D2, D3 and E redeemable convertible
preferred stock is convertible, at the option of the holder, according to a
conversion ratio, subject to adjustment for dilution. Each share of series A,
B, C, D1, D2, D3 and E redeemable convertible preferred stock automatically
converts into the number of shares of common stock into which such shares are
convertible at the then effective conversion ratio (currently one to one) upon:
(1) the closing of a public offering of common stock at a price per share of at
least $6.50 with gross proceeds of at least $15,000,000, or (2) the consent of
the holders of at least 75% of redeemable convertible preferred stock.
F-16
<PAGE>
GETTHERE.COM, INC.
NOTES TO FINANCIAL STATEMENTS--(Continued)
Warrants and Options for Redeemable Convertible Preferred Stock
In connection with the issuance of series B redeemable convertible preferred
stock on April 17, 1997, the Company issued warrants to purchase 391,445
additional shares of series B redeemable convertible preferred stock with an
exercise price of $1.66 per share. The warrants can be exercised prior to April
2002. The Company determined the fair value of the warrants approximated
$338,000 using the Black Scholes pricing model. As discussed above, this amount
is being accreted ratably over the life of the instrument.
In April 1997, the Company issued a warrant to purchase 30,120 additional
shares of series B redeemable convertible preferred stock with an exercise
price of $1.66 per share in conjunction with a banking arrangement. The warrant
can be exercised prior to April 15, 2002. The Company determined the fair value
of the warrants approximated $25,000 and has recorded the fair value as
additional interest expense in 1997.
In connection with the issuance of series C redeemable convertible preferred
stock in May 1998, the Company is required, at the request of the holder, to
immediately issue a warrant to purchase 807,698 additional shares of series C
redeemable convertible preferred stock with an exercise price of $0.01 per
share. Proceeds from the warrant totaled $4,139,000. The Company determined
that the fair value of the warrant approximated the proceeds using the Black
Scholes pricing model and included such amount in redeemable convertible
preferred stock in the fiscal 1999 financial statements. The warrant is
exercisable immediately and has an indefinite exercise period. Upon the closing
of a public offering in which the Company's outstanding series C redeemable
convertible preferred stock is converted into common stock, the warrant will be
exercisable for the number of shares of common stock that would have resulted
from the conversion of the warrant immediately prior to such public offering.
In addition, on this date the Company granted the holder an option to purchase,
at its choice, up to 2,473,392 shares of series C preferred stock at a price of
$5.125 per share or, for a purchase price of $5.125 per share, a warrant to
purchase up to 2,473,392 shares of series C preferred stock at an exercise
price of $0.01 per share. As a result of an unsatisfied contingency, the holder
currently has the right to receive either an option to purchase 1,424,539
shares of series C preferred stock or a warrant to purchase 1,424,539 shares of
series C preferred stock. These options terminate on the earlier of November
10, 2000 or the date the Company is acquired. The Company valued the fixed
portion of the option grant on the date of issuance at approximately $3.4
million using the Black Scholes pricing model. As discussed above, a portion of
the total proceeds received was allocated to this instrument which resulted in
a discount on the series C preferred stock that is being accreted ratably over
the period from issuance until the first redemption date.
NOTE 7--COMMON STOCK:
The Company's amended Certificate of Incorporation authorizes the issuance of
50,000,000 shares of $.0001 par value common stock. The Company had reserved
shares of the authorized common stock for future issuance as follows:
<TABLE>
<CAPTION>
January 31, July 31,
1999 1999
(unaudited)
<S> <C> <C>
Conversion of series A preferred Stock............... 4,000,000 4,000,000
Conversion of series B preferred Stock............... 4,500,000 4,500,000
Conversion of series C preferred Stock............... 10,099,998 10,098,998
Conversion of series D1 preferred Stock.............. 1 1
Conversion of series D2 preferred Stock.............. 1 1
Exercise of stock options under stock option plan.... 2,601,190 7,491,190
---------- ----------
21,201,190 26,090,190
========== ==========
</TABLE>
F-17
<PAGE>
GETTHERE.COM, INC.
NOTES TO FINANCIAL STATEMENTS--(Continued)
The Company has granted stock to certain founders and employees under a
restricted stock plan. As of July 31, 1999, the Company had 340,689 shares of
common stock that were subject to certain repurchase rights by the Company. The
Company's right to repurchase such shares declines on a percentage basis,
usually over three years, based on the length of the employees continual
employment with the Company.
NOTE 8--EMPLOYEE BENEFIT PLANS:
401(k) Savings Plan
The Company has a savings plan (the "Savings Plan") that qualifies as a
deferred salary arrangement under Section 401(k) of the Internal Revenue Code.
Under the Savings Plan, participating employees may defer a percentage (not to
exceed 25%) of their eligible pretax earnings up to the Internal Revenue
Service's annual contribution limit. All employees on the United States payroll
of the Company are eligible to participate in the Savings Plan. The Company is
not required to contribute to the Savings Plan and has made no contributions
since the plan's inception.
Stock Option Plan
In May, 1996, the Company's board of directors adopted the 1996 Stock Option
Plan (the "Plan") under which 1,341,190 shares of the Company's common stock
had been reserved for issuance of options. The Plan provides for the granting
of options to employees and consultants of the Company. In the fiscal years
ended January 31, 1998 and 1999 and for the six months ended July 31, 1999, the
Company had reserved an additional 800,000 shares, 460,000 shares and 4,890,000
shares (unaudited), respectively, for issuance under the Plan. Options granted
under the Plan may be either incentive stock options ("ISO") or nonqualified
stock options ("NSO"). ISOs may be granted only to Company employees (including
officers and directors). NSOs may be granted either to Company employees or
consultants.
At the July 27, 1999 meeting, the board of directors approved an increase in
the maximum number of shares of common stock authorized for issuance under the
1996 Stock Incentive Plan from 7,491,190 to 12,491,190 shares. This amendment
requires stockholder approval.
Options under the plans may be granted for periods up to ten years and at
prices no less than 85% of the estimated fair value of the shares on the date
of grant as determined by the Board of Directors provided, however, that (i)
the exercise price of an ISO may not be less than 100% of the estimated fair
value of the shares on the date of grant, and (ii) the exercise price of an ISO
granted to a 10% shareholder may not be less than 110% of the estimated fair
value of shares on the date of grant. Options are exercisable immediately,
subject to repurchase rights held by the Company which lapse over a maximum
period of ten years, at such times and under such conditions as determined by
the board of directors. Options generally vest at a rate of 12.5% after six
months and 2.08% per month thereafter.
F-18
<PAGE>
GETTHERE.COM, INC.
NOTES TO FINANCIAL STATEMENTS--(Continued)
The following table summarizes the activity under the Plan for the fiscal
years ended January 31, 1998, 1999 and the six months ended July 31, 1999:
<TABLE>
<CAPTION>
Fiscal Year Ended January 31,
--------------------------------------------------------- Six Months Ended
1997 1998 1999 July 31, 1999
----------------- ------------------- ------------------- --------------------
Weighted Weighted Weighted Weighted
Average Average Average Average
Exercise Exercise Exercise Exercise
Shares Price Shares Price Shares Price Shares Price
(unaudited)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Outstanding at beginning
of period.............. -- $ -- 448,950 $0.10 1,081,525 $0.14 2,085,292 $0.65
Granted................. 477,350 0.10 965,350 0.15 1,554,250 0.83 5,024,047 1.35
Exercised............... -- -- (108,261) 0.10 (82,933) 0.13 (2,994,930) 0.94
Cancelled............... (28,400) 0.10 (224,514) 0.11 (467,550) 0.18 (332,599) 0.81
------- --------- --------- ----------
Outstanding at end of
period................. 448,950 0.10 1,081,525 0.14 2,085,292 0.65 3,781,810 1.33
======= ========= ========= ==========
Options exercisable at
end of period.......... 448,950 1,081,525 1,915,292 3,511,810
======= ========= ========= ==========
Weighted average fair
value of options
granted during the
period................. $0.07 $0.81 $3.88 $6.80
===== ===== ===== =====
</TABLE>
Certain of the options exercised during the six months ended July 31, 1999
were issued in exchange for notes receivable, which are full recourse and
additionally collateralized by the underlying shares of common stock and other
personal property. These notes receivable are payable on the earlier of June
21, 2004 or 180 days after the borrower's employment with the Company
terminates for any reason and bear interest at rates ranging from 5.22% to
5.37% of the unpaid principal balance each year. These notes receivable have
been included in stockholders' equity.
The following table summarizes information about stock options outstanding
and exercisable at January 31, 1999:
<TABLE>
<CAPTION>
Options Outstanding at Options Exercisable
January 31, 1999 at January 31, 1999
-------------------------------- --------------------
Weighted
Average
Remaining Weighted Weighted
Number of Contractual Average Number of Average
Shares Life Exercise Shares Exercise
Exercise Prices Outstanding (Years) Price Exercisable Price
<S> <C> <C> <C> <C> <C>
$ 0.10................ 233,750 7.9 $0.10 233,750 $0.10
$ 0.16................ 455,086 8.8 $0.16 455,086 $0.16
$ 0.60................ 366,456 9.3 $0.60 366,456 $0.60
$ 1.00................ 1,030,000 9.8 $1.00 860,000 $1.00
--------- ---------
2,085,292 1,915,292
========= =========
</TABLE>
F-19
<PAGE>
GETTHERE.COM, INC.
NOTES TO FINANCIAL STATEMENTS--(Continued)
The following table summarizes information about stock options outstanding
and exercisable at July 31, 1999 (unaudited):
<TABLE>
<CAPTION>
Options Exercisable
Options Outstanding at July 31, 1999 at July 31, 1999
-------------------------------------- --------------------
Weighted
Average
Remaining Weighted Weighted
Number of Contractual Average Number of Average
Shares Life Exercise Shares Exercise
Exercise Prices Outstanding (Years) Price Exercisable Price
<S> <C> <C> <C> <C> <C>
$ 0.10................ 152,202 7.3 $0.10 152,202 $0.10
$ 0.16................ 280,442 8.2 $0.16 280,442 $0.16
$ 0.60................ 329,216 8.8 $0.60 329,216 $0.60
$ 1.00................ 2,519,050 9.6 $1.00 2,249,050 $1.00
$ 3.00................ 311,400 10.0 $3.00 311,400 $3.00
$ 7.00................ 189,500 10.0 $7.00 189,500 $7.00
--------- ---------
3,781,810 3,511,810
========= =========
</TABLE>
Fair value disclosures
Had compensation costs for the Company's option plan been determined based on
the fair value at the grant dates using the minimum value model as prescribed
by SFAS 123, the Company's pro forma net loss for the fiscal years ended
January 31, 1997, 1998 and 1999 would have been $(3,942,000), $(6,440,000) and
$(16,543,000), respectively, which represents an increase in the net loss
attributable to common stockholders of $(5,000), $(31,000) and $(755,000),
respectively. In addition, the pro forma basic and diluted net loss per share
under SFAS 123 would have been $(1.22), $(1.82) and $(4.18), respectively for
the periods presented. The fair value of each option is estimated on the date
of grant using the minimum value method with the following assumptions:
<TABLE>
<CAPTION>
Fiscal Year Ended
January 31,
-------------------
1997 1998 1999
<S> <C> <C> <C>
Expected life (years)................................... 4 4 4
Risk-free interest rate................................. 6.23% 6.48% 5.14%
Dividend yield.......................................... 0% 0% 0%
</TABLE>
Because the determination of the fair value granted after the Company becomes
a public entity will include an expected volatility factor and because
additional option grants are expected to be made each year, the compensation
expense for the three years ended January 31, 1999 are not representative of
the pro forma effects of option grants on reported net income (loss) for future
years.
Unearned compensation
In connection with certain stock option grants the Company recognized
unearned compensation which is being amortized over the vesting periods of the
related options, usually four years. The total unearned compensation recorded
by the Company from August 7, 1995 (inception) through July 31, 1999 was
$47,159,000. The fair value per share used to calculate unearned compensation
was derived by reference to the preferred stock values, reduced by a nominal
discount factor. Future compensation charges are subject to reduction for any
employee who terminated employment prior to the expiration of such employee's
option vesting period. The amortization of unearned compensation during the
fiscal year ended January 31, 1997, 1998
F-20
<PAGE>
GETTHERE.COM, INC.
NOTES TO FINANCIAL STATEMENTS--(Continued)
and 1999 and the six months ended July 31, 1999 totaled $5,000, $87,000,
$1,919,000 and $8,753,000 (unaudited), respectively. Additionally, the Company
recorded unearned compensation for restricted common stock granted to service
providers, which is being amortized over the related vesting period.
NOTE 9--INCOME TAXES:
No provision for income taxes was recorded from inception through January 31,
1999 as the Company incurred net operating losses during the period.
The components of the Company's net deferred tax assets consist of the
following:
<TABLE>
<CAPTION>
January 31,
----------------
1998 1999
(in thousands)
<S> <C> <C>
Net operating loss carryforwards........................... $ 3,082 $ 7,920
Other reserves and accruals................................ 215 545
------- -------
Total deferred tax assets.................................. 3,297 8,465
Less: valuation allowance.................................. (3,297) (8,465)
------- -------
$ -- $ --
======= =======
</TABLE>
Management believes, based on the available objective evidence, that
sufficient uncertainty exists regarding the realization of the deferred tax
assets such that a full valuation allowance has been recorded.
At January 31, 1999, the Company had approximately $19,800,000 of federal and
$13,750,000 of state net operating tax loss carryforwards available to offset
future taxable income. Such carryforwards expire in varying amounts through
2019. Under the Tax Reform Act of 1986, the amounts of and the benefit from net
operating loss carryforwards may be impaired or limited in certain
circumstances. Events which may cause limitations in the utilization of net
operating losses in any one year include, but are not limited to, a cumulative
stock ownership change of greater than 50%, as defined, over a three year
period. Such change may have occurred as a result of the preferred stock
issuances.
NOTE 10--ACQUISITION:
In July 1999, the Company entered into an agreement to purchase certain
assets of Oasis Reservation Services, Inc. in Fort Lauderdale, Florida. The
purchase price totaled $2.45 million comprised of $800,000 cash and a
$1,650,000 convertible note. The note bears interest at a rate of 5% per annum
and is payable in full on April 14, 2000. The note is convertible into
redeemable convertible preferred stock or common stock of the Company. The note
holder may elect to convert this note into shares of equity securities issued
by the Company, either through a private placement or an initial public
offering at the price of the respective offering. This right shall terminate on
the earlier of the note maturity date or the closing of the IPO. The note shall
be convertible into the number of shares of equity securities based on the
principal amount of the note plus accrued and unpaid interest divided by the
price paid for the equity securities by third parties.
This acquisition was accounted for using the purchase method of accounting.
The aggregate purchase price was allocated to the net assets acquired, based
upon their respective fair market value with the remainder allocated to
intangible assets, including goodwill. The Company is amortizing goodwill and
other intangible assets on a straight-line basis over 24 months.
F-21
<PAGE>
GETTHERE.COM, INC.
NOTES TO FINANCIAL STATEMENTS--(Continued)
The following summarizes the unaudited pro forma results of operations, on a
combined basis, as if the acquisition occurred as of the beginning of each of
the periods presented, after including the impact of certain adjustments such
as amortization of costs in excess of net assets acquired:
<TABLE>
<CAPTION>
Fiscal
Year-Ended Six months
January 31, Ended July 31,
1999 1999
(in thousands, except
per share data)
<S> <C> <C>
Net revenues...................................... $ 6,447 $ 5,598
Net loss.......................................... (16,464) (20,928)
Basic and diluted net loss per share.............. $ (4.16) $ (5.14)
</TABLE>
The unaudited pro forma results are not necessarily indicative of the results
of the operations that would have been reported had the acquisition occurred
prior to the beginning of the period presented. In addition, they are not
intended to be indicative of future results.
NOTE 11--SUBSEQUENT EVENTS:
Employee and Director Benefit Plans
On August 16, 1999, the board of directors approved the 1999 stock incentive
plan under which 5,000,000 shares of common stock have been reserved. On each
February 1, commencing with the year 2001, the number of shares in reserve will
automatically increase by 4% of the total number of shares of common stock that
are outstanding at that time or, if less, by 3,000,000 shares.
In August 1999, the Company adopted the 1999 employee stock purchase plan
under which 2,500,000 shares have been reserved for issuance thereafter. On
each June 1, the number of shares in reserve will automatically be restored to
2,500,000 (in other words, the reserve will be increased by the number of
shares that were issued in the prior 12 months). The plan permits purchases of
common stock via payroll deductions. The maximum payroll deduction is 15% of
the employee's cash compensation. Purchases of the common stock will occur on
May 31 and November 30 of each year. The price of each share purchased will be
85% of the lower of:
. The fair market value per share of common stock on the date immediately
before the first day of the applicable offering period; or
. The fair market value per share of common stock on the purchase date.
In August, the board of directors also adopted the 1999 directors' stock
option plan and 750,000 shares of common stock were reserved for issuance under
this plan. On each February 1, starting with the year 2001, the number of
shares in reserve will automatically be restored to 750,000. Non-employee
members of the board of directors will be eligible for option grants under the
1999 directors' stock option plan. Each non-employee director who joins the
board after the effective date of the plan will receive an initial option of
50,000 shares. The initial options vest 25% at the end of year one, and the
balance in 36 equal monthly installments. At each annual stockholder's meeting,
beginning in 2000, each non-employee director will automatically be granted an
annual option for 12,500 shares of the common stock. A new non-employee
director who receives the initial option will not receive the 12,500 share
annual option in the same calendar year. These options vest in equal monthly
installments over the one-year period following the date of the grant. The
exercise price of the option will be equal to the fair market value of the
common stock on the option grant date. The non-employee directors' options have
a 10-year term, and expire one year after a director leaves the board. Upon a
change of control of the Company, the options become fully vested. Vesting also
accelerates in the event of the optionee's death or disability.
The above plans are subject to stockholder approval.
F-22
<PAGE>
GETTHERE.COM, INC.
NOTES TO FINANCIAL STATEMENTS--(Continued)
Initial public offering
In August, 1999, the Company's board of directors authorized management to
file a registration statement with the Securities and Exchange Commission to
permit the Company to sell shares of its common stock to the public.
Financing Activities
On August 27, 1999, the Company sold to America West Airlines ("AWA") 500,000
shares of its series C preferred stock at $5.125 per share.
On August 27, 1999, a warrant to purchase 1,650,000 shares of the Company's
series C preferred stock with an exercise price of $5.125 per share was issued
to Northwest Airlines ("NWA"). This warrant becomes fully vested and
exercisable at the date NWA begins to use the Company's travel solution on the
nwa.com Web site.
On September 14, 1999, the Company sold 200,000 shares of its series E
preferred stock to Air Canada Airlines ("ACA") at a price per share of $12.50.
The Company also sold to ACA 500,000 shares of its series C preferred stock at
a price per share of $5.125 and issued to ACA a warrant to purchase 200,000
shares of its series E preferred stock with an exercise price of $12.50 per
share. This warrant was fully vested at the date of issuance and is exercisable
30 days after the date of issuance and has an exercise period of 3 years from
the date of first exerciseability. Since a commercial agreement was not reached
between ACA and the Company by November 15, 1999, the Company has elected to
repurchase the series C and E preferred stock issued to ACA at a price per
share equal to the original issue price. In addition, the preferred stock
warrant issued to ACA terminated at the date the Company elected to repurchase
the preferred stock.
On September 14, 1999, the Company sold 500,000 shares of its series E
preferred stock to AWA at a price per share of $12.50 and issued AWA a warrant
to purchase 500,000 shares of its series E preferred stock with an exercise
price of $12.50 per share. This warrant was fully vested and exercisable on
October 1, 1999 and has an exercise period of 3 years from the vesting date.
The relative fair value of the warrant was calculated to be $3.1 million using
the Black Scholes pricing model. As a result, $3.1 million of the total
proceeds received from the sale of the series E preferred stock ($6.25 million)
was allocated to the warrant with the remainder being allocated to preferred
stock. The discount between the carrying amount and redemption value of the
preferred stock will be accreted ratably over the period until the first
redemption date. The Company entered into a commercial agreement with AWA in
October 1999 that includes development, implementation and hosting of the
online ticket reservation services of AWA. The initial term of the agreement is
four years with a renewal option for an additional two years. The agreement can
be terminated at any time, but the anticipated fixed payments to be made to the
Company over the initial term will approximate $4 million plus variable
payments based upon a transaction fee for tickets processed. In addition, The
Company has agreed to pay AWA a percentage of all hotel and car commissions
collected and a percentage of all advertising fees that we collect on their
site.
On September 14, 1999, the Company and American Express ("AMEX") entered into
an agreement whereby the Company agreed to sell to AMEX 875,423 shares of its
series C preferred stock at a price per share of $5.125. The Company also
agreed to sell to AMEX 2,121,076 shares of its series E preferred stock at a
price per share of $12.50. AMEX also purchased one share of series D3 preferred
stock for $12.50. As the holder of the outstanding share of series D3 preferred
stock, AMEX has the right to elect a representative to the board of directors.
F-23
<PAGE>
GETTHERE.COM, INC.
NOTES TO FINANCIAL STATEMENTS--(Continued)
. a warrant to purchase 730,023 shares of the Company's series E preferred
stock at an exercise price of $31.00 per share. This warrant becomes
exercisable 30 days after the date of issuance and has an exercise period
of 3 years.
. a warrant to purchase 375,000 shares of the Company's common stock at an
exercise price of $16.50 per share. This warrant becomes exercisable 30
days after the date of issuance and has an exercise period of 120 days
from the date of issuance.
The Company entered into a commercial agreement with AMEX in September 1999
which includes the development, implementation and maintenance of our travel
services on the AMEX Web Sites. The initial term of the agreement is four years
and includes anticipated fixed payments over this period of approximately
$17.2 million and variable payments based upon a currently undetermined
transaction fee for tickets processed. These payments may be reduced to the
extent that certain contractual milestones are not met.
In connection with the sale of the Company's series E preferred stock on
September 14,1999, the Company sold 1,500,000 shares of series E preferred
stock at a price per share of $12.50 to Covia and issued to Covia a warrant to
purchase 1,136,821 shares of the Company's common stock at an exercise price of
$11.20 per share. The equity instruments sold were unbundled and the aggregate
proceeds of $18.75 million allocated to each separate instrument based on the
relative fair values. The warrant has a fair value of $7.5 million using the
Black Scholes pricing model. As a result, $11.25 and $7.5 million proceeds was
allocated to the preferred stock and warrant, respectively. The preferred stock
will be classified as temporary equity and accreted to the redemption value
until the first redemption date.
In addition, on September 14, 1999, the Company sold 720,000 shares of series
E preferred stock at a price per share of $12.50 to two venture capital funds.
At November 18, 1999 a summary of proceeds allocated to the detachable
securities issued contemporaneously with preferred stock was as follows:
<TABLE>
<CAPTION>
Series Gross Detachable Value
Holder/Date of Stock Proceeds Security Allocated
<S> <C> <C> <C> <C>
AWA--9/99........................... Series E $ 6,250,000 Warrant $ 3,100,000
AMEX--9/99.......................... Series E 26,513,450 Warrants 5,000,000
Covia--9/99......................... Series E 18,750,000 Warrant 7,500,000
----------- -----------
$51,513,450 $15,600,000
=========== ===========
</TABLE>
Management determined that the fair value of the Company's series C preferred
stock at September 14, 1999 was $12.50 per share. The issuance price for the
series C preferred stock in August and September 1999 was $5.125 per share. The
difference between the fair value and the issuance price will be recorded as an
intangible asset. The intangible asset will be recorded at the issuance date of
the stock and amortized over the estimated period to be benefited (four years).
F-24
<PAGE>
GETTHERE.COM, INC.
NOTES TO FINANCIAL STATEMENTS--(Continued)
With respect to the sale of the series C preferred stock to American Express
Travel Related Services Company and America West Airlines the commitment date
for purposes of measuring the value of the intangible asset was the date of
issuance of these shares. The amortization of the intangible asset outlined
below will be classified as general and administrative expenses. The
calculation of the value of the intangible asset related to these shares is as
follows:
<TABLE>
<CAPTION>
Fair Value Amount of
Series of Number of at Price Per Intangible
Stock Shares Sold Issue Date Share Asset
<S> <C> <C> <C> <C> <C>
AMEX..................... Series C 875,423 $12.50 $5.125 $ 6,456,245
AWA...................... Series C 500,000 $12.50 $5.125 3,687,500
-----------
$10,143,745
===========
</TABLE>
The value related to the stock warrant issued to NWA will be classified as an
intangible asset and amortized over a four year period in a manner similar to
the intangible asset discussed above. The warrant is not exercisable until such
date as NWA migrates its primary Web site to the Company's travel solution and,
therefore, a performance commitment exists with regard to the NWA warrant under
EITF 96-18, paragraph 5. The value of the warrant issued to NWA will be
measured on the date that the NWA Web site is migrated to the Company's travel
solution. The Company will disclose the value of this warrant over the interim
reporting periods. The amortization of the warrant value related to the
intangible asset will be classified as general and administrative expenses. The
Company also entered into an agreement to develop and provide hosting services
for a website for NWA through which NWA intends to offer low fare tickets. The
agreement has an initial term of one year with renewal options. NWA will pay a
transaction fee of $5.75 per issued ticket to us during the initial term.
F-25
<PAGE>
Description of Graphics--Inside Back Cover
At top of the page, there is a title that reads "Our services are designed to
reduce costs, increase productivity, and provide real-time data analysis."
At upper left side of the page, there is a screen shot of a Web page
depicting the booking of flight reservations. Immediately above the screen
shot, there is a title that reads "Searching" and immediately below the screen
shot, there is a caption that reads "Travelers can book real-time reservations
over the Internet utilizing their negotiated rates and preferred vendors."
Opposite the screen shot, there is a quotation, titled "Chevron," that reads "
"Our research suggested that ease-of-use was essential to the adoption of an
online travel solution and GetThere.com met our needs. We hope to have the
majority of our travelers using the system in the future.'--Nancy Godfrey,
Travel Administration Manager."
At middle right side of the page, there is a screen shot of a Web page
depicting a real-time airline seat map. Immediately above the screen shot,
there is a title that reads "Selecting" and immediately below the screen shot,
there is a caption that reads "Travelers can select an available seat from a
real-time seat map." Opposite the screen shot, there is a quotation, titled
"Hewlett-Packard," that reads " "Our VeriFone subsidiary installed
GetThere.com's solution and has achieved an adoption rate of more than 60%.
This has led to savings of up to 15% on airline tickets.'--Joe Beyers, Vice
President and General Manager, Internet Business Unit."
At lower left side of the page, there is a screen shot of a Web page
depicting real-time data reporting. Immediately above the screen shot, there is
a title that reads "Reporting" and immediately below the screen shot, there is
a caption that reads "Travel managers get real-time reporting of their actual
travel spending, allowing them to manage budgets and monitor performance."
Opposite the screen shot, there is a quotation, titled "Nike," that reads "
"Releasing a corporate online travel program is complex. GetThere.com provided
Nike with a services-oriented approach and implementation services that
simplified the process. The benefits and returns to Nike were immediate.'--Ted
Cullen, Travel Director, Nike."
At the lower right corner of the page, there is the GetThere.com logo.
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
, 1999
[GETTHERE.COM LOGO]
5,000,000 Shares of Common Stock
----------------------
PROSPECTUS
----------------------
Donaldson, Lufkin & Jenrette
Salomon Smith Barney
Bear, Stearns & Co. Inc.
WR Hambrecht + Co
- -------------------------------------------------------------------------------
We have not authorized any dealer, salesperson or other person to give you
written information other than this prospectus or to make representations as
to matters not stated in this prospectus. You must not rely on unauthorized
information. This prospectus is not an offer to sell these securities or our
solicitation of your offer to buy the securities in any jurisdiction where
that would not be permitted or legal. Neither the delivery of this prospectus
nor any sales made hereunder after the date of this prospectus shall create an
implication that the information contained herein or the affairs of
GetThere.com have not changed since the date hereof.
- -------------------------------------------------------------------------------
Until , 1999 (25 days after the date of this prospectus), all dealers
that effect transactions in these shares of common stock may be required to
deliver a prospectus. This is in addition to the dealer's obligation to
deliver a prospectus when acting as an underwriter and with respect to its
unsold allotments or subscriptions.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the Company in connection
with the sale of common stock being registered. All amounts are estimates
except the SEC registration fee and the NASD filing fees.
<TABLE>
<S> <C>
SEC Registration fee............................................. $ 20,850
NASD fee......................................................... 8,000
Nasdaq National Market initial listing fee....................... 95,000
Printing and engraving........................................... 600,000
Legal fees and expenses of the Company........................... 700,000
Accounting fees and expenses..................................... 600,000
Blue sky fees and expenses....................................... 5,000
Transfer agent fees.............................................. 15,000
Miscellaneous.................................................... 206,150
----------
Total.......................................................... $2,250,000
==========
</TABLE>
Item 14. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law authorizes a court to
award or a corporation's board of directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933
(the "Act"). Article Six of the Registrant's Bylaws provides for mandatory
indemnification of its directors and officers and permissible indemnification
of employees and other agents to the maximum extent permitted by the Delaware
General Corporation Law. The Registrant's Amended and Restated Certificate of
Incorporation provides that, pursuant to Delaware law, its directors shall not
be liable for monetary damages for breach of the directors' fiduciary duty as
directors to the Registrant and its stockholders. This provision in the
Amended and Restated Certificate of Incorporation does not eliminate the
directors' fiduciary duty, and in appropriate circumstances equitable remedies
such as injunctive or other forms of non-monetary relief will remain available
under Delaware law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Registrant for
acts or omissions not in good faith or involving intentional misconduct, for
knowing violations of law, for actions leading to improper personal benefit to
the director, and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws. The Registrant has
entered into Indemnification Agreements with its officers and directors, a
form of which is attached as Exhibit 10.1 hereto and incorporated herein by
reference. The Indemnification Agreements provide the Registrant's officers
and directors with further indemnification to the maximum extent permitted by
the Delaware General Corporation Law. The Registrant maintains liability
insurance for its directors and officers. Reference is also made to Section 7
of the Underwriting Agreement contained in Exhibit 1.1 hereto, indemnifying
officers and directors of the Registrant against certain liabilities, and
Section 5.6 of the Amended and Restated Investor Rights Agreement contained in
Exhibit 4.1 hereto, indemnifying certain of the Company's stockholders,
including controlling stockholders, against certain liabilities.
Item 15. Recent Sales of Unregistered Securities
Since August 1995 (inception), the Registrant has issued and sold the
following securities:
1. On August 7, 1995, the Registrant issued and sold an aggregate of
3,000,000 shares of our common stock to three founders of the Company, Al
Whaley, Dan Whaley and Bruce Yoxsimer for an aggregate purchase
II-1
<PAGE>
price of $3,000. This issuance of securities was deemed exempt from
registration under the Securities Act in reliance on Section 4(2) of such
Securities Act as a transaction by an issuer not involving a public offering.
2. On April 23, 1996, the Registrant issued and sold 3,529,516 shares of
series A preferred stock for an aggregate purchase price of $4,000,000 to
Brentwood Associates VII, LP and ITN Joint Venture under a stock purchase
agreement. At a second closing on June 4, 1996, the Registrant issued and sold
176,475 shares of series A preferred stock for an aggregate purchase price of
$199,999 to B. Kipling and Mary Hagopian, Trustees, Timothy M. and Melissa J.
Pennington, Trustees, Margaret Leinen, Jonathan Alan Kessler, Kevin J.
McQuillan, James Yoxsimer, the 351 North San Mateo Associates Profit Sharing
Plan, Pamela Yoxsimer Holden and Frank A. Holden under a stock purchase
agreement. This issuance of securities was deemed exempt from registration
under the Securities Act in reliance on Section 4(2) of such Securities Act as
a transaction by an issuer not involving a public offering.
3. On April 23, 1996, the Registrant issued and sold 335,256 shares of
common stock to the Contrarian Group for an aggregate purchase price of
$33,526 (the value of services rendered). This issuance of securities was
deemed exempt from registration under the Securities Act in reliance on
Section 4(2) of such Securities Act as a transaction by an issuer not
involving a public offering.
4. On May 1, 1996, the Registrant issued a warrant to purchase 17,647 shares
of our series A preferred stock with an exercise price of $1.1333 per share to
Comdisco, Inc. in consideration for Comdisco's performance under a Master
Lease Agreement and Equipment Schedule dated April 2, 1996. This issuance of
securities was deemed exempt from registration under the Securities Act in
reliance on Section 4(2) of such Securities Act as a transaction by an issuer
not involving a public offering.
5. On April 15, 1997 the Registrant issued two warrants to purchase a total
of 30,120 shares of our series B preferred stock at an exercise price of
$1.133 per share to Imperial Bank in consideration for its performance under a
loan agreement. This issuance of securities was deemed exempt from
registration under the Securities Act in reliance on Section 4(2) of such
Securities Act as a transaction by an issuer not involving a public offering.
6. On April 18, 1997, the Registrant issued and sold 3,914,448 shares of
series B preferred stock for an aggregate purchase price of $6,497,984 to U.S.
Venture Partners V, L.P., USVP International, L.P., 2180 Associates Fund V,
L.P., USVP V Entrepreneur Partners, L.P., Brentwood Associates VII, L.P.,
Brentwood Affiliates Fund, L.P., Norwest Equity Partners V, Charter Ventures
II, L.P. and Bayview Investors Ltd. under a stock purchase agreement. Each of
the nine investors was also granted a warrant to purchase series B preferred
stock in an amount totalling 10% of the number of shares it purchased in the
series B round at an exercise price of $1.66 per share. The total number of
shares available for purchase in these warrants is 391,445. This issuance of
securities was deemed exempt from registration under the Securities Act in
reliance on Section 4(2) of such Securities Act as a transaction by an issuer
not involving a public offering.
7. On February 20, 1998, the Registrant issued a warrant to purchase 28,916
shares of our series B preferred stock with an exercise price of $1.66 per
share to Phoenix Leasing, Inc. in consideration for its performance under a
loan agreement. This issuance of securities was deemed exempt from
registration under the Securities Act in reliance on Section 4(2) of such
Securities Act as a transaction by an issuer not involving a public offering.
8. On February 23, 1998, the Registrant issued a warrant to purchase 54,216
shares of our series B preferred stock with an exercise price of $1.66 per
share to Comdisco, Inc. in consideration for its performance under several
lease agreements. This issuance of securities was deemed exempt from
registration under the Securities Act in reliance on Section 4(2) of such
Securities Act as a transaction by an issuer not involving a public offering.
9. On May 14, 1998, the Registrant issued and sold 4,044,297 shares of our
series C preferred stock for an aggregate purchase price of $20,727,022 to
Covia under a stock purchase agreement. In addition, the
II-2
<PAGE>
Registrant granted a right to that investor to have the Registrant issue it a
warrant for 807,698 shares of series C preferred stock at an exercise price of
$0.01 per share for a purchase price of $4,139,452. At a subsequent closing on
May 29, 1998, the Registrant issued and sold an additional 66,578 shares of
our series C preferred stock for an aggregate purchase price of $341,212 to
The Hambrecht 1980 Revocable Trust and W.R. Hambrecht & Co., LLC under a stock
purchase agreement. This issuance of securities was deemed exempt from
registration under the Securities Act in reliance on Section 4(2) of such
Securities Act as a transaction by an issuer not involving a public offering.
10. On June 7, 1999, the Registrant issued a warrant to purchase 16,407
shares of our series E preferred stock with an exercise price that will be
equal to the price of preferred equity securities sold to investors in our
next transaction. If the Registrant's next transaction did not close prior to
September 30, 1999, the exercise price would be $10.00 per share. The warrant
was issued to Souroush Kabouli in consideration for the value of real estate
services rendered. This issuance of securities was deemed exempt from
registration under the Securities Act in reliance on Section 4(2) of such
Securities Act as a transaction by an issuer not involving a public offering.
11. On June 29, 1999, the Registrant issued a warrant to purchase 19,500
shares of our series B preferred stock with an exercise price of 85% of the
purchase price of securities offered in the Registrant's next round of
financing or the price to the public in the Registrant's initial public
offering. If neither of these events occur prior to November 12, 1999, then
the exercise price shall be $5.125 per share. The warrant was issued to
Comdisco, Inc. in consideration for their performance under several lease
agreements. This issuance of securities was deemed exempt from registration
under the Securities Act in reliance on Section 4(2) of such Securities Act as
a transaction by an issuer not involving a public offering.
12. On July 15, 1999, the Registrant issued a convertible promissory note
with a principal amount of $1,650,000 to Eastern Air Lines. This note is
convertible at the option of the holder into shares of series E preferred
stock at a price of $12.50 per share. This issuance of securities was deemed
exempt from registration under the Securities Act in reliance on Section 4(2)
of such Securities Act as a transaction by an issuer not involving a public
offering.
13. On August 27, 1999 the Registrant issued and sold 500,000 shares of
series C preferred stock for an aggregate purchase price of $2,562,500 to
America West Airlines, Inc. under a stock admission agreement. This issuance
of securities was deemed exempt from registration under the Securities Act in
reliance on Section 4(2) of such Securities Act as a transaction by an issuer
not involving a public offering.
14. Also on August 27, 1999, the Registrant issued a contingent warrant to
purchase up to 1,650,000 shares of series C preferred stock with an exercise
price of $5.125 per share to Northwest Airlines. This issuance of securities
was deemed exempt from registration under the Securities Act in reliance on
Section 4(2) of such Securities Act as a transaction by an issuer not
involving a public offering.
15. On September 14, 1999, the Registrant issued and sold 1,375,423 shares
of our series C preferred stock to Air Canada and American Express for an
aggregate purchase price of $7,049,043 under stock purchase agreements. This
issuance of securities was deemed exempt from registration under the
Securities Act in reliance on Section 4(2) of such Securities Act as a
transaction by an issuer not involving a public offering.
16. On September 14, 1999, the Registrant issued and sold 5,041,076 shares
of our series E preferred stock to America West Airlines, Inc., Covia,
American Express, ITN Joint Venture, MeriTech Capital Affiliates L.P.,
Meritech Capital Partners L.P. and Air Canada and one share of series D3
preferred stock to American Express investors for an aggregate purchase price
of $63,013,463 under stock purchase agreements. This issuance of securities
was deemed exempt from registration under the Securities Act in reliance on
Section 4(2) of such Securities Act as a transaction by an issuer not
involving a public offering.
17. On September 14, the Registrant issued a warrant to purchase 1,136,821
shares of series C preferred stock with an exercise price of $11.20 per share
to Covia. This issuance of securities was deemed exempt from
II-3
<PAGE>
registration under the Securities Act in reliance on Section 4(2) of such
Securities Act as a transaction by an issuer not involving a public offering.
18. On September 14, 1999, the Registrant issued two warrants to purchase a
total of 1,460,046 shares of series E preferred stock to American Express. The
exercise price for these shares ranges from $21.00 to $31.00. In addition, the
Registrant issued a warrant to American Express to purchase a total of 375,000
common shares at a price of $16.50 per share. This issuance of securities was
deemed exempt from registration under the Securities Act in reliance on
Section 4(2) of such Securities Act as a transaction by an issuer not
involving a public offering.
19. On September 14, 1999, the Registrant issued a warrant to purchase
500,000 shares of series E preferred stock with an exercise price of $12.50
per share to America West Airlines. This issuance of securities was deemed
exempt from registration under the Securities Act in reliance on Section 4(2)
of such Securities Act as a transaction by an issuer not involving a public
offering.
20. On September 14, 1999, the Registrant issued a warrant to purchase
200,000 shares of series E preferred stock with an exercise price of $12.50
per share to Air Canada. This issuance of securities was deemed exempt from
registration under the Securities Act in reliance on Section 4(2) of such
Securities Act as a transaction by an issuer not involving a public offering.
21. As of September 12, 1999, the Registrant had granted options to purchase
9,493,798 shares of common stock to employees, consultants and other service
providers of the Registrant under its 1996 Stock Plan, of which 3,814,600
shares have been exercised, assuming no exercise of stock options after July
31, 1999. This issuance of securities was deemed exempt from registration
under the Securities Act in reliance upon Rule 701 promulgated under Section
3(b) of such Securities Act as a transaction under a compensation benefit plan
and contract relating to compensation as provided under Rule 701.
Outstanding shares of common stock, series A preferred stock, series B
preferred stock, series C preferred stock, series D1 preferred stock, series
D2 preferred stock, series D3 preferred stock, and series E preferred stock
will be converted into shares of common stock on a one-to-one basis. The
recipients of securities in each transaction represented their intentions to
acquire the securities for investment only and not with a view to or for sale
in connection with any distribution and appropriate legends were affixed to
the share certificates issued in these transactions. All recipients had
adequate access, through their relationships with us, to information about us.
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
1.1** Initial Form of Underwriting Agreement.
2.1** Form of Agreement and Plan of Reincorporation.
3.1** Amended and Restated Certificate of Incorporation of the Registrant,
to be effective upon reincorporation of the Registrant into the state
of Delaware.
3.2** Amended and Restated Certificate of Incorporation of the Registrant to
be filed immediately upon the closing of the offering.
3.3** Current Articles of Incorporation of the Registrant's Predecessor
Entity.
3.4** Current Amended and Restated Bylaws of the Registrant's Predecessor
Entity.
3.5** Amended and Restated Bylaws of the Registrant, to be effective upon
reincorporation of the Registrant into the state of Delaware.
3.6** Amended and Restated Bylaws of the Registrant, to be effective
immediately upon the closing of the offering.
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
4.1** Amended and Restated Investors' Rights Agreement.
4.2** Specimen Certificate of the Registrant's common stock.
5.1** Opinion of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian,
LLP, counsel to the Registrant.
10.1** Form of Indemnification Agreement entered into between the Registrant
and its directors and officers.
10.2** 1996 Stock Incentive Plan (as amended and restated on February 16,
1999).
10.3** 1999 Stock Incentive Plan.
10.4** 1999 Directors' Stock Option Plan.
10.5** 1999 Employee Stock Purchase Plan.
10.6** Employment Agreement between Gadi Maier and the Registrant, dated
January 11, 1999.
10.7** Employment Agreement between Eric Sirkin and the Registrant, dated
November 16, 1998.
10.8** Employment Agreement between Kenneth R. Pelowski and the Registrant,
dated March 25, 1999.
10.9** Employment Agreement between Richard D.C. Whilden and the Registrant,
dated March 1, 1999.
10.10** Commercial Lease Agreement for facility at 445 Sherman Avenue, Palo
Alto, California.
10.11** Commercial Lease Agreements (as amended) for facilities at 451 Sherman
Avenue, Palo Alto, California.
10.12** Commercial Lease Agreement for facility at 453 Sherman Avenue, Palo
Alto, California.
10.13** Gross Lease and Amended Sublease for facility at 390 Cambridge Avenue,
Palo Alto, California.
10.14** Commercial Lease Agreement for facility at 4045 Campbell Avenue, Menlo
Park, California.
10.15** Commercial Lease Agreement for call center facility in Fort
Lauderdale, Florida.
10.16+ Services Agreement between United Airlines and the Registrant.
10.17+ Subscriber Services Agreement between Apollo Galileo USA Partnership
and the Registrant.
10.18+ Web Services and Travel Agreement between American Express and the
Registrant.
10.19** Amended and Restated Shareholders Agreement.
10.20** Standstill and Bring Along Agreement between American Express and the
Registrant.
10.21** Master Lease Agreement between Comdisco, Inc. and the Registrant.
10.22** Master Equipment Lease between Phoenix Leasing, Inc. and the
Registrant.
10.23** General Security Agreement between Imperial Bank, Inc. and the
Registrant.
10.24** Form of Warrant issued to Comdisco, Inc. by the Registrant.
10.25** Form of Warrant issued to Phoenix Leasing, Inc. by the Registrant.
10.26** Form of Warrant issued to Imperial Bank, Inc. by the Registrant.
10.27** Form of Warrant which may be issued to Covia by the Registrant.
10.28** Form of Nonstatutory Stock Option Agreement issued to Covia by the
Registrant.
10.29** Form of Warrant issued to Covia by the Registrant.
10.30** Form of Warrant issued to Northwest Airlines by the Registrant.
10.31** Form of Warrant issued to America West Airlines by the Registrant.
10.32** Form of Warrant issued to Air Canada by the Registrant.
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
10.33** Form of Warrant issued to American Express for 730,023 shares of
preferred stock by the Registrant.
10.34** Form of Warrant issued to American Express for another 730,023 shares
of preferred stock by the Registrant.
10.35** Form of Warrant issued to American Express for 375,000 shares of
common stock by the Registrant.
10.36** Internet Data Center Services Agreement between Exodus Communications,
Inc. and the Registrant.
10.37+ FlightRez Agreement between Northwest Airlines and the Registrant.
10.38+ Services Agreement between America West Airlines and the Registrant.
23.1 Consent of PricewaterhouseCoopers LLP, independent accountants.
23.2** Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian,
LLP, counsel to the Registrant. Reference is made to Exhibit 5.1.
24.1** Power of Attorney.
27.1** Financial Data Schedule dated January 31, 1998 and January 31, 1999.
27.2** Financial Data Schedule dated January 31, 1997.
27.3** Financial Data Schedule dated July 31, 1998 and July 31, 1999.
99.1** Consent of Chevron for use of quotation herein.
99.2** Consent of Hewlett-Packard for use of quotation herein.
99.3** Consent of Nike for use of quotation herein.
</TABLE>
- ---------------------
** Previously filed.
+ Confidential treatment requested as to certain portions of these exhibits.
(b) Financial Statement Schedule
Schedule II--Valuations and Qualifying accounts.
Schedules not listed above have been omitted because the information
required to be set forth therein is not applicable or is shown in the
financial statements or notes thereto.
Item 17. Undertakings
The Registrant hereby undertakes to provide to the Underwriters at the
closing specified in the Underwriting Agreement, certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the Delaware General Corporation Law, the Amended and Restated
Certificate of Incorporation or the Bylaws of the Registrant, Indemnification
Agreements entered into between the Registrant and its officers and directors,
the Underwriting Agreement, or otherwise, the Registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered hereunder, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of whether such indemnification
by it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
II-6
<PAGE>
The Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Act, the
information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Act, each
post-effective amendment that contains a form of prospectus shall be deemed
to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
II-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Amendment No. 6 to the Form S-1 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Menlo Park, State of California, on this 22nd day of
November, 1999.
GETTHERE.COM, INC.
/s/ Gadi Maier
By: _________________________________
Gadi Maier
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<S> <C> <C>
/s/ Gadi Maier President, Chief Executive November 22, 1999
______________________________________ Officer and Director
Gadi Maier (Principal Executive
Officer)
/s/ Kenneth R. Pelowski Chief Operating Officer November 22, 1999
______________________________________ and Chief Financial
Kenneth R. Pelowski Officer and Director
(Principal Financial and
Accounting Officer)
* Chief Technical Officer November 22, 1999
______________________________________ and Director
Daniel Whaley
* Chairman of the Board November 22, 1999
______________________________________
Richard D.C. Whilden
* Director November 22, 1999
______________________________________
Jeffrey D. Brody
* Director November 22, 1999
______________________________________
William R. Hambrecht
* Director November 22, 1999
______________________________________
John Ueberroth
* Director November 22, 1999
______________________________________
Dale J. Vogel
</TABLE>
/s/ Gadi Maier
*By: ______________________________
Gadi Maier
/s/ Kenneth R. Pelowski
*By: ______________________________
Kenneth R. Pelowski
II-8
<PAGE>
GETTHERE.COM
VALUATION AND QUALIFYING ACCOUNTS
<TABLE>
<CAPTION>
Balance at Charged to Balance at
beginning costs and end of
of period expenses Deductions period
<S> <C> <C> <C> <C>
Year ended 31 January, 1997
Allowance for doubtful accounts.. (11) (88) 25 (74)
Allowance for sales returns...... -- -- -- --
Deferred tax asset valuation
allowance....................... (99) (828) -- (927)
Year ended 31 January, 1998
Allowance for doubtful accounts.. (74) (99) 18 (155)
Allowance for sales returns...... -- -- -- --
Deferred tax asset valuation
allowance....................... (927) (2,370) -- (3,297)
Year ended 31 January, 1999
Allowance for doubtful accounts.. (155) (390) 5 (540)
Allowance for sales returns...... -- (30) -- (30)
Deferred tax asset valuation
allowance....................... (3,297) (5,168) -- (8,465)
Six months ended 31 July, 1998
Allowance for doubtful accounts.. (155) (198) (13) (366)
Allowance for sales returns...... -- -- -- --
Deferred tax asset valuation
allowance....................... (3,297) -- (2,240) (5,537)
Six months ended 31 July, 1999
Allowance for doubtful accounts.. (540) (116) 119 (537)
Allowance for sales returns...... (30) -- -- (30)
Deferred tax asset valuation
allowance....................... (8,465) (4,093) -- (12,558)
</TABLE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
1.1** Initial Form of Underwriting Agreement.
2.1** Form of Agreement and Plan of Reincorporation.
3.1** Amended and Restated Certificate of Incorporation of the Registrant,
to be effective upon reincorporation of the Registrant into the state
of Delaware.
3.2** Amended and Restated Certificate of Incorporation of the Registrant to
be filed immediately upon the closing of the offering.
3.3** Current Articles of Incorporation of the Registrant's Predecessor
Entity.
3.4** Current Amended and Restated Bylaws of the Registrant's Predecessor
Entity.
3.5** Amended and Restated Bylaws of the Registrant, to be effective upon
reincorporation of the Registrant into the State of Delaware.
3.6** Amended and Restated Bylaws of the Registrant, to be effective
immediately upon the closing of the offering.
4.1** Amended and Restated Investors' Rights Agreement.
4.2** Specimen Certificate of the Registrant's common stock.
5.1** Opinion of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian,
LLP, counsel to the Registrant.
10.1** Form of Indemnification Agreement entered into between the Registrant
and its directors and officers.
10.2** 1996 Stock Incentive Plan (as amended and restated on February 16,
1999).
10.3** 1999 Stock Incentive Plan.
10.4** 1999 Directors' Stock Option Plan.
10.5** 1999 Employee Stock Purchase Plan.
10.6** Employment Agreement between Gadi Maier and the Registrant, dated
January 11, 1999.
10.7** Employment Agreement between Eric Sirkin and the Registrant, dated
November 16, 1998.
10.8** Employment Agreement between Kenneth R. Pelowski and the Registrant,
dated March 25, 1999.
10.9** Employment Agreement between Richard D.C. Whilden and the Registrant,
dated March 1, 1999.
10.10** Commercial Lease Agreement for facility at 445 Sherman Avenue, Palo
Alto, California.
10.11** Commercial Lease Agreements (as amended) for facilities at 451 Sherman
Avenue, Palo Alto, California.
10.12** Commercial Lease Agreement for facility at 453 Sherman Avenue, Palo
Alto, California.
10.13** Gross Lease and Amended Sublease for facility at 390 Cambridge Avenue,
Palo Alto, California.
10.14** Commercial Lease Agreement for facility at 4045 Campbell Avenue, Menlo
Park, California.
10.15** Commercial Lease Agreement for call center facility in Fort
Lauderdale, Florida.
10.16+ Services Agreement between United Airlines and the Registrant.
10.17+ Subscriber Services Agreement between Apollo Galileo USA Partnership
and the Registrant.
10.18+ Web Services and Travel Agreement between American Express and the
Registrant.
10.19** Amended and Restated Shareholders Agreement.
10.20** Standstill and Bring Along Agreement between American Express and the
Registrant.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
10.21** Master Lease Agreement between Comdisco, Inc. and the Registrant.
10.22** Master Equipment Lease between Phoenix Leasing, Inc. and the
Registrant.
10.23** General Security Agreement between Imperial Bank, Inc. and the
Registrant.
10.24** Form of Warrant issued to Comdisco, Inc. by the Registrant.
10.25** Form of Warrant issued to Phoenix Leasing, Inc. by the Registrant.
10.26** Form of Warrant issued to Imperial Bank, Inc. by the Registrant.
10.27** Form of Warrant which may be issued to Covia by the Registrant.
10.28** Form of Nonstatutory Stock Option Agreement issued to Covia by the
Registrant.
10.29** Form of Warrant issued to Covia by the Registrant.
10.30** Form of Warrant issued to Northwest Airlines by the Registrant.
10.31** Form of Warrant issued to America West Airlines by the Registrant.
10.32** Form of Warrant issued to Air Canada by the Registrant.
10.33** Form of Warrant issued to American Express for 730,023 shares of
preferred stock by the Registrant.
10.34** Form of Warrant issued to American Express for another 730,023 shares
of preferred stock by the Registrant.
10.35** Form of Warrant issued to American Express for 375,000 shares of
common stock by the Registrant.
10.36** Internet Data Center Services Agreement between Exodus Communications,
Inc. and the Registrant.
10.37+ FlightRez Agreement between Northwest Airlines and the Registrant.
10.38+ Services Agreement between America West Airlines and the Registrant.
23.1 Consent of PricewaterhouseCoopers LLP, independent accountants.
23.2** Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian,
LLP, counsel to the Registrant. Reference is made to Exhibit 5.1.
24.1** Power of Attorney.
27.1** Financial Data Schedule dated January 31, 1998 and January 31, 1999.
27.2** Financial Data Schedule dated January 31, 1997.
27.3** Financial Data Schedule dated July 31, 1998 and July 31, 1999.
99.1** Consent of Chevron for use of quotation herein.
99.2** Consent of Hewlett-Packard for use of quotation herein.
99.3** Consent of Nike for use of quotation herein.
</TABLE>
- ---------------------
** Previously filed.
+ Confidential treatment requested as to certain portions of these exhibits.
<PAGE>
Exhibit 10.16
SERVICES AGREEMENT
SERVICES AGREEMENT, effective the 20th day of November, 1997 by and
between UNITED AIRLINES, INC., a Delaware corporation with offices at 1200 E.
Algonquin Road, Elk Grove, IL 60007 (hereafter referred to as "United"), and
Internet Travel Network, with offices at 453 Sherman Avenue, Palo Alto,
California 94306 (hereafter referred to as "ITN").
1. Introduction
United desires to make available to its customers within the United
States ("Customers") real-time travel reservations, booking and ticketing via
United's Internet web site. ITN has developed its own proprietary booking
engine and reservation system that allows users to make real-time travel
reservations ("Reservation System"). ITN desires to develop and host certain
web pages and services linked to United's web site, that will include ITN's
Reservation System, as such may be customized pursuant to this Agreement (the
"Service"). Therefore, United and ITN agree as follows:
2. Services
Subject to the terms and conditions of this Agreement, ITN will
perform the services described below:
Software Customization and Order Fulfillment described in Exhibit A
hereto.
All services hereto will be provided in accordance with the other
terms and conditions of this Agreement.
3. Term
This Agreement is effective on the date provided above (hereafter the
"Effective Date") and will continue for a one-year period following the Date of
Acceptance ("Initial Term"). Thereafter, the Agreement shall renew for
additional one year terms. Notwithstanding the above, either party may
terminate this Agreement at any time on not less than one hundred and eighty
(180) days' notice. Unless otherwise provided herein, Sections 8, 9, 12, 15,
17, 18, 21, 29 and 30 will continue thereafter in full force and effect and
survive any termination or expiration of this Agreement.
4. Linking, Framing, URL Titles
ITN may not solicit other Internet sites or on-line services to
hypertext link directly to the Service, the United Content or any United web
pages without the prior written consent of United. To the extent
technologically feasible and it is within ITN's control, ITN shall not permit
any third party Internet site or on-line service to frame the Service or web
pages such that any United Content appears on the same screen as a third party's
Internet site or on-line service. To the extent that it is not technologically
feasible to prevent such framing, upon United's request, ITN shall cooperate
with United in causing such third party to cease and desist
[*]=CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>
from such framing. To the extent technologically feasible, ITN will provide a
uniform resource locator ("URL") title identifying United as the provider of any
web pages.
5. Price
The total price to United in U.S. Dollars for Design and Set-up and
Special Features of the Services will be as set forth in Exhibit B hereto
payable thirty days following the Date of Acceptance; provided that future
billings for Special Features shall be payable forty-five (45) days following
the date of ITN's invoice. In the event that any additional customization
outside of the Standard Features and Special Features referred to in Exhibit A
are required, the fees, outline, and specification for such additional
customization as referenced above shall be mutually agreed upon in writing prior
to the commencement of work and set forth as an additional Exhibit E to this
Agreement. ITN shall invoice United and United agrees to pay the Monthly Access
Fee and the Fee for Booking (for each booking) on a monthly basis within 30 days
following the end of each month for fees accrued in the previous month.
6. Schedule
Provided United has tendered the United Content as specified in
Section 12(b) in a timely manner, ITN will deliver and tender the Services for
United's Final Acceptance Testing in accordance with the schedule for completion
as set forth in Exhibit C. ITN shall use its reasonable best efforts to tender
the Services to United so that Acceptance can occur by November 11, 1997.
7. Year 2000 Compliance
ITN and United shall agree upon specifications that the Service will
be "Year 2000 Compliant." At a minimum, this shall mean that the Service shall
conform to the following:
(a) The year fields of data codes to be processed by the Service
shall be in four digit format;
(b) The Service shall accurately compute dates over a range of dates
from the year 1900 through the year 2100, using currently accepted methods of
calculating adjustments to dates, such as the rules applying to leap years; and
(c) When the Service encounters date codes which do not conform to a
four digit year field format, the Service will log an error message.
8. Indemnification
(a) ITN will defend, indemnify, and hold harmless United, its
Affiliates (which shall mean for purposes of this Agreement, entities in which
at least fifty percent (50%) of the voting control is held by United), officers,
directors, employees, and agents (collectively "United") against and from all
claims, suits, judgments, losses, damages, fines or costs (including reasonable
attorneys' fees and expenses) resulting from any claim, suit or demand by any
third party (i) arising out of a claim that the Reservation System or
performance of the Services infringes any U.S. patent, design right, copyright,
data right, trademark, service mark
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(and any application or registration respecting the foregoing), database right,
trade secret, know-how and/or other intellectual property right (collectively,
"Intellectual Property Rights") of a third party or (ii) resulting from any
failure of supervision, negligence or willful misconduct of ITN in connection
with ITN's performance under this Agreement, except to the extent caused by the
negligence of United. Notwithstanding the above, in no event will ITN's
liability under subclause (ii) of this Section 8(a) exceed $350,000. United must
notify ITN in writing after United first receives notice of any such cla im,
action or allegation, including without limitation any allegation of
infringement, provided, however, that failure to give prompt notice will not
-------- -------
relieve ITN of any liability except to the extent ITN has suffered actual
material prejudice by such failure. United will give ITN sole control of the
defense of any action and all negotiations for its settlement or compromise,
with the reasonable assistance of United, provided, however, that counsel
-------- -------
selected by ITN be reasonably acceptable to United, and provided further that
-------- -------
United may its consent if any such judgment, settlement or compromise imposes a
monetary obligation on United that is not covered by the indemnification,
imposes any material non-monetary obligation, or does not include an
unconditional release of United and its Affiliates from all claims.
(b) United will defend, indemnify, and hold harmless ITN, its ITN
Affiliates (which shall mean for purposes of this Agreement, entities in which
at least fifty percent (50%) of the voting control is held by ITN), its
officers, directors, employees, and agents (collectively "ITN") against and from
all claims, suits, judgments, losses, damages, fines or costs (including
reasonable attorneys' fees and expenses) resulting from any claim, suit or
demand by any third party arising out of a claim that the United Data and/or
United Content (as such terms are further defined in Section 12) infringe any
U.S. patent, design right, copyright, data right, trademark, service mark (and
any application or registration respecting the foregoing), database right, trade
secret, know-how and/or other intellectual property right (collectively,
"Intellectual Property Rights") of a third party. ITN must notify United in
writing after ITN first receives notice of any such claim, action or allegation,
including without limitation any allegation of infringement, provided, however,
-------- -------
that failure to give prompt notice will not relieve United of any liability
except to the extent United has suffered actual material prejudice by such
failure. ITN will give United sole control of the defense of any action and all
negotiations for its settlement or compromise, with the reasonable assistance of
ITN, provided, however, that counsel selected by United be reasonably acceptable
-------- -------
to ITN, and provided further that ITN may withhold its consent if any such
-------- -------
judgment, settlement or compromise imposes a monetary obligation on ITN that is
not covered by the indemnification, imposes any material non-monetary
obligation, or does not include an unconditional release of ITN and ITN
Affiliates from all claims.
9. ITN Proprietary Rights
(a) Rights to Service. United acknowledges that ITN owns all right,
-----------------
title and interest, including all Intellectual Property Rights in and to the
Service. With respect to the Service, ITN represents and warrants that it holds
the copyright and all other intellectual property rights in and to the
Reservation System and all components thereof, that, to the best of its
knowledge, performance of the services hereunder and delivery of the Service to
United and its customers will not violate any law or agreement or any right of
any party, and that ITN possesses or has secured all other rights and agreements
necessary for ITN to perform the services
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<PAGE>
hereunder. United's sole remedy for breach of this Section 9 shall be the
indemnity provided in Section 8 above.
(b) License. Effective upon the Date of Acceptance and during the
-------
term of this Agreement, ITN grants United a non-exclusive, worldwide license to
use the Services in accordance with the terms of this Agreement and, except for
the United Content and the United Data as defined above, retains all title and
rights to the Services, all copies and derivative works thereof and all related
documentation and materials. To aid ITN in the protection of its proprietary
rights, United agrees that a copyright notice may be placed in an unobtrusive
manner on certain Web pages provided with the Service.
10. Purchase Commitment
ITN understands and agrees that Services and prices are usage
sensitive. Therefore, this Agreement will not be construed in any manner as a
commitment by United to purchase a specific quantity of Services.
11. Performance of Services
(a) ITN will exercise reasonable care with respect to all phases of
the Services being performed, will use reasonable commercial efforts to guard
and protect United against all defects in ITN materials and workmanship, and
will use reasonable commercial efforts to ensure completion of the Services in
accordance with the terms of this Agreement. As United's sole remedy for breach
of this section, following notice from United, ITN will at its sole cost and
expense use reasonable commercial efforts to correct any defects in materials
and workmanship that constitute deviations from the terms of the specifications.
All such corrections will be at no additional cost or expense to United.
(b) ITN agrees to use its reasonable efforts to cause the software
component of the Service (and any modifications or enhancements thereto) to
remain free of all detectable computer viruses.
(c) ITN agrees to maintain the minimum level of support and services
as outlined in Exhibit D.
12. United Proprietary Rights
(a) Rights to Data and Content. As between ITN and United, ITN
acknowledges that United exclusively owns all right, title, and interest,
including all Intellectual Property Rights in and to all data inputted,
generated, processed or retrieved during the performance of this Agreement,
including without limitation the rights to capture, gather, copy, aggregate,
summarize, publish or distribute, any customer data, profiles, addresses,
preferences, selections, bookings, ticketing, rates, fares, seat availability,
inventory, scheduling or PNR data, as well as any data retrieved from any CRS,
travel agency or other source during the performance of this Agreement
(collectively, "United Data") and all graphic designs and logos provided by
United to implement the Services, and certain information relating to the Seat
Map Query and Response, including without limitation the structure of certain
data within the computer reservation services relating to seat map queries and
response and the Seat Map Query and Response data
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<PAGE>
annexed hereto as Exhibit F (collectively, "United Content"); provided however,
that (i) United shall have no rights to data inputted, generated, processed or
retrieved related to monitoring the performance of, modifying or improving the
Reservation System or the performance of the Services, including without
limitation any bug reports or similar data generated during the performance of
this Agreement, and (ii) nothing shall prevent ITN from performing similar
services for other clients, including generating, processing, or retrieving the
same data from any third party sources, provided such services do not utilize
any data or content received or created through performance of this Agreement or
United confidential information. With respect to the United Data and United
Content, United represents and warrants that it holds the copyright and all
other intellectual property rights in and to the United Data and United Content
and all components thereof, that, to the best of its knowledge, performance of
the services hereunder and delivery of the Service to United and its customers
will not violate any law or agreement or any right of any party, and that United
possesses or has secured all other rights and agreements necessary for ITN to
perform the Services hereunder. ITN's sole remedy for breach of this Section 12
shall be the indemnity provided in Section 8 above.
(b) License to Data and Content. Notwithstanding the above, nothing
contained herein (including the provisions of Section 21 Confidential
Information) shall prohibit ITN from using or disclosing United Data in an
aggregate or statistical composite form to perform the limited purposes
described below in this Section 12(b). For this purpose, United hereby grants
ITN a limited license for the term of the Agreement, to (i) gather and
distribute data specifically for the limited purposes of complying with the Air
Transport Association's ("ATA") Recommended Practices for the Providers of
Electronic Reservation Services ("Recommended Practices"), as such Recommended
Practices may be modified from time to time; (ii) aggregate end-user data for
the limited purposes of billing United for fees based on individual transactions
per Exhibit B annexed hereto; (iii) aggregate transaction data for the limited
purposes of marketing ITN's services by gathering and reporting statistical data
on the number and booking dollar value of transactions processed by ITN,
provided, however, that such statistical data shall not disclose the number and
booking dollar value of transactions related solely to United; anti (iv) gather
data in order to monitor internally the Reservation System's performance. In
addition, United grants to ITN a world-wide, non-exclusive, royalty-free license
during the term of this Agreement to use, reproduce, electronically distribute,
publicly display, and publicly perform the United Data and United Content
delivered to ITN by United only in connection with the Services. Except as
expressly permitted herein, ITN shall have no other rights to capture, gather,
copy, aggregate, summarize, publish or distribute United Data. United has the
final right I of approval for any use of United Content, including the right to
approve any user interface and designs.
13. Acceptance
(a) Acceptance testing of the Services will be commenced by United
promptly following notification by ITN that the Service has been installed and
is ready for United's acceptance testing ("Acceptance Test"). The Service will
be tested in accordance with the Acceptance Test criteria and procedures
described in Exhibit C hereto. United will notify ITN of the results of the
Acceptance Test, within 5 days after completion and will describe any
-
nonconformance to the Acceptance Test criteria. Acceptance of the Services by
United shall occur when the Services are in accordance with Exhibit A and all of
the Acceptance Test criteria
5
<PAGE>
or as provided above ("Acceptance"). ITN will use reasonable commercial efforts
to promptly correct or remedy all such nonconformances, incorporate the
corrections into the Service, and resender the Service for further testing. If
United fails to provide ITN with notice of nonconformance within 5 days of
-
tender or any subsequent resender, the Service shall be deemed Accepted and the
last day shall be deemed the "Date of Acceptance."
(b) If the Date of Acceptance has not occurred by December 31, 1997
(the "Final Acceptance Date"), United will, within five (5) days thereafter,
notify ITN in writing of its election of either of the following:
(i) That United instructs ITN to correct any deficiencies in the
Services and tender such Services for acceptance testing. Unless United advises
ITN of its election to terminate this Agreement in accordance with the terms and
conditions of Section 13(b)(ii) below, ITN will thereafter continue to correct
deficiencies and retender the Services for testing as often as necessary to
achieve Acceptance.
(ii) That United terminates this Agreement in its entirety,
without any cost or further obligation on United's part. In the event of
United's termination under this Section 13(b)(ii), ITN shall promptly refund any
payments previously made by United under this Agreement.
(c) Notwithstanding the above, if ITN notifies United that the
deficiencies cannot be corrected, then this Agreement shall automatically
terminate pursuant to this Section 13(c).
14. ITN's Employees; Supervision
ITN will employ only skilled, professional persons to perform the
Services specified in this Agreement. All such employees will at all times be
employees or contractors of ITN and not of United. ITN at all times will be an
independent contractor with full and complete responsibility for all of its
employees, agents, and subcontractors. To that end, ITN will employ and direct
such personnel as it requires to perform said Services, will exercise full and
complete authority over its personnel, and will have the sole right to hire and
discharge said persons.
15. EXCEPT AS EXPRESSLY PERMITTED HEREIN, ITN DOES NOT MAKE ANY GUARANTY,
WARRANTY OR REPRESENTATION, EXPRESSED OR IMPLIED INCLUDING, WITHOUT LIMITATION,
ANY WARRANTY AS TO QUALITY, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE OR NONINFRINGEMENT.
16. Capital Equipment Coverage
Both parties agree that ITN will be required to make an investment of
$250,000 in capital equipment in order to support United's booking volume
estimate of 500 bookings per day. These estimates are based solely on United's
estimates and are not the responsibility of ITN. Both parties further agree that
in the event that United's booking volume in the first 30 days of operation of
the Service following the Date of Acceptance does not average 500 per day,
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<PAGE>
then the monthly access fee set forth on Exhibit B will be increased by $3,000
(e.g. to $5,500) per month until that month in which average booking volume
reaches 500 per day.
17. Taxes
United will pay any sales or use taxes (except for any tax levied
upon or measured by ITN's gross receipts) imposed by any taxing authority and
required to be paid by ITN or United as a result of products delivered or
services provided to United under this Agreement. United will not be liable for
any tax levied upon or measured by the income of ITN. If a claim is made against
ITN for any taxes that are to be paid by United, ITN will timely notify United.
If United so requests in writing, ITN will, at United's expense, take such
action as United may reasonably direct with respect to such taxes, including
payment of such taxes under protest. If the tax has been paid, and if requested
by United, ITN will, at United's expense, take such action as United may
reasonably direct, including allowing United to file a claim or commence legal
action in ITN's name, to recover such tax payment. In the event of refund or
recovery of any tax, or part thereof, ITN will pay to United promptly that
portion of the tax paid by United, including any interest received thereon.
18. Consequential Damages
NEITHER PARTY WILL BE LIABLE FOR, AND EACH PARTY WAIVES AND RELEASES
ANY CLAIMS AGAINST THE OTHER PARTY FOR, ANY SPECIAL, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST REVENUES, LOST
PROFIT, OR LOSS OF PROSPECTIVE ECONOMIC ADVANTAGE, RESULTING FROM PERFORMANCE OR
FAILURE TO PERFORM UNDER THIS AGREEMENT, EXCEPT WITH RESPECT TO THIRD PARTY
INDEMNIFICATION CLAIMS.
19. Payment
All payments due to ITN hereunder (other than the Design and Set-up
Fee set forth in Section 5 hereof) shall be made within forty-five (45) days of
the date of ITN's invoice. United shall be responsible for and shall pay when
due all sales, use and other taxes and similar charges based on or arising from
this Agreement or its performance, other than taxes based on ITN's net income.
Late payments will bear interest at 1% per month or the maximum rate permitted
by law, whichever is less.
20. Project Manager
Each party will designate a Project Manager who will be responsible
for that party's performance under this Agreement and who, to the extent
practicable, will have decision-making responsibility regarding that party's
performance hereunder.
21. Confidential Information
Except in any proceeding to enforce the provisions of this Agreement,
neither Party will disclose to any third party the financial terms of this
Agreement or the terms contained in any Exhibit or Attachment hereto.
Notwithstanding anything else contained in this
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<PAGE>
Agreement, either party may disclose the terms and conditions of this agreement;
i) as required by any court or other governmental body, ii) as otherwise
required by law, iii) to legal counsel of the parties, iv) in confidence, to
accountants, banks, proposed investors, and financing sources and their
advisors, v) in confidence, with the enforcement of this Agreement or rights
under this Agreement or vi) in confidence, in connection with a merger or
acquisition or proposed merger or acquisition of either party. Each party agrees
that all orders, forecasts, financial or marketing plans or data (including
without limitation any United Data described in Section 12(a) hereto) or any
data processing programs or procedures, know-how and ideas and all other
business, technical and financial information they obtain from the other that
are clearly marked or otherwise designated in this Agreement as "Confidential"
or "Proprietary" are the confidential property of the disclosing party
("Proprietary Information" of the disclosing party). Notwithstanding the above,
nothing contained herein shall restrict ITN from complying with industry
reporting requirements. Except as expressly allowed in this Agreement, the
receiving party will hold in confidence and not use or disclose any Proprietary
Information of the disclosing party and shall similarly bind its employees in
writing. This section shall survive termination of this Agreement. The receiving
party shall not be obligated under this Section with respect to information that
(a) is or has become publicly available; or (b) is received from a third party
lawfully empowered to disclose such information; or (c) was rightfully in the
possession of the receiving party prior to its disclosure by the other party; or
(d) was independently developed by employees or consultants of the receiving
party.
22. Publicity
During the term of this Agreement, ITN may refer to United as a
customer reference in non-public business dealings with potential customers and
financial concerns. In addition, during the term of this Agreement, ITN may
list United as a customer of ITN in any public offering document seeking
financing for the Company. Neither party will refer to this agreement or use
the name of the other party in any form of publicity or advertising, either
directly or indirectly, without the prior written consent of the other party.
Except as permitted herein, ITN will not use any United trade name or service
marks, including the names "United Air Lines, Inc.," "United Airlines," "United"
or United's logotype, without first obtaining United's prior written approval of
such use.
23. Unauthorized Payments
(a) In connection with any performance under this Agreement, neither
ITN, nor any officer, or agent of ITN, will make any payment, or offer, promise
or authorize any payment, of any money or other article of value, to any
official, employee, or representative of United, or to any person or entity
doing business with United, in order either to obtain or to retain United's
business, or to direct United's business to a third party, or to influence any
act or decision of any employee or representative of United to perform or to
fail to perform his or her duties, or to enlist the aid of any third party to do
any of the foregoing.
(b) In connection with any performance under this Agreement, neither
ITN, nor any officer, employee, or agent of ITN, will solicit or receive any
amount of cash or negotiable paper, or any item, service or favor of value from
any present or prospective supplier, vendor or customer of United, or from
anyone else with whom United does business, including
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<PAGE>
any governmental official or representative, for or in connection with the
obtaining or retaining any business of or with United. ITN will refuse to accept
all such gifts and, if received, will return such gifts to the donor. In all
such cases ITN will notify United promptly of such gift or offer thereof If
United deems it necessary, ITN will turn over such gifts to United for further
handling.
24. Non-discrimination
In performing under this Services Agreement, ITN will comply with all
applicable requirements, orders, and regulations of the federal government and
any applicable state or local laws, pertaining to non-discrimination in
employment, including, without limitation, the provisions contained in
Paragraphs 1 through 7 of Part II, Non-discrimination in Employment by
Government ITNs and Subcontractors, of Executive Order 11246 (as amended by
Executive Order 11375).
25. Force Majeure
Neither party will be responsible for delays in or suspension of
performance (excluding the obligation to pay for services rendered and approved
and goods sold and delivered) caused by acts of God or governmental authority,
strikes or labor disputes, fires or other loss of manufacturing facilities,
breach by suppliers of supply agreements, or other similar or dissimilar cause
beyond the reasonable control of that party.
26. Termination
(a) If either party (the "Defaulting Party") fails to observe or
perform any of its material obligations under this Agreement and if this failure
continues for a period of thirty (30) days after written notice to the
Defaulting Party thereof, then, without prejudice to any other rights or
remedies the other party may have, this Agreement will terminate as of the
expiration date of the notice period.
(b) If either party (the "Defaulting Party") ceases operations
(without a successor) for reasons other than a strike, then the other party (the
"Insecure Party") may immediately terminate this Agreement on notice to the
Defaulting Party unless the Defaulting Party immediately gives adequate
assurance of the future performance of this Agreement by establishing an
irrevocable letter of credit--issued by a U.S. bank acceptable to the Insecure
Party, on terms and conditions acceptable to the Insecure Party, and in an
amount sufficient to cover all amounts potentially due from the Defaulting Party
under this Agreement--that may be drawn upon by the Insecure Party if the
Defaulting Party does not fulfill its obligations under this Agreement in a
timely manner.
(c) If bankruptcy proceedings are commenced with respect to either
party (the "Bankrupt") and if this Agreement has not otherwise been terminated,
then the other party (the "Other Party") may suspend all further performance of
this Agreement until the Bankrupt assumes or rejects this Agreement pursuant to
Section 365 of the Bankruptcy Code or any similar or successor provision. Any
such suspension of further performance by the Other Party pending the Bankrupt's
assumption or rejection will not be a breach of this Agreement and will
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<PAGE>
not affect the Other Party's right to pursue or enforce any of its rights under
this Agreement or otherwise.
(d) Exercise by either party of its right to terminate under any
provision of this Agreement will not affect or impair its right to enforce its
other rights or remedies under this Agreement.
27. Non-Waiver
No waiver by either party of any default or breach by the other party
of any provision of this Agreement will operate as or be deemed a waiver of any
subsequent default or breach.
28. Audit Procedures
United has the right at its expense to appoint an independent
certified public accountant reasonably acceptable to ITN (such acceptance not to
be unreasonably withheld) to audit, the books and records relating to the
booking information for the Service, provided that (i) United schedules the
audit in advance for a time that is mutually agreed upon by United and ITN, (ii)
United follows all of ITN's rules, restrictions, security policies, etc. when
conducting its audit, and (iii) ITN will not be held responsible for any service
outages or equipment failures to United's dedicated environment resulting from
United's audit activities.
29. Relationship Between the Parties
(a) ITN in furnishing services to United under this Agreement is
acting only as an independent contractor. Each party has the sole right and
obligation to supervise, manage, contract, procure, perform or cause to be
performed all obligations to be performed by that party pursuant to this
Agreement.
(b) Nothing in this Agreement shall prevent United from acquiring
similar services from other providers.
30. Third Party Rights
Nothing contained in this Agreement will or is intended to create or
will be construed to create any right in or any duty or obligation to any third
party.
31. Amendments
This Agreement may be changed, modified or amended from time to time
only by express written agreement of the parties executed by their authorized
representatives.
32. Notices
Notices under the terms of this Agreement will be in writing and sent
by prepaid certified mail, return receipt requested, or by courier or facsimile
to the following addresses:
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To United: Fax No. (847) 700-5861 To ITN: Fax No. (650) 614-6390
United Airlines, Inc. Internet Travel Network
1200 E. Algonquin Road 453 Sherman Ave
Elk Grove Township, IL 60007 Palo Alto, CA 94306
Attn: Manager of Purchasing Attn: Vice President Sales
Notices will be effective on the first business day following receipt
thereof. Notices sent by certified mail or courier will be deemed received on
the date of delivery; notices sent by facsimile will be deemed received on the
date transmitted.
33. Assignment
In the event of an assignment of this Agreement, in whole or in part,
and unless otherwise consented to in writing by the non-assigning party, the
Agreement shall terminate within 120 days of such assignment.
34. Severability
In the event that any provision of the Agreement shall be determined
to be illegal or unenforceable, that provision will be limited or eliminated to
the minimum extent necessary so that this Agreement shall otherwise remain in
full force and effect and enforceable.
35. Governing Law
The provisions of this Agreement will be construed and enforced in
accordance with, and any dispute arising out of or in connection with this
Services Agreement, including any action in tort, will be governed by, the laws
of the State of Illinois.
36. Entirety of Agreement
This Agreement supersedes all prior oral or written representations
or communications between the parties and, together with any attachments,
constitutes the entire understanding of the parties, regarding the subject
matter of this Agreement.
THEREFORE, the parties by their authorized representatives have
executed this Agreement on the dates provided below.
INTERNET TRAVEL NETWORK, INC. UNITED AIRLINES, INC.
By: /s/ Matthew Ackerman By: /s/ Doug Hacker
__________________________ __________________________
Title: VP Finance Title: Sr. Vice President & CFO
Date: 11/21/97 Date: 11/20/97
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EXHIBIT A
ITN Services
Software Customization and Order Fulfillment
ITN will host a set of world wide web pages through which United customers
may access (through frames, hypertext links or otherwise) the ITN Reservation
System. These pages will implement the ITN standard features ("Standard
Features") listed in section (I) below and the customized or special features
("Special Features") agreed to by ITN and United, listed in section (II) below.
Each party will be fully responsible for all of its necessary computer
hardware, software, modems, connections to the Internet and other Items as are
needed for allowing access to the ITN Reservation System.
Business and Technical Support. ITN will provide United with its standard
technical support for the set of world wide web pages through which Customers
and United may access the ITN Reservation System via screens displaying the
Services ("Corporate Site"). Such support will include, but not be limited to,
telephone support to United during the hours of 6:00am-6:00pm Pacific Standard
Time.
I. Standard Features
. Integrated real-time booking engine for air, car and hotel travel
. Accesses Apollo, System One, Worldspan or Sabre
. Customizable graphics and text
. Customizable design and layout
. Complete online help section
. Description and announcement editor
. Reservations are queued, as well as e-mailed
. Travelers Resources section
. Dedicated URL
. City, airplane and hotel amenities information
<PAGE>
. User feedback form
. Full year online calendar
. Secure Server
. Agency Information control
. Text Colors and Backgrounds control
. Online payment
. Geocoded airport proximity search with reference points for hotel
availability
. Airport/city name auto-misspell detection
. Banner Advertising areas
. Password protected User Profiles with private user database, stored contact,
system, air, car and hotel preference, frequent flyer numbers
. Password protected Administration area
. Site Security Control- Allows United to immediately disable the site to
prohibit further access by United customers.
. Extensive access, performance and booking statistics updated daily
. PNR Documentation control
. Low Fare Search dependant upon CRS functionality available to ITN
. Preferred Air, Car and Hotel Vendors
. Negotiated Percent Discount Air Filters
. Flight Exclusion for Air Contracts
. City Exclusion for Air Contracts
. Expanded Corporate Traveler Profile
. Corporate Travel Policy Editor
. Car and Hotel Corporate Discount Codes
. Special Ticketing/Travel Instructions
<PAGE>
. Pre-Trip Authorization
. Multiple Availability Sorting Options
. Interface Customization Editor
. Preferred Hotel Properties and Negotiated Rates
. Private Hotel Database integration
. Remote Profile pulls
. Programmable PNR Construction
. Restricted Fare Selection
. Seat Maps
. Travel Arranger
II. SPECIAL FEATURES
1. United Airlines Paint Scheme.
. ITN will customize the look and feel of the Corporate Site to that of the
new United Airlines graphics scheme.
2. Airline-Specific Queuing.
. All itineraries containing only United segments are to be queued to one
pseudo city code, with all other reservations queued to a second pseudo
city code.
3. United Airlines Preferencing
. The Site will always include United Air Lines as one of three airlines
chosen in the airline preferencing section. The traveler may only choose
two airlines in addition to United Airlines.
4. Intelligent Ticket Delivery/Ticketing Method
. The Site will determine the Ticket Delivery/Ticketing Method available
(E-Ticket, Fed-Ex and Airport Pickup in addition to one or more other
delivery methods) based upon 1) date of departure (relative to the date
of booking), 2) Domestic or International travel, and 3) United or Non-
United as the carrier.
5. Premiere Status for Seatmaps
. This Site will transmit the Frequent Flyer number to the CRS for
evaluation and then display the seat availability based upon the CRS'
evaluation of the Frequent Flyer number. The traveler will be able to
select a seat on the seatmap based upon the CRS' evaluation of the
traveler's status (Premiere, etc.) and the seat availability.
<PAGE>
EXHIBIT B
FEES AND PAYMENT
<TABLE>
<CAPTION>
Internet Travel Manager Corporate Site
<S> <C>
Design and Set-Up Fee $ 50,000
Monthly Access Fee $ 2,500
Fee per Booking $[*]
Additional Fees
Fee for Alterations to Existing Pages $[*]
Monthly Maintenance Fee for Alterations to Existing Pages $ 25.00
Fee for Alterations to Additional Pages $[*]
Monthly Maintenance Fee for Alterations to Additional Pages $ 25.00
Programming Hourly Fee $[*]
HTML Coding Hourly Fee $[*]
Graphic Design Hourly Fee $[*]
Special Consulting Hourly Fee $[*]
Hotel Database Load $[*]
Flight Path $3,500.00
Fare Ticker $1,200.00
Seat Maps with Customization $ 500.00
Ability to Cancel/Change a PNR $[*] per change/
$[*] cap per transaction fee
Faxing of Booked Reservations - Domestic Fax $[*] per fax
Faxing of Booked Reservations - International Fax $[*] per fax
Dedicated Server (Installation and Configuration) $[*]
T1 Dedicated Line Installation $5,000.00
T1 Line Monthly Maintenance $ 900.00
Monthly Fee for Dedicated Server Maintenance $1,500.00
Separate Secure Server Registration (SSL Encryption) $1,000.00
Separate Secure Server Monthly Fee $ 100.00
Domain Name Set-Up Fee $[*]
Domain Name Monthly Fee $[*]
InterNIC Registration $[*]
</TABLE>
For all Engineering Fees, estimates will be provided and work will not be
initiated without a signed authorization from United accepting the estimate.
<TABLE>
<S> <C>
Special Features (as defined) $24,000.00
United Airlines Paint Scheme inclusive
Airline-Specific Queuing inclusive
United Airline Preferencing inclusive
Intelligent Ticket Delivery/Ticketing Method inclusive
Premiere Seatmaps $ 10,000
</TABLE>
- ------------------------
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.
<PAGE>
EXHIBIT C
User Acceptance Test Plan
- ------------------------------------------------------------------------------
State measurements to be used to determine customer sign-off and completed
deliverables:
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
x Quality Assurance Testing Date
Completed
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Site layout is according to specification.
- ----------------------------------------------------------------------------------------------------------------
Graphics loading properly.
- ----------------------------------------------------------------------------------------------------------------
Functionality is functioning as requested.
- ----------------------------------------------------------------------------------------------------------------
PNR testing- Agency receiving PNRs according to PNR Formats
document.
- ----------------------------------------------------------------------------------------------------------------
Appropriate ticket designators.
- ----------------------------------------------------------------------------------------------------------------
Fare basis codes storing properly.
- ----------------------------------------------------------------------------------------------------------------
CONDITIONS OF SATISFACTION functioning properly.
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
Logging In: YES NO
<S> <C> <C>
-------------------------------------------------------------------------------------------------------------
Type URL to access site
-------------------------------------------------------------------------------------------------------------
All graphics are loading
-------------------------------------------------------------------------------------------------------------
Click in the user-name field and enter user-name
-------------------------------------------------------------------------------------------------------------
Click in the Password field and enter password
-------------------------------------------------------------------------------------------------------------
This brings up the index page of your site
-------------------------------------------------------------------------------------------------------------
Click on each hyper-link to confirm connectivity
-------------------------------------------------------------------------------------------------------------
Click on the link to enter or change your profile
-------------------------------------------------------------------------------------------------------------
</TABLE>
OK per:________________
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
Create / Change Profile: YES NO
-------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Complete All available Profile Fields
-------------------------------------------------------------------------------------------------------------
Click on "Save My Profile" to store.........
-------------------------------------------------------------------------------------------------------------
Confirmation Page appears
-------------------------------------------------------------------------------------------------------------
Optional: Click on "Change Password"
-------------------------------------------------------------------------------------------------------------
Optional: Repeat "LOGGING IN" steps to confirm
-------------------------------------------------------------------------------------------------------------
</TABLE>
OK per:________________
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
Check Schedule: YES NO
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Enter the Reservation System
- ----------------------------------------------------------------------------------------------------------------------------
"Leaving" field pre-populated from profile
- ----------------------------------------------------------------------------------------------------------------------------
"Preferred Airlines" pre-populated from profile
- ----------------------------------------------------------------------------------------------------------------------------
"Sort flight choices by:" pre-populated from profile
- ----------------------------------------------------------------------------------------------------------------------------
"Class of Service" pre-populated from profile
- ----------------------------------------------------------------------------------------------------------------------------
"Show me # flights per leg" pre-populated from profile
- ----------------------------------------------------------------------------------------------------------------------------
Input destination, dates and times and click "Check flight availability"
- ----------------------------------------------------------------------------------------------------------------------------
Schedule display is effected by Preferences
- ----------------------------------------------------------------------------------------------------------------------------
Schedule display includes approximate per leg pricing(Domestic only)
- ----------------------------------------------------------------------------------------------------------------------------
Select schedule, number of passengers, Click on "Price my selected itinerary"
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
OK per:________________
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
Pricing: YES NO
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Economy (Lowest Available)
- ----------------------------------------------------------------------------------------------------------------------------
Coach (Unrestricted)
- ----------------------------------------------------------------------------------------------------------------------------
First
- ----------------------------------------------------------------------------------------------------------------------------
Business
- ----------------------------------------------------------------------------------------------------------------------------
Penalties and Restrictions displayed
- ----------------------------------------------------------------------------------------------------------------------------
"Purchase by" date displayed
- ----------------------------------------------------------------------------------------------------------------------------
Low Fare Search operates
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
OK per:________________
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
Cars: YES NO
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Click on "Car" icon to display Car Rental Reservations form
- ---------------------------------------------------------------------------------------------------------------------------
"Pickup City" pre-populated from itinerary
- ---------------------------------------------------------------------------------------------------------------------------
"Pickup Time" pre-populated from itinerary
- ---------------------------------------------------------------------------------------------------------------------------
"Drop Off City" pre-populated from itinerary
- ---------------------------------------------------------------------------------------------------------------------------
"Drop Off Time" pre-populated from itinerary
- ---------------------------------------------------------------------------------------------------------------------------
"Car Preference" pre-populated from profile
- ---------------------------------------------------------------------------------------------------------------------------
"Sort Return By" pre-populated from profile
- ---------------------------------------------------------------------------------------------------------------------------
"Number of Cars to Display" pre-populated from profile
- ---------------------------------------------------------------------------------------------------------------------------
"Preferred Car Rental Agency" pre-populated from profile
- ---------------------------------------------------------------------------------------------------------------------------
Make desired changes and click "Check car Availability
- ---------------------------------------------------------------------------------------------------------------------------
Make desired selection and click "Add this car to my itinerary"
- ---------------------------------------------------------------------------------------------------------------------------
Car Availability display is effected by preferences
- ---------------------------------------------------------------------------------------------------------------------------
Car Company Name, Car type and Rate are displayed on Itinerary
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
OK per:________________
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
Hotels: YES NO
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Click on "Hotel" icon to display "Hotel Reservations" form
- ---------------------------------------------------------------------------------------------------------------------------
"City" pre-populated from itinerary
- ---------------------------------------------------------------------------------------------------------------------------
"Check In" date pre-populated from itinerary
- ---------------------------------------------------------------------------------------------------------------------------
"Check Out" date pre-populated from itinerary
- ---------------------------------------------------------------------------------------------------------------------------
"Room Type" pre-populated from profile
- ---------------------------------------------------------------------------------------------------------------------------
"Bed Type" pre-populated from profile
- ---------------------------------------------------------------------------------------------------------------------------
"Maximum Price Range" pre-populated from profile
- ---------------------------------------------------------------------------------------------------------------------------
"Search Range" pre-populated from profile
- ---------------------------------------------------------------------------------------------------------------------------
"Sort Hotel choices by" pre-populated from profile
- ---------------------------------------------------------------------------------------------------------------------------
"Number of Hotel Choices to Display" pre-populated from profile
- ---------------------------------------------------------------------------------------------------------------------------
"Preferred Hotel Chains" pre-populated from profile
- ---------------------------------------------------------------------------------------------------------------------------
Make desired changes and click "Check room availability, I'll be patient"
- ---------------------------------------------------------------------------------------------------------------------------
Hotel Availability display is effected by preferences
- ---------------------------------------------------------------------------------------------------------------------------
Make desired selection and click "Please add this hotel choice to my itinerary"
- ---------------------------------------------------------------------------------------------------------------------------
Hotel Name and Rate are displayed on Itinerary
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
OK per:________________
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
Reservation/Booking Form: YES NO
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
"Passenger Information"
- ---------------------------------------------------------------------------------------------------------------------------
"First Name" and "Last Name" pre-populated from profile
- ---------------------------------------------------------------------------------------------------------------------------
"Meal Request" pre-populated from profile
- ---------------------------------------------------------------------------------------------------------------------------
Number of Name fields equals number of passengers traveling..........
- ---------------------------------------------------------------------------------------------------------------------------
"Special Requests" pre-populated from profile
- ---------------------------------------------------------------------------------------------------------------------------
"Delivery Information"
- ---------------------------------------------------------------------------------------------------------------------------
"Name" pre-populated from profile
- ---------------------------------------------------------------------------------------------------------------------------
"Company" pre-populated from profile
- ---------------------------------------------------------------------------------------------------------------------------
"Street Address" pre-populated from profile
- ---------------------------------------------------------------------------------------------------------------------------
"City" pre-populated from profile
- ---------------------------------------------------------------------------------------------------------------------------
"State" and "Zip Code" pre-populated from profile
- ---------------------------------------------------------------------------------------------------------------------------
"Email" pre-populated from profile
- ---------------------------------------------------------------------------------------------------------------------------
"Day Phone" pre-populated from profile
- ---------------------------------------------------------------------------------------------------------------------------
"Home Phone" pre-populated from profile
- ---------------------------------------------------------------------------------------------------------------------------
"Payment Information"
- ---------------------------------------------------------------------------------------------------------------------------
Make Desired form of payment selection
- ---------------------------------------------------------------------------------------------------------------------------
Click on "I'll wait while you book these travel arrangements"
- ---------------------------------------------------------------------------------------------------------------------------
Confirmation Page displays Air, Car and Hotel in itinerary
- ---------------------------------------------------------------------------------------------------------------------------
Confirmation Page displays quoted price
- ---------------------------------------------------------------------------------------------------------------------------
Confirmation Page displays Reservation Confirmation number...........
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
OK per:________________
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
Site Administration: YES NO
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Log in with Administrator User-name and Secret word
- ---------------------------------------------------------------------------------------------------------------------------
Click on "Corporate Travel Administration" link............
- ---------------------------------------------------------------------------------------------------------------------------
"Corporate Site Administration" page is displayed
- ---------------------------------------------------------------------------------------------------------------------------
Click on "Administration Help" and read instruction
- ---------------------------------------------------------------------------------------------------------------------------
Complete all fields per link and click "Now, put it on the net!"
- ---------------------------------------------------------------------------------------------------------------------------
Confirmation massage is displayed
- ---------------------------------------------------------------------------------------------------------------------------
"Agency Information"
- ---------------------------------------------------------------------------------------------------------------------------
"Company Information"
- ---------------------------------------------------------------------------------------------------------------------------
"Traffic and Performance Analysis "............
- ---------------------------------------------------------------------------------------------------------------------------
"Air Policy"
- ---------------------------------------------------------------------------------------------------------------------------
"Car Policy"
- ---------------------------------------------------------------------------------------------------------------------------
"Hotel Policy"
- ---------------------------------------------------------------------------------------------------------------------------
"PNR Editor"
- ---------------------------------------------------------------------------------------------------------------------------
"Negotiated Rates Administration" "Description and Announcement" "Text Colors and Backgrounds" "Security"
- ---------------------------------------------------------------------------------------------------------------------------
"Sample Reservation Forms"
- ---------------------------------------------------------------------------------------------------------------------------
"Evaluate Beta Software Here"
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
OK per:________________
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
Special Features: YES NO
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------
Airline Queuing:
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Check that all UA segments queue to designated queue
- ---------------------------------------------------------------------------------------------------------------------------
Check that all carriers except for UA queue to designated queue
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
User Profiles:
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Check that UA is designated as a mandatory preference when OA is selected
- ---------------------------------------------------------------------------------------------------------------------------
Check that UA is NOT selected as mandatory when NO PREFERENCE is selected
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Intelligent Ticketing:
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
If UA domestic more than 14 days does it offer only ET option
- ---------------------------------------------------------------------------------------------------------------------------
If UA domestic between 5 - 14 days does it offer only ET option
- ---------------------------------------------------------------------------------------------------------------------------
If UA domestic less than 5 days does it offer only ET option
- ---------------------------------------------------------------------------------------------------------------------------
If UA or non - UA domestic or international within 2 hours of departures it offers no options
- ---------------------------------------------------------------------------------------------------------------------------
If UA or non - UA international more than 14 days does it offer US Mail and Fedex
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<S> <C>
---------------------------------------------------------------------------------------------------------------------------
If UA or non- UA international between 5 day and 14 days it should offer only Fedex
---------------------------------------------------------------------------------------------------------------------------
If non-UA domestic more than 14 days does it offer ET when available then US mail and Fedex
---------------------------------------------------------------------------------------------------------------------------
If non-UA domestic between 5- 14 days does it offer ET when available then US mail and Fedex
---------------------------------------------------------------------------------------------------------------------------
If UA or non- UA international between 5 - 14 days does it offer only Fedex
---------------------------------------------------------------------------------------------------------------------------
If UA international within 5 days it should offer only Airport ticketing or city ticketing office
---------------------------------------------------------------------------------------------------------------------------
if non-UA international within 5 days it should offer only Airport ticketing
---------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------
Premiere Seats
---------------------------------------------------------------------------------------------------------------------------
Enter a Mileage Plus number that has Premiere status in you user profile and save
---------------------------------------------------------------------------------------------------------------------------
Select an itinerary on United Airlines and proceed to the Reservation Request page
---------------------------------------------------------------------------------------------------------------------------
Launch the Seatmap Applet
---------------------------------------------------------------------------------------------------------------------------
Assure that Premiere status seats are available for you to select
---------------------------------------------------------------------------------------------------------------------------
Select Premiere status seats Make your reservation
---------------------------------------------------------------------------------------------------------------------------
Contact the Agency/Airline to confirm premiere seats have been assigned.
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
OK per:________________
NOTES:
_______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
Completed By:______________________
Company:____________________
Signature:__________________________________
Date:___________________________________________
<PAGE>
EXHIBIT D
Performance Measures
Measure Expectation
- ------- -----------
1. system "up & running" [*]%
2. Notification to United Program within one hour of
Administrator occurrence of "system down"
3. Response time to United Program within 24 hrs by account
Administrator calls management
within 2 hours by technical
support acknowledging call
within 24 hours technical
support will provide an
estimate of the time frame
required to resolve a problem.
4. Customer Support [*]% of all phone calls to
customer support will be
answered within [*] minutes.
E-mail responses to e-mail
inquiries are made within 24
hours of receipt.
All customer call-backs will
be made within [*] minutes.
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.
<PAGE>
EXHIBIT E
Additional Special Features
<PAGE>
EXHIBIT F
SEAT MAP QUERY AND REQUEST
<PAGE>
<TABLE>
<CAPTION>
3010 - Seat Map Request
- -------------------------------------------------------------------------------------------------------------------------------
Field Name Data Length Description
Type
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Input Version N 2 "02"
- -------------------------------------------------------------------------------------------------------------------------------
Output Version N 2 "01"
- -------------------------------------------------------------------------------------------------------------------------------
Seat Map Input Identity A 6 "SEATMI"
- -------------------------------------------------------------------------------------------------------------------------------
Airline Code A 3 Left justified
- -------------------------------------------------------------------------------------------------------------------------------
Flight Number N 4 Zero filled
- -------------------------------------------------------------------------------------------------------------------------------
Date N 5 Flight date in DDMMM format
- -------------------------------------------------------------------------------------------------------------------------------
Board City A 3
- -------------------------------------------------------------------------------------------------------------------------------
Off City A 3
- -------------------------------------------------------------------------------------------------------------------------------
Booking Class A 2 Right justified
- -------------------------------------------------------------------------------------------------------------------------------
Number of Name Elements N 1 Number of name elements in the PNR.
This must be a number between 0 and
4 and will determine the number of
occurrences of the Name Element
field for this PNR. If the number
0, no further data is required and
no premier seats will be shown.
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
Repeat for Each Last Name
- -------------------------------------------------------------------------------------------------------------------------------
Number of First Names N 1 1 - 4
- -------------------------------------------------------------------------------------------------------------------------------
Length of Last Name N 2
- -------------------------------------------------------------------------------------------------------------------------------
Last Name A VL2-55 Last Name of Passenger
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
Repeat for Each First Name
- -------------------------------------------------------------------------------------------------------------------------------
Length of First Name N 2 0 for no first name
- -------------------------------------------------------------------------------------------------------------------------------
First Name AN VL
- -------------------------------------------------------------------------------------------------------------------------------
Frequent Traveler Number AN 19 Vendor (3 bytes) - blank filled,
left justified - Frequent Flier #
(16 bytes) - zero filled, right
justified
- -------------------------------------------------------------------------------------------------------------------------------
End First Name Repeat
- -------------------------------------------------------------------------------------------------------------------------------
End Last Name Repeat
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
3011 - Seat Map Response
- -------------------------------------------------------------------------------------------------------------------------------
Field Name Data Length Description
Type
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Output Version N 2 "01"
- -------------------------------------------------------------------------------------------------------------------------------
Seat Map Output Identity A 6 "SEATMO"
- -------------------------------------------------------------------------------------------------------------------------------
Number of Rows N 3 Number of row items
- -------------------------------------------------------------------------------------------------------------------------------
Number of Seats per Tow N 2 max for any row
- -------------------------------------------------------------------------------------------------------------------------------
Smoking/Non Smoking Departure A 1 "Y" Smoking on this flight,
"N" No smoking this flight
- -------------------------------------------------------------------------------------------------------------------------------
Aircraft Equipment Type AN 3
- -------------------------------------------------------------------------------------------------------------------------------
Board City A 3
- -------------------------------------------------------------------------------------------------------------------------------
Off City A 3
- -------------------------------------------------------------------------------------------------------------------------------
Status N 2 00 - Request was successful.
Non-zero return code will be the
length of the error message following
- -------------------------------------------------------------------------------------------------------------------------------
Error Message AN VL Message text.
Overlaps remaining fields if error
message is present
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
Start Row Item Definition
- -------------------------------------------------------------------------------------------------------------------------------
Row Number A 3
- -------------------------------------------------------------------------------------------------------------------------------
Location A 1 "B" - exit wing
"C" - exit upper
"E" - exit;
"W" - wing;
"U" - upper
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
Start Seat Item Definition
- -------------------------------------------------------------------------------------------------------------------------------
Seat Letter A 1 A thru Z
- -------------------------------------------------------------------------------------------------------------------------------
Smoking Indicator A 1 "Y" - Smoking;
"N" - Non-smoking
- -------------------------------------------------------------------------------------------------------------------------------
Seat Location A 1 "A" - Aisle;
"W" - Window;
blank - Middle seat
- -------------------------------------------------------------------------------------------------------------------------------
Seat Status A 1 blank if seat is available;
"S" - Saved
- -------------------------------------------------------------------------------------------------------------------------------
Premiere A 1 "P" - Premiere seat;
blank - Not Premiere
- -------------------------------------------------------------------------------------------------------------------------------
End Seat Item Repeat
- -------------------------------------------------------------------------------------------------------------------------------
End Row Repeat
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Amendment No. 1
to the Agreement Dated November 20, 1997
by and between United Airlines and Interact Travel Network
This Amendment Agreement (the "Amendment") is effective the 25/th/ day of
------
November, 1997 by and between UNITED AIRLINES, INC., a Delaware corporation with
offices at 1200 E. Algonquin Road, Elk Grove, IL 60007 (hereafter referred to as
"United"), and Internet Travel Network, with offices at 453 Sherman Avenue,
Pale Alto, California 94306 (hereafter referred to as "ITN") and amends certain
terms and conditions of the Agreement Dated November 20, 1997 by and between
United Airlines and Internet Travel Network ("Agreement"). Any capitalized terms
not otherwise defined herein shall have the meanings assigned to them in the
Agreement.
Whereas, United desires to add certain additional Special Features to the
Service as provided in Section 5 of the Agreement;
Whereas, ITN is willing to provide such Special Features on the terms and
conditions described herein.
NOW THEREFORE, United and ITN agree as follows to amend the Agreement to
attach the following Exhibit E-1.
IN WITNESS WHEREOF, the parties by their authorized representatives have
executed this Agreement on the dates provided below.
INTERNET TRAVEL NETWORK, INC. UNITED AIRLINES, INC.
By: /s/ Matthew Ackerman By: /s/ Jan S. Dunn
--------------------------- ---------------------------
Title: VP Finance Title: Senior Buyer
------------------------ ------------------------
Date: 12/3/97 Date: 11/25/97
------------------------- -------------------------
<PAGE>
EXHIBIT E-1
ADDITIONAL SPECIAL FEATURES
Special Feature Payment Terms
- --------------- -------------
1. Credit Card Address Verification As provided below
. The Site will verify and cross
check the billing address
provided by the traveler with the
billing address assigned to the
credit card provided for payment
through access to structured data
commands.
2. Instant E-Ticket Capability As provided below
. For United flights only the Site
will issue the commands to United
in order to allow an instant E-
Ticket to be generated,
3. Code Share Recognition As provided below
. The Site will recognize that a
partner carrier is operating the
designated flight and will notify
the traveler of such.
4. Premier Seat Maps As provided below
. ITN will disable the provision
for structured data access to
Premier Seat Maps in all of its
other sites, until such time as
alternative authorization is
provided to ITN.
___________
$20,000 (50% of which
shall be due on receipt
of invoice and 50% of
which shall be due within
30 days of acceptance by
United)
<PAGE>
Amendment No. 2
to the Agreement Dated November 20, 1997
by and between United Air Lines and Internet Travel Network
This Amendment Agreement (the "Amendment") is effective the 21st day of
April, 1998 (the "Effective Date") by and between United Air Lines, Inc., a
Delaware corporation with offices at 1200 E. Algonquin Road, Elk Grove, IL 60007
(hereafter referred to as "United"), and Internet Travel Network, a California
corporation with offices at 445 Sherman Avenue, Palo Alto, California 94306
(hereafter referred to as "ITN") and amends certain terms and conditions of the
Agreement Dated November 20, 1997 by and between United and Internet Travel
Network ("Agreement"). Any capitalized terms not otherwise defined hereto shall
have the meanings assigned to them in the Agreement.
Whereas, United desires to add certain additional Special Features to the
Service as provided in Section 5 of the Agreement;
Whereas, ITN is willing to provide such Special Features on the terms and
conditions described herein.
NOW THEREFORE, United and ITN agree as follows to amend the Agreement to
attach the following Exhibit E-2.
IN WITNESS WHEREOF, the parties by their authorized representatives have
executed this Agreement on the dates provided below.
INTENT TRAVEL NETWORK UNITED AIR LINES, INC.
By: /s/ Matthew Ackerman By: /s/ Susan M. Fullman
--------------------------- ---------------------------
Title: VP Finance Title: Director Distribution
------------------------ ------------------------
Date: 3/29/99 Date: 4/13/99
------------------------- -------------------------
<PAGE>
EXHIBIT E-2
ADDITIONAL SPECIAL FEATURES
Special Feature - United WebConnection Cycle One
- ------------------------------------------------
1. Mileage Plus Program - ITN will use reasonable commercial efforts to deliver
an internet-based application for United Mileage Plus members as described
below:
a. User Administration Features - The ability to deactivate and reactivate a
user's account and reset a password provided to the user administrators of
the product.
b. Perks Plus Program - Enable the user to store a Tour Code in the Primary
Profile and select it to include in a particular reservation.
c. One Way Upgrade Kits - Allow the user to request a Mileage Plus upgrade for
a ticketed United itinerary.
d. Detection of Double Round Trips - The capability to recognize a domestic
itinerary that contains the same round-trip more than once within an
itinerary
e. Login - User Migration and Mileage Plus Enrollment
f. User Data Migration plan - Plan provided by United, to be deployed over the
span of 4-6 months to merge the User Databases that are currently at
GiantStep and ITN. A new User Database (Web Connection) is to be created
where the data has been validated through the Mileage Plus Member Database.
The process will also allow users to enroll into Mileage Plus program
directly.
g. Guest Access - Guest Access is provided to users from the login page. Guest
users will be prompted to register to become a member at the point of
purchasing a reservation.
h. Mileage Plus Enrollment Data Maintenance - The Mileage Plus Enrollment
Registration page offers the user the ability to maintain the data on the
housed on the Mileage Plus system, in case of any changes in the enrollment
data.
i. Mileage Plus PIN Activation and Request - PIN activation and request to
access the Mileage Plus Secured features (Mileage PlusAward Travel, Mileage
Plus Account history, Mileage Plus Registration Data Maintenance).
j. Mileage Plus Award Travel Booking, Changing and Canceling - The ability to
plan and book, change and cancel Domestic Mileage Plus Award Travel
itineraries online.
k. Mileage Plus Account History - The ability to view Mileage Plus Account
History that has occurred to the Mileage Plus Account within the past 24
month period.
l. Mileage Plus Award Mile Calculator - Creation of a Mileage Plus Miles
inquiry process that allows the entry of an origin and destination city and
delivery of a display of the required miles to purchase an award using
Standard or Saver miles.
2. Electronic Mail Functionality- ITN will use reasonable commercial efforts to
deliver an Electronic Mail Function designed to support the following
requirements:
a. An administrative process to allow for the entry and maintenance of the
content of the E-mail message
b. Enable United to send email messages to WebConnection users with Welcome,
marketing promotion, and other types of personalized messages
c. Enable user to remove himself from the email list
3. Data Capture and Delivery - ITN shall deliver the transaction and customer
information captured within the WebConnection database. The data shall be
transmitted via a dedicated line between ITN and United.
Acceptance of this Special Feature will be deemed to have occurred within thirty
(30) days of release of the Special Feature by ITN to United, unless otherwise
communicated by United to ITN in writing. In the event that United communicates
nonconformances in the Special Feature to ITN in writing. ITN will use
reasonable commercial efforts to promptly correct or remedy such nonconformances
and retender the Special Feature for further testing. If United fails to provide
ITN with notice of nonconformance within five (5) business days of any
subsequent retender, the Special Feature shall be deemed Accepted and the last
day shall be deemed the "Date of Acceptance." Notwithstanding the above, release
of the Special Feature to be used by the public shall be considered Acceptance
of the Special Feature by United.
United agrees to pay to ITN within thirty (30) days of the Date of Acceptance of
the Special Feature, a total of $694,359.60 for this project ($372,179.80 of
which has already been paid by United).
<PAGE>
<PAGE>
Amendment No. 3
to the Agreement Dated November 20, 1997
by and between United Air Lines and Internet Travel Network
This Amendment Agreement (the "Amendment") is effective the 1st day of
October, 1998 (the "Effective Date") by and between United Air Lines) Inc., a
Delaware corporation with offices at 1200 E. Algonquin Road, Elk Grove, IL 60007
(hereafter referred to as "United"), and Internet Travel Network, a California
corporation with offices at 445 Sherman Avenue, Pale Alto, California 94306
(hereafter referred to as "ITN") and amends certain terms and conditions of the
Agreement dated November 20, 1997 by and between United and ITN, as amended
("Agreement"). Any capitalized terms not otherwise defined herein shall have the
meanings assigned to them in the Agreement.
Whereas, United desires that ITN provide additional end-user customer
support ("Customer Support") in addition to the Service provided in the
Agreement;
Whereas, ITN is willing to provide such Customer Support on the terms and
conditions described herein.
NOW THEREFORE, United and ITN agree as follows to amend the Agreement to
attach the following Exhibit E-3.
IN WITNESS WHEREOF, the parties by their authorized representatives have
executed this Agreement on the dates provided below.
INTENT TRAVEL NETWORK UNITED AIR LINES, INC.
By: /s/ Matthew Ackerman By: /s/ Susan M. Fullman
--------------------------- ---------------------------
Title: VP Finance Title: Director Distribution
------------------------ ------------------------
Date: 3/29/99 Date: 4/13/99
------------------------- -------------------------
<PAGE>
EXHIBIT E-3
ADDITIONAL CUSTOMER SUPPORT
1. Technical Support
ITN will provide answers to customer questions related to the utilization of the
Services, including:
United WebConnection
- --------------------
. Provide technical and user support on network connection, firewall and
server issues
. Troubleshoot network, browser connection and configurations
. Logging of calls, electronic mail and voicemail messages
. Escalation of critical issues internally at ITN, United, and/or Galileo
. Reset passwords and unlock user accounts
. Maintain, update and support resolution data base
UAL.COM
- -------
. Escalation of any network connect/on issue on Flight Search to United
. Escalation of any network connection issue on Flight Status to United
2. Customer Support
ITN will provide customer support for all issues related to online bookings,
including:
United WebConnection
- --------------------
. Provide additional problem resolution support for airline "no recs" and
fare discrepancies on all carriers
. Provide basic customer training on the use of the product
. Assist with registration, password and user profile issues
. Provide voice mail box and electronic mail support for customer inquiries
. Follow through on customer compliments or complaints
. Provide ongoing updates to the customer regarding outstanding issues
. Work with United reservations, consumer affairs, airline ticketing and
refund departments, preferred ticketing providers and air, car and hotel
vendors, as appropriate, to facilitate resolution of customer issues
. Provide assistance with issues regarding lost tickets
. Provide confirmations
. Allow name changes
. Allow booking changes
. Provide fare quotes
. Provide seat assignments
. Provide waivers where necessary for resolution of customer issues
Mileage Plus
- ------------
. Provide basic customer training on the use of the Mileage Plus
functionality
. Troubleshoot password and pin issues
. Assist clients with Mileage Plus Bonus discrepancies
. Escalation of any registration issue to United and/or Mileage Plus
3. Hours of Operation
ITN will provide Customer Support services to customers twenty-four hours a day,
seven days a week.
<PAGE>
4. Ticket Support
Includes the management of items listed below and is typically provided on
pre/post ticket purchases:
. Direct calls from users/reservation to changes/refunds tickets booked
online
. Assist with cancellation of PNR's
. Assist with issues regarding traveler (on other airlines) name changes
. Provide assists with seat assignment and adding Mileage Plus numbers
. Assist clients with electronic tickets not issued due to system failures
. Assist with any type of waiver due to system failures related to the
Services
. Assist with all fulfillment/reservations due to credit card declines
. Assist United's designated ticket fulfillment provider with lost ticket
tracking/applications
5. Service Performance Standards
ITN will use reasonable commercial efforts to:
. Answer [*]% of incoming telephone calls within [*] minutes
. All customer call-backs to be made within [*] of original call
. Have an Abandoned Call rate (as defined below) of less than [*] percent
[*]% of total occurrences
. Respond to all electronic mail requests within [*] hours of receipt
. CC each electronic mail response to United at the designated email address
. CC each written correspondence response to United at the designated
address
. Acknowledge all Customer Support correspondence within [*] business days
of receipt
Note: Abandoned Calls are calls that are abandoned after the customer has waited
for [*] minutes.
6. Reports
-------
ITN shall use reasonable commercial efforts to provide the following reports to
United within seven (7) working days of each month end, listing the figures for
that month and, the year to date. Subject to these considerations and any other
mutually agreed upon reports, the following reports will be provided to United
by ITN on a monthly basis:
Telephone Support
- -----------------
Number of telephone calls received
Total number of minutes of all calls
Average period of time spent on hold by customers
Average period of time for each telephone call
Number and percentage of abandoned telephone calls
Email Support
- -------------
Number of electronic mails received
Average period of time to respond to each electronic mail
Written Correspondence Support
- ------------------------------
Number of letters (e.g. written correspondence) received
Average period of time to respond to each letter
The format of these reports may be revised from time to time to include
additional or different information, as mutually agreed upon by United and ITN.
7. Contract Review
ITN and United agree to meet on a quarterly basis to review progress and
performance of Customer Support under this Amendment No. 3.
[*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
<PAGE>
8. Payment for Customer Support.
----------------------------
Both parties acknowledge that United has previously paid to ITN a total of $[*]
for Customer Support rendered by ITN from the Effective Date of the Agreement
through September 30, 1998. United agrees to pay to ITN on a monthly basis, from
October 1, 1998 and thereafter, a total of 1) [*]/minute for Customer Support
Talk Time as measured by the ITN ACD system; 2) $[*] for each response to email
or written correspondence. From October 1, 1998, $[*] of the Monthly Access Fee
paid pursuant to the Agreement shall act as a credit toward payments due
pursuant to this Amendment. All fees payable pursuant to this Amendment shall be
invoiced and paid pursuant to the terms of Section 19 of the Agreement.
Monthly payment due and owning to ITN pursuant to this Amendment will be reduced
for a given month by, the following amounts in the event that the Performance
Standards above are not met in any particular month for that category of service
due to any reason within ITN's reasonable control:
Telephone Support - [*] percent [*]% reduction
Email and Written Correspondence Support- [*] percent [*]% reduction
[*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
<PAGE>
Amendment No. 4
to the Agreement Dated November 20, 1997
by and between United Air Lines and Internet Travel Network
This Amendment Agreement (the "Amendment") is effective the ___ day of
March, 1999 (the "Effective Date") by and between United Air Lines, Inc., a
Delaware corporation with offices at 1200 E. Algonquin Road, Elk Grove, IL 60007
(hereafter referred to as "United"), and Internet Travel Network, a California
corporation with offices at 445 Sherman Avenue, Palo Alto, California 94306
(hereafter referred to as "ITN"), and amends certain terms and conditions of the
Agreement dated November 20, 1997 by and between United and ITN, as amended
("Agreement"). Any capitalized terms not otherwise defined herein shall have the
meanings assigned to them in the Agreement.
Whereas, United desires that ITN provide additional end-user Ticket
Fulfillment, as further defined on Exhibit E-4 ("Ticket Fulfillment") in
addition to the other Services provided in the Agreement;
Whereas, ITN willing to provide such Ticket Fulfillment on the terms and
conditions described herein.
NOW THEREFORE, United and ITN agree as follows to amend the Agreement to
attach the following Exhibit E-4.
IN WITNESS WHEREOF, the parties by their authorized representatives have
executed this Agreement on the dates provided below.
INTERNET TRAVEL NETWORK UNITED AIR LINES,INC.
By: /s/ Matthew Ackerman By: /s/ Susan M. Fullman
-------------------------------- ----------------------------------
Title: V P Finance Title: Director Distribution
----------------------------- -------------------------------
Date: 3/30/99 Date: 4/13/99
----------------------------- -------------------------------
<PAGE>
EXHIBIT E-4
TICKET FULFILLMENT
1. Fullfillment
ITN will provide all ticketing services to customers ("Customers") using the
online booking product located at http://www.ual.com (the "UAL Website"),
------------------
including:
. Airline tickets for other airlines and/or interline (collectively,
"OA")
. Car rental confirmations
. Hotel confirmations
. Voids on customer cancellations for E-Tickets only within the ARC
period when requested by Customer Support
. Exchanges on E-Tickets only for prior to travel dates
. Refunds on OA tickets through ARC using REN forms when given
tickets from ITN Customer Support
. Lost OA Ticket Applications using LTA forms
. Notification of OA schedule changes for Customers via U.S. mail,
email and/or telephone
. Policy Adjustments as authorized by United
2. Hours of Operation
ITN will provide travel fulfillment services as defined herein to Customers
twenty-four hours a day, Monday through Friday. ITN will provide travel
fulfillment services from 8:00 a.m. to 1:00 a.m. on Saturday and Sunday.
3. Ticket Delivery(OA)
ITN will ticket all OA records that have forms of payments previously approved
by United. ITN will send OA paper tickets by regular U.S. mail or Federal
Express to the address that the Customer indicates on the web site. United will
provide collateral for such OA ticket delivery, including window envelopes, as
well as account numbers for federal express deliveries. Any other charges for
delivery shall be recorded and billed on a regular basis.
4. Confirmation Delivery
ITN will send confirmations for reservations for car rental and/or hotel
stays with the accompanying airline tickets. Unless the scheduled reservation
requires faster delivery, ITN shall send confirmations for car or hotel
reservations by regular U.S. mail. United will provide collateral for such
confirmation delivery, including window envelopes, as well as account numbers
for federal express deliveries. Any other charges for delivery shall be recorded
and billed on a regular basis.
5. Accounting
ITN will report all OA ticket fulfillment under its existing ARC number with a
different pseudo city as designated by United. United will originate the request
for that additional pseudo city with Apollo. United will have debit memo and
fraud cost responsibility except for errors by an ITN agent necessitating a
debit memo.
6. Reports
ITN and United will mutually agree upon a standard set of reports as required to
track commission payments and activity levels. Commission tracking will not be
provided for car and hotel reservations.
7. Contract Review
ITN and United agree to meet on a quarterly basis to review progress and
performance of Ticket Fulfillment under this Amendment No. 4.
<PAGE>
8. Payment for Ticket Fulfillment
United agrees to pay to ITN on a monthly basis, from the Effective Date of this
Agreement and thereafter, for services rendered according to this Amendment
according to the attached pricing table. Such amounts will be deducted from any
commissions collected from the ARC on United's behalf through the applicable
psuedo city if such commissions are more than the fees due by United to ITN for
any particular month
Domestic air ticket issuance, reissuance or exchange $[*]
(U.S. and Canada)
International air ticket issuance, reissuance or exchange $[*]
International fare quote $[*]
Ticket refund, cancellation or void $[*]
Lost ticket application $[*]
Policy Adjustment $[*]
Car reservation booked $[*]
Hotel reservation booked $[*]
Schedule Change per pnr $[*]
All fees payable pursuant to this Amendment shall be invoiced and paid pursuant
to the terms of Section 19 of the Agreement.
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.
<PAGE>
Amendment No. 5
to the Agreement Dated November 20, 1997
by and between United Air Lines and Internet Travel Network
This Amendment Agreement (the "Amendment") is effective the ___ day of
March, 1999 (the "Effective Date") by and between United Air Lines, Inc., a
Delaware corporation with offices at 1200 E Algonquin Road, Elk Grove, IL 60007
(hereafter referred to as "United"), and Internet Travel Network, with offices
at 445 Sherman Avenue, Palo Alto, California 94306 (hereafter referred to as
"ITN"), and amends certain terms and conditions of the Agreement dated November
20, 1997 by and between United and ITN, as amended ("Agreement"). Any
capitalized terms not otherwise defined hereto shall have the meanings assigned
to them in the Agreement.
Whereas, United desires that ITN provide additional electronic mail
fare services, as further defined on Exhibit E-5 ("E-Mail Fares") in addition to
the other Services provided in the Agreement;
Whereas, ITN is willing to provide delivery of such E-Mail Fares on
the terms and conditions described herein.
NOW THEREFORE, United and ITN agree as follows to amend the Agreement
to attach the following Exhibit E-5.
IN WITNESS WHEREOF, the parties by their authorized representatives
have executed this Agreement on the dates provided below.
INTERNET TRAVEL NETWORK UNITED AIR LINES, INC.
By: /s/ Matthew Ackerman By: /s/ Susan M. Fullman
---------------------------------- --------------------------------
Title: VP Finance Title: Director Distribution
------------------------------- ----------------------------
Date: 3/29/99 Date: 4/13/99
-------------------------------- -----------------------------
<PAGE>
EXHIBIT E-5
E-Mail Fares
1. E-Mail Fares
ITN will deliver E-Mail Fares as agreed upon by United and ITN from time to time
at a rate of $[*] per [*] electronic mail addresses to which the E-Mail Fare is
sent, with a minimun charge of $[*] per mailing of the same or substantially
similar message to such addresses. United agrees to pay to ITN on a monthly
basis, from the Effective Date of this Agreement and thereafter, for services
rendered according to this Amendment according to the attached pricing table,
Fees payable pursuant to this Amendment shall be invoiced and paid pursuant to
the terms of Section 19 of the Agreement.
[*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN FILED SEPARATELY WITH THE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
<PAGE>
AMENDMENT No. 6 to the Agreement Dated November 20, 1997 by and between
United Airlines and GetThere.com
This Amendment, entered into as of September ___, 1999, further amends that
certain Services Agreement (the "Agreement") dated November 20, 1997, as
previously amended, by and between Internet Travel Network, which is now
operating under the name GetThere.com, and United Air Lines, Inc. ("United")
In consideration of the mutual promises and covenants of the parties
hereto set forth in this Amendment and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereby
agree that:
1. The term of the Agreement shall extend through and including
February 1, 2001, subject to all other terms of the Agreement, including Section
26.
2. The terms of Section 21 of the Agreement, "Confidential
Information," are replaced in their entirety by the language set forth on
Attachment A hereof.
All terms and conditions of the Agreement shall otherwise remain unchanged
and in full force and effect.
GetThere.com United Air Lines, Inc.
/s/ Gadi Maier /s/ Frederic F. Brace
- ----------------------------------- ---------------------------------
Signed Signed
Gadi Maier Frederic F. Brace
- ----------------------------------- ---------------------------------
Printed Printed
CEO/PRESIDENT Senior Vice President-Finance
- ----------------------------------- ---------------------------------
Title Title
<PAGE>
ATTACHMENT ``A'' TO
AMENDMENT TO SERVICES AGREEMENT
Section 21 Confidential Information:
- -----------------------------------
The receiving party will not use, permit others to use, or disclose to
third parties, the disclosing party's Confidential Information, and shall
maintain the confidentiality of such Confidential Information with at lease the
same degree of care that it uses to protect its own confidential, proprietary
and highly sensitive information, but no less than a reasonable and high degree
of care under the circumstances.
``Confidential Information'' means the financial terms of this Agreement and the
terms contained in any Exhibit or Attachment hereto, data, information and
materials (in any form and on or in any media whatsoever) which the disclosing
party designates as being confidential or proprietary or which, under the
circumstances surrounding disclosure (including the sensitivity, competitive
importance, value, intellectual property rights, or other measures of
significance), ought to be treated as confidential; including, but not limited
to, ideas, concepts, proposals, studies, business policies, practices,
strategies and plans, reports, analyses, memoranda, notes, services or products,
functionality, software or hardware, technical data and know-how, research,
developments, inventions, processes, techniques, and distribution, engineering,
marketing, financial, merchandising and sales data, information and materials,
which are disclosed by or on behalf of the disclosing party to the receiving
party or to its officers, directors, employees, agents, contractors or
consultants, directly or indirectly, in writing or orally, and also including
information received from others that the disclosing party is obligated to treat
as confidential.
Notwithstanding anything in this Section 21 to the contrary, nothing contained
herein shall restrict the receiving party from complying with industry reporting
requirements, and the receiving party may disclose the Confidential Information
of the disclosing party (a) in confidence, to its officers, directors,
employees, contractors and agents who have a need to know; (b) in confidence,
to accountants, banks, proposed investors, and financing sources and their
advisors; (c) in confidence, in connection with a merger or acquisition or
proposed merger or acquisition; (d) in confidence, in connection with the
enforcement of this Agreement or rights under it; or (e) as required by any
court or other governmental body or as otherwise required by law.
Confidential Information shall not include any information which (a) is or
becomes publicly known through no wrongful act or omission of the receiving
party, its officers, directors, employees or agents; or (b) became known to the
receiving party prior to the disclosing party's disclosure of such information
to the receiving party; or (c) is independently developed by the receiving
party prior to disclosure by the disclosing party to the receiving party; or (d)
is approved for release by written authorization of the
<PAGE>
disclosing party; or (e) is disclosed to the receiving party from a source other
than the disclosing party without similar restrictions and without breach of
this Agreement.
This Section 21 shall survive for five (5) years after termination of this
Agreement.
<PAGE>
December 1, 1998
United Air Lines, Inc.
1200 E. Algonquin Road
Elk Grove Township, IL 60007
Re: Supplement (this "Supplement") to Services Agreement dated
----------------------------------------------------------
November 20, 1997, by and between United Air Lines, Inc. and
------------------------------------------------------------
Internet Travel Network, as amended ("the Services Agreement")
--------------------------------------------------------------
Ladies and Gentlemen:
It is the desire of the Internet Travel Network ("ITN") to use certain
structured data for the United Air Lines, Inc. ("United") premium seat map as
further described in Exhibit F to the Services Agreement "Premier Seat Map
Structured Data" in conjunction with functionality developed by ITN (the "Seat
Map Functionality" or by whatever name used previously or in the future).
With the foregoing in mind and subject to those terms and conditions of
the Services Agreement that are not inconsistent with this Supplement, ITN
hereby requests and United hereby grants to ITN a non-exclusive and non-
transferable license to use the Premier Seat Map Structured Data, as may be
required to be modified by ITN, all as incorporated into or used with certain
ITN products namely "ITN Global Manager," and "ITN Manager" products, in order
to provide to those ITN customers, or prospective customers, listed on
Attachment A hereto, as such attachment may be amended from time to time by
further agreement of ITN and United, with a premium seat map view of United(R)
seats that are available to Mileage Plus(R) Premier members. As between ITN and
United, ITN agrees and acknowledges that United exclusively owns all right,
title, and interest, including all Intellectual Property Rights (as such term is
defined in the Services Agreement) in and to the Premier Seat Map Structured
Data. As between ITN and United, United agrees and acknowledges that ITN
exclusively owns all right, title, and interest including all Intellectual
Property Rights in and to the Seat Map Functionality (excluding any Premier Seat
Map Structured Data).
With respect to any and all future customers, ITN will provide to United
prior written notice of its desire to add such customers to Attachment A, by
providing United a revised attachment with all proposed changes. If United
consents to such revised attachment, United shall so notify ITN in writing
within seven (7) business days after its receipt of the ITN notice. United's
failure to provide a notice of consent within the seven-day period shall not be
deemed a consent to the proposed changes. United reserves
<PAGE>
PROPRIETARY AND CONFIDENTIAL
the right to terminate this Supplement, at any time, including as to any or all
ITN customers, upon thirty (30) days' prior written notice to ITN.
Notwithstanding the foregoing, ITN may continue to use the Premier Seat Map
Sturctured Data for the period necessary solely to comply with any
obligations to ITN's customers under written agreement existing as of the date
of termination and solely for any remaining term of each such agreement (the
"Initial Term"); provided that (1) the Initial Term of any such customer
agreement shall not be longer than twenty-four months and (2) there shall be no
provision of Premier Seat Map Structured Data pursuant to automatic renewals
of such customer agreement.
If this adequately represents United's understanding of the terms under
which the Premier Seat Map Structured Data is licensed for use by ITN and the
process by which consent to add prospective customers to the attached Attachment
A is to be obtained, please execute below where indicated.
UNITED AIR LINES, INC. INTERNET TRAVEL NETWORK
By /s/ Susan M. Fullman By /s/ Daniel Whaley
--------------------------- ---------------------------
Title Director - Distribution Title VP
------------------------ ------------------------
Date 12/11/98 Date 12/1/98
------------------------- -------------------------
2
<PAGE>
PROPRIETARY AND CONFIDENTIAL
ATTACHMENT A
Global Manager and Manager Clients
- ----------------------------------
Chevron Corporation
First Card
Lawrence Berkeley Labs
NationsBank
PeopleSoft
Per Se Technologies
Procter & Gamble
Silicon Graphics
Texas Instruments
Toyota
United Technologies Corporation
University of California, Berkeley
University of Iowa
US West
Iowa State University
Verifone/Hewlett-Packard
The World Bank
Credit Suisse/First Boston
Kodak
Maritz Travel @ Sun Microsystems
Nokia
Schering Plough Corporation
State Farm
Global Travel International
CSAA
Netscape
3
<PAGE>
PROPRIETARY AND CONFIDENTIAL
Felgueras
Amadeus (and distributed sites)
Xerox
American Management Systems
Price Waterhouse/Coopers & Lybrand
Merck Pharmaceuticals
Nabisco
Pioneer Hi-bred
Tektronix
Cisco Systems
Bank of America
KPMG
Lucent Technologies
Nike
Merrill Lynch
UCLA
Boeing
Ascend Communications, inc.
Memberworks
Lockheed Corporation
Blockbuster
Chiron Corporation
Cornell University
4
<PAGE>
PROPRIETARY AND CONFIDENTIAL
IEEE
Inteletravel
5
<PAGE>
First Addendum to Services Agreement
Between Internet Travel Network and
United Airlines
The November 20, 1997 Services Agreement between Internet Travel Network and
United Airlines (the "Agreement") is hereby amended as follows. All other terms
of the Agreement shall remain in full force and effect. Capitalized terms not
defined herein shall have the meaning set forth in the Agreement. This First
Addendum shall be deemed effective on the date of the Closing of the Series C
Preferred Stock, Warrant and Option Purchase Agreement entered into as of May
10, 1998 by and among Internet Travel Network and Covia LLC.
During the term of this First Addendum, Section 12 of the Agreement is hereby
deleted and replaced with Sections 1 through 6 of this First Addendum
1. Rights to United Data and Content.
----------------------------------
A. Definition of United Data. "United Data" means United Travel Data,
United PNR Data, and United Site Data, as defined below, and United
Content, as defined in the Agreement.
(i) "United Travel Data" means any data or information, including
without limitation, flight selections, bookings, ticketing, rates,
fare, class of service, seat selection, inventory, scheduling and
passenger name record ("PNR") data, travel-related documents (e.g.,
boarding pass, baggage tag, United flight itinerary, receipt and
manifest), information contained in proprietary programs (e.g.,
Mileage Plus, Silver Wings Plus, Red Carpet Club) or other programs in
which United participates, in-flight and in-flight status information,
seat maps and assignments, and any and all data and information
derived from any of the foregoing ("Data") that (x) Originated from
United and (y) relates to traveler usage of (1) United flights
(whether or not under a UA airline identification code) or flights of
another carrier to the extent it is operating as a United Express or
other affiliated carrier, or under the UA airline identification code
(each a "United Flight") or (2) products and services provided,
controlled or marketed
48
<PAGE>
by or on behalf of, or for the benefit of, United directly or through
or in conjunction with its affiliates and business partners, as well
as any other products and services as United may implement in the
future, such as, without limitation, Netcentives, United College Plus,
United Vacations, Star Alliance, paging services and proactive
reaccommodation services (each a "United Service"). "Originated from
United" means the Data was initially accessed (whether by ITN or a
third party) from (a) a database owned by, or under the control of
United or (b) was initially accessed (whether by ITN or a third party)
from a World Wide Web site or service that is a United-Branded site or
service. "United-Branded" means that the Web site, the service, or the
subsection of a Web site or service, is owned or controlled by United,
or is dominantly branded with a United trademark, service mark or
logo, and such branding is a dominant feature of the Web site, the
service, or of a subsection of such Web site or service (in the latter
case, only such subsection shall be deemed United-Branded).
(ii) "United PNR Data" means any and all information that is created
by the concatenation or other interrelationship of any customer-
identifying or United fare data in a PNR with United Travel Data in
that PNR, regardless of whether such customer-identifying or fare data
is generated by United, provided that in the event that a ticket is
-------- ----
booked through a Corporate Travel Site, United PNR Data shall only
include United Travel Data with respect to such booking. "Corporate
Travel Site" shall mean a corporation's travel site that (x) is
accessible only to the employees, agents and contractors of such
corporation; (y) is used to implement that corporation's travel
policy; and (z) operates using technology developed by ITN.
(iii) "United Site Data" means (x) any and all Data related to United
Flights or United Services inputted, generated, processed or accessed
in or from a United or United-Branded site or service that utilizes
ITN services or technology (and only to the extent of such
utilization), regardless of whether or not such Data is United Travel
Data or United PNR Data, (y) United Travel Data and United PNR Data
generated, processed or accessed in or from a United-Branded or United
Co-Branded site or service or from a Corporate Travel Site.
Notwithstanding the foregoing, United Site Data does not include
corporate travel policy data or corporate negotiated rate data, except
where any of such corporate data is also United PNR Data. "United
49
<PAGE>
Co-Branded" means that the Web site, the service, or the subsection of
a Web site or service, is co-branded with a United trademark, service
mark or logo, and both the United and non-United branding are
prominent features of the Web site, the service, or of a subsection of
such Web site or service (in the latter case, only such subsection
shall be deemed United Co-Branded).
B. Exclusions from United Data. United Data shall not include data or
information that (i) United makes generally available to the public
provided that ITN complies with any restrictions imposed on such general
-------- ----
availability and, provided that the foregoing shall not include United Data
-------- ----
made available through computer reservations service providers ("CRSs") and
travel agencies; (ii) ITN obtains from specific third parties that United
has explicitly licensed to resell or otherwise redistribute United Data,
such specific third parties currently consisting of ATPCO, OAG and
Scientific Atlanta; (iii) is obtained by ITN from a third party who is
legally distributing such data or information; (iv) was independently
developed by ITN without use of, or reliance on, any United Data; or (v)
was inputted, generated, processed or accessed in or from a Corporate
Travel Site (other than Data directly or indirectly originally generated by
United); provided that, subject to agreement between ITN and United on the
-------- ----
cost to ITN of providing such access to United, ITN agrees that it will
comply with any access agreement between a corporate travel client and
United allowing such access. With respect to Section 1.B (iii), and during
the term and for purposes of this Agreement only, such distribution will be
deemed illegal if (W) United has obtained an injunction, or a dispositive
and final administrative or judicial ruling in favor of United on the
merits of the case, against any party who is a substantial source of such
United Data with respect to the distribution of the data or information
which such third party is providing to ITN, (X) such data and information
is being distributed to ITN pursuant to similar laws and contractual
obligations; (Y) United is actively pursuing the other substantial sources
of such United Data; and (Z) with respect to an administrative ruling, the
third party stops the distribution of the data or information.
Notwithstanding the foregoing, United Content shall not be subject to any
of the provisions of this Section 1.B.
C. United Branded and Co-Branded Sites and Services. ITN acknowledges and
agrees that, as against United, it shall not claim ownership of any data or
information inputted, gathered, processed, or accessed in or from any
United Branded or Co-Branded site or service where United has arranged the
branding relationship (other than data and information directly or indi-
50
<PAGE>
rectly originally generated by ITN, which will not be considered United
Data). United acknowledges and agrees that, as against ITN, (i) it shall
not claim ownership of any data or information inputted, gathered,
processed or accessed in or from any United Branded or Co-Branded site or
service (other than data and information directly or indirectly originally
generated from United), where ITN has arranged the branding relationship,
unless otherwise mutually agreed between ITN and United in writing and (ii)
such data and information shall not be deemed United Data.
D. Data Ownership. Except as otherwise set forth in Section 1.C, as
between ITN and United, ITN agrees and acknowledges that United exclusively
owns, for all time, all right, title, and interest throughout the world, in
and to United Data and ITN shall, and hereby does, irrevocably assign to
United any and all such right, title and interest in or to such United Data
that may vest in ITN.
E. United-Related Data. ITN may provide United with access to all United-
Related Data in ITN's reasonable discretion, provided that in the event ITN
-------- ----
makes such types of Data available to any of United's airline competitors
or a company that provides a product or service that competes with a United
Service, ITN shall also make such Data available to United. ITN shall
provide such United-Related Data to United royalty-free, provided that if
-------- ----
ITN charges a fee for such Data to third parties, then United shall be
offered the most favorable or better royalty terms offered by ITN to any
such third party, and provided further that United accepts all other
-------- ------- ----
relevant restrictions and obligations and conditions applied to such third
party. "United-Related Data" means any data, information or content that is
not United Site Data, but that relates to United Flights or United
Services. United agrees to use such United-Related Data only for marketing
and developing United Flights and United Services, except that if any
United-Related Data is also made available by ITN to any third party,
United shall not be bound by any more restrictive provisions from ITN than
are offered to any of United's airline competitors or a company that
provides a product or service that competes with a United Service. United
shall not disclose United-Related Data to a third party except where such
third party is providing marketing services on behalf of, or for, United,
and where such third party is bound by confidentiality and use
restrictions.
F. Future Rights. The provisions of Sections 1 and 2 of this First
Addendum shall apply to ITN during the first 12 months that this First
Addendum is in effect. Thereafter, provided that this First Addendum has
51
<PAGE>
not been terminated, ITN shall be subject to, and will comply with, United
Data ownership and licensing provisions which shall be not substantially
more restrictive on ITN than United generally and on average applies to ITN
competitors (in the cases of ITN's technology platform and its travel
agency service) that are reasonably deemed by United to be similarly
situated to ITN in terms of competing products, revenue volumes, scope of
services, breadth of customer base, and any other criteria reasonably
determined by United (after seeking advice from ITN) to constitute a fair
and judicious application of its data ownership rights under the Agreement
in light of all then existing and relevant circumstances. Notwithstanding
the foregoing, in the event that during the first 12 months that this First
Addendum is in effect, United enters into an agreement with a third party
providing such party with the right to distribute United Data for a
particular service, United shall license ITN the right to distribute such
United Data for the same service, and such service shall be deemed an ITN
Service for purposes of this First Addendum, including with respect to
scope of license and royalties. In the event that after the first 12 months
that this Addendum is in effect, a third party is using United Data in
connection with a particular service, United shall not object to ITN's
right to obtain United Data for the same service, unless (W) United has
obtained an injunction, or a dispositive and final administrative or
judicial ruling in favor of United on the merits of the case, against any
party who is a substantial source of such United Data with respect to the
distribution of the data or information which such third party is providing
to ITN, (X) such data and information is being distributed to ITN pursuant
to similar laws and contractual obligations; (Y) United is actively
pursuing the other substantial sources of such United Data; and (Z) with
respect to an administrative ruling, the third party stops the distribution
of the data or information.
G. ITN Data. Notwithstanding the above, United shall have no rights to
data inputted, generated, processed or retrieved related to monitoring the
performance of, modifying or improving the Reservation System or the
performance of the Services, including without limitation any bug reports
or similar data generated during the performance of the Agreement, and (ii)
nothing shall prevent ITN from performing similar services for other
clients, including without limitation, generating, processing, or
retrieving the same data from any third party sources, provided such
services do not utilize any United Data, United Content or United
Proprietary Information.
52
<PAGE>
2. ITN License to United Data.
---------------------------
A. License Grant. United hereby grants ITN a nonexclusive, worldwide
license to use, reproduce, electronically distribute, publicly display and
publicly perform United Data as required to develop, market, sell and
perform ITN Services via intranet, internet, wireless, broadcast, paper,
computer disk, cable and telephone (the "Licensed Technology"). "ITN
Services" shall mean (i) accessing of real-time flight inventory normally
associated with wholesale, consolidator, retail or privately negotiated
corporate fares, (ii) arranging, booking and ticketing travel reservations,
and providing post ticketing services (iii) gathering and reporting to or
for ITN customers United Data that a customer requires in order to plan,
verify, and manage their actual travel, such as usage, fares, trends,
policy or compliance that directly relate to each such ITN customer's use
of United Flights or United Services, (iv) gathering for, and reporting to,
an ITN client statistical data on the number and booking dollar value of
transactions processed by ITN for that client, (v) providing United Data in
connection with a corporate travel client's internal expense reporting
requirements, provided that such client receives only such United Data that
-------- ----
relates directly to that specific corporate travel client, (vi) gathering
and distributing data specifically for the limited purposes of complying
with the Air Transport Association's ("ATA") Recommended Practices for the
Providers of Electronic Reservation Services ("Recommended Practices"), as
such Recommended Practices may be modified from time to time; (vii)
aggregating end-user data for the limited purposes of billing United for
fees based on individual transactions per Exhibit B annexed to the
Agreement, (viii) gathering data in order to monitor internally the
Reservation System's performance, (ix) aggregating transaction data for the
limited purposes of marketing ITN's services by gathering and reporting
statistical data on the number and booking dollar value of transactions
processed by ITN, provided, however, that such statistical data shall not
disclose the number and booking dollar value of transactions related solely
to United and (x) consulting with respect to, or outsourcing of, corporate
travel management functions, provided ITN does not use or manipulate United
Data for a corporate travel client other than such United Data that
directly relates to that specific corporate travel client, except in
connection with providing such client aggregated travel data (subject to
the penultimate sentence of this Section 2.A). With respect to Section
2.A(iii) immediately above, United hereby approves all uses of corporate
customer and travel agency components of United Data required by ITN to
exercise its rights hereunder or meet its contractual obligations hereunder
or to other parties.
53
<PAGE>
Except as provided in (iii) and (iv) above, ITN shall not make any use or
disclosure of travel-related data, whether through aggregation, profiling,
data-mining or any other technique such that a third party could infer or
otherwise ascertain United Data or information about United Flights or
United Services from such data or use. With respect to this Section 2.A,
United shall treat ITN no less favorably than United treats ITN's
competitors.
B. Royalties. United and ITN agree that United may, from time to time,
require the payment of royalties for any new or existing ITN Services, such
royalties and related provisions to be negotiated either through separate
agreement or as amendments to existing agreements. United and ITN agree
that any royalties shall be the most favorable or better royalty terms
offered by United to any third party, provided ITN accepts all other
--------
relevant restrictions and obligations and conditions. Notwithstanding the
foregoing, United shall license United Data to ITN on a royalty-free basis
during the first 12 months after the effective date of this First Addendum.
C. Limitations on ITN License to United Data.
(i) Except as provided in Section 2.A above, ITN shall not disclose,
use, license, sell or otherwise transfer or dispose of any United
Data, or provide any product or service using or based on United Data,
on its own behalf or on behalf of any third party for any purpose
whatsoever, in each case without the prior written consent of United,
such consent to be at United's sole discretion.
(ii) Notwithstanding the license grant under Section 2.A. above or any
other rights granted under the Agreement (except under the last two
sentences of Section 1.F), United reserves the right to terminate or
modify ITN's license rights, or access, to United Data with respect to
any Pre-Approved Service(s) (other than Core Services) after ninety
(90) days' prior written notice to ITN (the "Service Termination
Notice"). "Core Services" means those ITN Services being provided by
ITN as of the Effective Date in the same (or substantially the same)
format and technology in which the Services are being provided as of
such Date. "Pre-Approved Services" means ITN Services that United has
approved in writing. Before United may send a Service Termination
Notice, it must provide ITN a written pre-termination notice notifying
ITN of United's intent to send a Service Termination Notice not less
than thirty (30) days before United intends to send the Service
Termina-
54
<PAGE>
tion Notice (the "Pre-Termination Notice"). During the 30 days after
the date of the Pre-Termination Notice, ITN and United will conduct
good faith negotiations to resolve any issues which arise as a result
of such Pre-Termination Notice. Failing resolution of all such issues
between the parties during said 30-day period; thereafter, United may
send the Service Termination Notice.
(iii) Notwithstanding the license grant under Section 2.A. above or
any other rights granted under the Agreement (except under the last
two sentences of Section 1.F), United reserves the right to terminate
or modify ITN's license rights, or access, to United Data with respect
to any ITN Service that is not a Pre-Approved Service or a Core
Service on fourteen (14) days' prior written notice in the event that
United believes, in its reasonable discretion, that such ITN Service
has or will substantially harm United with respect to its data rights.
Within 48 hours of providing such notice, United shall make
appropriate personnel available to discuss with ITN United's
objections to the ITN Service being provided.
(iv) Except as expressly permitted herein, otherwise required by
applicable law or governmental regulations, or otherwise permitted in
writing by United, ITN shall have no rights relating to United Data.
(v) Except as otherwise provided herein, including without limitation
Section 1.C hereof, ITN shall provide United with access to all United
Data in such manner and format as is reasonably requested by United,
provided that, in the event that ITN cannot comply with the foregoing
-------- ----
because of privacy obligations to ITN's customers or because of ITN's
contractual obligations or under law, ITN shall promptly inform United
of such inability to comply, and United and ITN shall mutually resolve
the issue, taking into account, among other things, United's
operational requirements to have access to such United Data. If United
requires access to any particular United Data and the provision of
such access would result in material marginal costs to ITN, then
United shall, upon prior written consent to such expenditures,
reimburse ITN for such marginal costs, provided that United shall in
-------- ----
no event be required to pay more than ITN's most favorable rates to
any third party with respect to similar types of access.
55
<PAGE>
(vi) ITN shall generate and maintain copies and records of United Data
only to the extent necessary or useful, and only for such time as is
necessary, for ITN to fulfill its obligations or exercise its rights
under this Agreement.
(vii) With respect to all agreements effective before the effective
date of this First Addendum, ITN shall promptly inform United of ITN's
obligations to third parties regarding United Data that are
inconsistent with this First Addendum (such disclosure to be in a
manner consistent with ITN's confidentiality obligations), and the
termination date of such agreements. ITN shall not enter into any
agreement with any third party, or renew or extend any such agreement,
that is inconsistent with this First Addendum.
(viii) United has the final right of approval for any use of United
Content, including the right to approve any user interface and designs
utilizing United Content.
D. Limitation on United Rights. United shall have no rights to data
inputted, generated, processed or retrieved related to monitoring the
performance of, modifying or improving the Reservations System or the
performance of the Services, including without limitation any bug reports
or similar data generated during the performance of this Agreement.
E. Aggregation of Data. Notwithstanding the above, nothing contained
herein (including the provisions of Section 21 Confidential Information of
the Agreement) shall prohibit ITN from using or disclosing United Data in
an aggregate or statistical composite form to perform the limited purposes
described below in this Section 2.E. For this purpose, United hereby grants
ITN a limited license for the term of the Agreement, to (i) gather and
distribute data specifically for the limited purposes of complying with the
Air Transport Association's ("ATA") Recommended Practices for the Providers
of Electronic Reservations Services ("Recommended Practices"), as such
Recommended Practices may be modified from time to time; (ii) aggregate
end-users data for the limited purposes of billing United for fees based on
individual transactions per Exhibit B annexed hereto; (iii) aggregate
transaction data for the limited purposes of marketing ITN's services by
gathering and reporting statistical data on the number and booking dollar
value of transactions processed by ITN, provided, however, that such
statistical data shall not disclose the number and booking dollar value of
transactions related solely to United; and (iv) gather
56
<PAGE>
data in order to monitor internally the Reservations System's performance.
3. Representations and Warranties.
A. With respect to United Data, United represents and warrants that, to
the best of its knowledge, it has the authority to grant the Licenses to
ITN and that the grant of the Licenses will not violate any law or
agreement or any right of any party. ITN's sole remedy for breach of this
Section 3.A. shall be the indemnity provided in Section 8 of the Agreement.
B. Data Warranty Exclusion. ITN AGREES AND ACKNOWLEDGES THAT UNITED DATA
MAY CONTAIN ERRORS, OMISSIONS AND OTHER INACCURACIES, AND THAT UNITED DOES
NOT WARRANT THE ACCURACY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE OF ANY UNITED DATA. UNITED SHALL NOT BE LIABLE TO ITN FOR ANY
INJURY, LOSS, CLAIM OR DAMAGE CAUSED IN WHOLE OR IN PART BY ANY
INTERRUPTION, ERROR, OMISSION, OTHER INACCURACY OR LIBELOUS INFORMATION
CONTAINED IN UNITED DATA.
4. Compliance with laws. ITN agrees that nothing in this First Addendum shall
be deemed a request, order or demand by United to ITN to violate any
governmental law, regulation or directive in performing its obligations
under this Agreement, including without limitation, any intellectual
property, privacy or data protection law, regulation or directive. ITN
agrees to comply with all such laws, regulations and directives.
5. Data Protection.
A. ITN shall implement reasonable data protection measures and policies to
protect the United Data and to prevent unauthorized use or disclosure of
United Data.
B. ITN shall promptly notify United of any actual, threatened or suspected
unauthorized disclosure, misuse or infringement of any United Data, and
shall provide reasonable assistance to United in connection with protecting
the rights of United.
57
<PAGE>
6. ITN Treatment of United
With respect to any ITN-owned data and United-Related Data, ITN shall in no
event treat United less favorably than ITN treats other airlines or a
company that provides a product or service that competes with a United
Service.
7. Term and Termination Provisions.
A. Section 3 of the Agreement is hereby deleted and replaced with the
following:
"This Agreement is effective on the date provided above (hereafter the
"Effective Date") and will continue thereafter, provided that
-------- ----
commencing 6 months after the Effective Date either party may
terminate this Agreement at any time on not less than one hundred and
eighty (180) days notice. Unless otherwise provided herein, Sections
8, 9, 15, 17, 18, 21, 29 and 30 of this Agreement will continue
thereafter in full force and effect and survive any termination or
expiration of this Agreement."
B. Upon termination of this Agreement, ITN shall promptly destroy all
United Data in ITN's possession or control, and certify such destruction to
United. Notwithstanding the foregoing, ITN may retain copies of United Data
for the earlier of: (a) the period necessary solely to comply with any
obligations to ITN's customers under written agreement existing as of the
date of termination, and solely for the then-current term of each such
agreement, and (b) three years from the initial receipt by ITN of such
United Data (collectively, the "Hold-Over Period"). In no event shall ITN
use such United Data for any party or purpose other than as permitted under
this First Addendum. Upon termination of the Hold-Over Period with respect
to United Data, ITN shall destroy all copies of each piece of United Data
and certify to United that such United Data has been destroyed. The
provisions of this First Addendum shall survive with respect to any and all
United Data held by ITN during the Hold-Over Period.
C. Notwithstanding Section 6.B, ITN may retain United Data to the extent
required by ITN to meet its legal or regulatory document retention
obligations. ITN shall maintain adequate storage and security measures to
58
<PAGE>
protect against the unauthorized access of any United Data, and shall be
liable for any unauthorized disclosure of any United Data. Promptly upon
the conclusion of ITN's document retention obligations, it shall destroy
all copies of United Data, and certify to United that such United Data has
been destroyed.
D. The following sections of this First Addendum shall survive termination
of the Agreement and this First Addendum: Sections 1.A (iii) and any
related definitions, 1.B, the exclusions from United Data in 1.C, 1.D
and 3.B (each with respect only to United Site Data that is United Data).
59
<PAGE>
CRS COSTS
In exchange for United covering 100% of ITN's CRS costs related to phone
line communications charges, terminal address access fees, communications and
interface hardware, Apollowise's incremental PNR threshold rate increase, and
$BBQ's per request fee, that are incurred solely in connection with United-
Branded and United Co-Branded Web sites or services, ITN will pass on to United
100% of any sources of booking fee credit (e.g., cost offsets) plus 100% of any
sources of CRS revenues (e.g., rebates) attributable to United-Branded and
United Co-Branded Web sites or services. With respect to all United Branded or
United Co-Branded Web sites, ITN will review with United and gain United's
approval in advance of (i) ITN launching a new Web site or a new service which
incurs incremental CRS costs, or (ii) any major functional improvement to a Web
site or a service that incurs incremental CRS costs. United will provide
administrative, educational and consultative support and assistance in order to
help ITN to maximize those CRS credits and CRS rebates. Notwithstanding the
above, United retains the right to negotiate the financial terms of such matters
directly with any CRS vendor for United-Branded or United Co-Branded Web sites
or services. United acknowledges that it, and not ITN, shall be liable for any
taxes imposed on ITN (other than taxes on ITN's income) resulting from the
provision of the foregoing pass-through services by ITN. In the event that the
pass-on of rebates and credits is not deemed to be deductible for income tax
purposes, then United shall be liable for the resulting income taxes.
60
<PAGE>
On behalf of United Airlines Inc.
By: /s/ [illegible signature]
-------------------------
Name:
-------------------------
Title:
-------------------------
Date:
-------------------------
On behalf of Internet Travel Network
By:
------------------------
Name:
------------------------
Title:
------------------------
Date:
------------------------
61
<PAGE>
On behalf of United Airlines Inc.
By:
------------------------
Name:
------------------------
Title:
------------------------
Date:
------------------------
On behalf of Internet Travel Network
By: /s/ Richard D.C. Whilden
------------------------
Name: Richard D.C. Whilden
------------------------
Title: President & CEO
------------------------
Date: May 9, 1998
------------------------
62
<PAGE>
INTERNET TRAVEL NETWORK AGP 101/102-CUSTOM 01/99
CONTRACT NO. 173225
CONTRACT EFFECTIVE DATE: July 1, 1998
EXHIBIT 10.17
SUBSCRIBER SERVICES AGREEMENT
-----------------------------
1. SERVICES
--------
The individual or entity specified on the Customer Profile ("Subscriber")
has requested and, pursuant to the terms and conditions of this Subscriber
Services Agreement ("Agreement"), Apollo Galileo USA Partnership ("AGP")
will provide to Subscriber the Services specified on each Services
Designator. This Agreement will apply to additional Services by agreement
of the parties without the necessity of signing a contract amendment. AGP's
provision of Services shall include a license to use the Software provided
hereunder. AGP will deliver and install the hardware and provide access to
Apollo Services, provided that Subscriber has, at its own expense, made any
construction, wiring or other modification necessary to install and connect
the Services.
2. DEFINITIONS
-----------
For purposes of this Agreement, each of the following terms shall have the
meaning specified.
A. "Apollo Booking" means a booking for the services of an air, car,
hotel, cruise or tour vendor that participates in Apollo Services,
less cancellations thereof, which (i) is made by Subscriber directly
via the Services; (ii) results in a fee payable directly or indirectly
by the vendor to AGP; (iii) is not speculative, fictitious, or made
solely for the purpose of achieving productivity-based booking
objectives; and (iv) with respect to passive air bookings, has a BK,
GK or HK status code.
B. "Documentation" means all manuals, operating procedures, instructions,
guidelines, and other materials provided by AGP to Subscriber,
including oral instruction and electronic formats.
C. "Location" means the address, as specified on a Services Designator,
at which Services are provided by AGP.
D. "Services" means the Apollo Reservations and Ticketing Service (also
referred to as "Apollo Services") and related products, including all
software provided hereunder ("Software"), hardware, Documentation,
support, and such other services licensed, leased or provided to
Subscriber by AGP.
E. "Transaction" means a message accessing Apollo Services that is
transmitted by Subscriber.
3. USE OF SERVICES
---------------
A. Subscriber will utilize the Services strictly in accordance with the
Documentation. Prohibited uses include servicing or training any third
party (except as expressly provided for in the Reservations Services
Attachment hereto); making speculative, duplicative or fictitious
bookings (except for test or demonstration purposes, which bookings
shall be promptly canceled); and any other use which may be prohibited
by AGP. Subscriber must limit access to the Services to its employees,
agents, subcontractors and consultants having a need for such access
for the purposes of servicing the travel requirements of clients
("Permitted Persons") and may not disclose or make the Services,
including Apollo Services displays, available to any other third
party. Subscriber shall be liable for any improper disclosure made by
the Permitted Persons.
B. If Subscriber licenses AGP's Selective Access/Global Access product,
Subscriber may authorize another AGP subscriber to access the client
records entered into Apollo Services by Subscriber; provided, however
(i) AGP shall have no responsibility or liability whatsoever with
respect to such authorization or access; and (ii) AGP may restrict
such access immediately upon written notice to Subscriber.
C. AGP will provide repair and maintenance services for the AGP hardware.
Subscriber is prohibited from performing repair and maintenance on the
AGP hardware itself or through a third party. Subscriber shall be
responsible for all costs and expenses of repair required for any
reason other than ordinary, authorized use. Subscriber may not
disconnect the Services.
D. AGP may, at its discretion, enhance or modify a Service and may offer
new Services to Subscriber; provided, however, no modification shall
be made which would be considered a hardware or Software
[*]=CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>
downgrade without Subscriber's prior consent. Subscriber's use of any
enhanced, modified or new Service will constitute its agreement to the
terms and conditions pertaining to such use, which shall be
communicated to Subscriber in advance, either in written or electronic
form.
4. CHARGES
-------
A. Subject to the following productivity program, Subscriber will pay to
AGP all charges (plus taxes and other governmental assessments
directly applicable to the provision of Services by AGP) assessed by
AGP in accordance with this Agreement.
(i) Each month, AGP will calculate the number of Apollo
Bookings made by Subscriber during the prior month through
-------------
the pseudo city codes specified on each Services Designator
---------------------------------------
hereto ("Actual Bookings"). If Subscriber's Actual Bookings
meet or exceed [*], then AGP will apply a credit
("Apollo Booking Credit") to the charges incurred by
Subscriber during such prior month equal to $[*],
plus $[*] for each Actual Booking achieved during the
prior month in excess of [*]. If Subscriber's Actual
Bookings do not meet or exceed [*], then AGP will apply
an Apollo Booking Credit to the charges incurred by
Subscriber during such prior month equal to $[*]
multiplied by the Actual Bookings.
(ii) Every 6 months, the Apollo Booking Credit for each of the
prior 6 months will be applied to the charges incurred by
Subscriber during such 6-month period. If the total Apollo
Booking Credit is less than the total charges incurred
during the 6-month period, Subscriber will pay to AGP the
difference within 30 days of the reconciliation. If the
total Apollo Booking Credit exceeds the total charges for
such period, AGP will pay Subscriber the difference within
30 days of the reconciliation.
(iii) The calculations hereunder will be based solely on AGP's
records.
B. Initially, the Monthly Fixed Charges for terminal addresses ("TA's")
and global terminal identifiers ("GTID's") will be $1,000 for [*]
TA's/GTID's. Upon completion of the first year of this Agreement, AGP
will calculate the then-current quantity of TA's/GTID's provided to
Subscriber hereunder and will multiply such quantity by $[*]. The
result thereof will be the Monthly Fixed Charges for TA's/GTID's for
the next 12 months. The TA/GTID Monthly Fixed Charges for each
subsequent year will be calculated in the same manner upon completion
of each year of this Agreement. TA's and GTID's may only be added or
deleted in blocks of 100 and Subscriber shall be assessed a fee of
$[*] for each request to add or delete blocks; provided, however,
AGP has agreed to waive the $[*] fee for the addition of blocks . At
such time Subscriber has been provided [*] TA's/GTID's, AGP reserves
the right to negotiate the terms under which additional TA's/GTID's
may be added.
C. Past due balances will accrue interest at the rate of one percent (1%)
compounded monthly or the maximum rate permitted by law, whichever is
less. Payments returned for insufficient funds or other reasons will
be assessed AGP's current fee therefor. AGP may assess fees for new
Services and for Services that are currently provided at no charge;
provided, however, in no event may AGP assess fees for Services that
are expressly waived pursuant to the terms of this Agreement.
5. TERM
----
A. This Agreement will commence July 1, 1998 and will expire June 30,
2001; provided, however, Subscriber may elect to extend this Agreement
on a month-to-month basis for up to an additional six months.
Locations may be added to this Agreement during the first 24 months of
its term. The term of this Agreement for any such added Location will
commence on the first day of the month in which Services commence and
expire June 30, 2001.
B. Subject to availability, at Subscriber's request and upon AGP's
approval, Services may be added to existing Locations during the first
24 months of this Agreement. The term of this Agreement for any
approved additional Services will commence upon installation thereof
and will continue until June 30, 2001.
C. AGP reserves the right to negotiate the terms under which new
Locations and Services may be added during the last 12 months of the
initial term of this Agreement or during any extension of this
Agreement as specified in Article 5.A above; provided, however that
this Article 5.C shall apply only if Subscriber wishes to add capital
Services (i.e., Services which AGP purchases from a third party, such
as workstations and printers). This Article 5.C shall not apply to
Subscriber's addition of non-capital Services, such as communications
lines, TA's and GTID's.
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>
D. Notwithstanding anything to the contrary in this Agreement, provisions
which by their nature and intent should survive its expiration or
termination, including, but not limited to, those relating to
confidentiality, liquidated damages, Software license restrictions,
and risk of loss, shall so survive.
6. LICENSE RESTRICTIONS
--------------------
Subscriber may not copy, reproduce or duplicate the Software and related
Documentation or any portion thereof, except to the extent reasonably
necessary for backup purposes. Subscriber may not modify, alter,
disassemble, reverse assemble, reverse compile, or reverse engineer the
Software or any portion thereof. The Software is the proprietary
information and trade secret of AGP, its licensors, or such other third
party with whom AGP has a distributorship agreement, or the licensors of
such third parties. All licenses for Software provided hereunder terminate
upon expiration or any termination of the Agreement.
7. RISK OF LOSS
------------
Subscriber has no ownership, right or title in or to any Service, and may
not remove identifying marks from the Services or subject same to any lien
or encumbrance. Subscriber accepts full responsibility for loss or damage
to the AGP-provided hardware and, in the event thereof, Subscriber must pay
AGP the insurance value therefor as specified on the Services Designator.
8. THIRD PARTY PRODUCTS
--------------------
Any product not provided by AGP ("Third Party Product") which sends
Transactions to or interfaces with Apollo Services may only do so through a
certified platform as identified in an Apollo Services profile. AGP shall
have no liability whatsoever with respect to Third Party Products and
Subscriber shall indemnify and hold harmless AGP for all claims against AGP
resulting from or related to a Third Party Product. In order to protect or
maximize the operability of Apollo Services, AGP may require that
Subscriber temporarily or permanently discontinue its use of any Third
Party Product. Subscriber acknowledges and agrees that the Reservation
Services, as described in the Reservation Services Attachment hereto, are
Third Party Products.
9. WARRANTIES
----------
A. AGP MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES OR ANY
PRODUCT OR SERVICE PROVIDED BY AGP, AND EXPRESSLY DISCLAIMS ALL
WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE.
B. Subscriber represents and warrants that no written or oral
representation or warranty made or information furnished by Subscriber
to AGP, including the Customer Profile, contains any untrue statement
of material fact.
10. LIMITATION OF LIABILITY
-----------------------
AGP shall not be liable for and Subscriber hereby waives and releases AGP,
its owners, officers, directors, employees, affiliates, agents, successors
and assigns from all obligations and liabilities and all rights, claims and
remedies of Subscriber against them, express or implied, arising by law or
otherwise, due to any defects, errors, malfunctions, performance, failure
to perform, or use of the Services, or any part thereof, or for
interruptions of service, including any liability or claim in tort, for
acts of AGP's subcontractors, or for loss of revenue, profits or data, or
any other direct, indirect, incidental, special or consequential damages.
11. TERMINATION FOR CAUSE
---------------------
A. If either party (the "Defaulting Party") becomes insolvent; if a
receiver of the Defaulting Party's assets is appointed; if the
Defaulting Party takes any step leading to its cessation as a going
concern; or if the Defaulting Party ceases to do business or otherwise
ceases or suspends operations for reasons other than an event of force
majeure, then the other party may immediately terminate this Agreement
on written notice to the Defaulting Party or may require that certain
conditions are met in order to avoid such termination.
B. If either party (the "Defaulting Party") fails to perform or observe
any of its obligations hereunder, and such failure continues for a
period of 30 business days after written notice to the other party
(except in any circumstance where a cure is impossible in which case
there shall be no cure period), then the other party (the "Insecure
Party") may immediately terminate this Agreement. If Subscriber is the
Defaulting Party hereunder, then, without prejudice to any other
rights or remedies of AGP, including the right to recover
<PAGE>
liquidated damages, all or any of the rights of Subscriber under this
Agreement shall, at the option of AGP, be terminated, reduced or
restricted.
12. INDEMNIFICATION
---------------
A. Subscriber shall indemnify and hold harmless AGP, its owners,
officers, directors, employees, affiliates, agents, successors and
assigns, against and from any and all liabilities, damages, losses,
expenses, claims, demands, suits, fines or judgments, including
reasonable attorneys' fees, costs and expenses incident thereto, which
may be incurred by AGP by reason of any loss, damage, or destruction
of property, including loss of use thereof, or any other loss or claim
whatsoever, whether in contract or tort, law or equity, arising out of
or in connection with any act, failure to act, error or omission of
Subscriber, its owners, officers, directors, employees or agents in
the performance or failure of performance of its obligations under
this Agreement.
B. AGP warrants and agrees that it will defend any suit that may be
brought against Subscriber by any third party for alleged infringement
of any patent, trademark, copyright or other intellectual property
right relating to Subscriber's use of the Services, and that AGP will
indemnify and hold Subscriber harmless from and against any loss,
damages, costs and expenses (including attorneys' fees) which may be
incurred by the assertion of such third party claim. As a condition to
the foregoing, Subscriber shall (i) promptly notify AGP in writing of
the action; (ii) permit AGP full authority to defend or settle the
action; and (iii) cooperate with, and provide all available
information, assistance and authority to AGP to defend or settle the
action. AGP shall not be liable for any costs, expenses, damages or
fees incurred by Subscriber in defending such action or claim, unless
authorized by AGP in advance and in writing.
13. LIQUIDATED DAMAGES
------------------
A. If AGP terminates this Agreement for cause, or if Subscriber
terminates this Agreement other than for cause, then Subscriber shall
pay to AGP liquidated damages as follows: (a) 80% of the product of
the Monthly Fixed Charges multiplied by the number of months remaining
under the term of this Agreement ("Remaining Months"); plus (b) 80% of
the product of the total amount of Variable Charges billed during the
month preceding termination multiplied by the Remaining Months; plus
(c) AGP's then-current Deinstallation Charge for removal of Services.
B. If there is an action to enforce this Agreement or seek remedies for
breach of this Agreement by a party hereto, then the prevailing party
shall be entitled to reimbursement from the non-prevailing party of
all attorneys' fees and court costs incurred by the prevailing party
in pursuing such action.
14. CONFIDENTIALITY
---------------
Neither party shall disclose the trade secrets and proprietary and
confidential information of the other party, including, but not limited to,
the provisions of this Agreement; provided, however, either party may share
the terms of this Agreement with its accountant and attorney strictly on a
need-to-know basis or as required by law. Subscriber shall not use the
name, logo or product names of AGP in brochures, proposals, contracts or
other publicly disseminated materials without first securing AGP's written
approval.
15. GOVERNING LAW; JURISDICTION
---------------------------
This Agreement and any disputes arising under or in connection with this
Agreement shall be governed by the internal laws of the State of Illinois,
without regard to its conflicts of laws principles. All actions brought to
enforce, arising out of or relating to this Agreement shall be brought and
tried in federal or state courts located within the County of Cook, State
of Illinois, and the parties hereby consent to submit to the personal
jurisdiction of such courts and to venue therein.
16. SALE AND ASSIGNMENT; AGENCY ACQUISITIONS
----------------------------------------
A. Subscriber may not assign this Agreement without the prior written
consent of AGP, which consent shall not be unreasonably withheld. In
the event Subscriber sells substantially all of its assets, but fails
to secure AGP's consent to assign this Agreement, Subscriber will
remain liable to AGP to perform all of its obligations hereunder,
including the obligation to pay any and all charges specified in this
Agreement.
B. During the term of this Agreement, Subscriber may acquire a travel
agency and desire to obtain Services from AGP for such travel agency.
The parties acknowledge that if, at the time of such acquisition, such
travel agency does not subscribe to the Apollo Services, then the
terms and conditions of this Agreement
<PAGE>
shall apply to all Services provided hereunder for such acquired
travel agency. The parties further acknowledge that if, at the time of
the acquisition, the travel agency is a party to a valid Apollo
agreement ("Other Agreement"), then the terms and conditions of this
Agreement shall apply to all Services provided hereunder for such
acquired travel agency; provided, however, that (i) there is less than
24 months remaining in the term of the Other Agreement; and (ii) if
financial assistance was provided under the Other Agreement which was
not conditional upon the travel agency's achievement of certain
booking levels, then AGP shall be reimbursed a pro rata share of such
financial assistance provided, based on the number of months remaining
in the term of the Other Agreement.
17. GENERAL
-------
A. Except for Subscriber's payment obligations hereunder, neither party
shall be deemed to be in default or liable for any delays if and to
the extent that performance is delayed or prevented by force majeure.
B. AGP or its agent shall, upon providing reasonable notice, have the
right to enter upon any Location during normal business hours for the
purpose of (i) monitoring, inspecting, or repairing the AGP hardware;
(ii) monitoring the users' operation of the Services; and (iii)
removing the Services upon termination of this Agreement.
C. Nothing in this Agreement is intended or shall be construed to create
any agency, partnership or joint venture relationship between the
parties.
D. The failure of either party to exercise or its waiver or forbearance
of any right or privilege under this Agreement shall not be construed
as a subsequent waiver or forbearance of any such term or condition.
E. Any notice permitted or required to be given hereunder shall be sent
by first class mail, postage prepaid, or by any more expedient written
means to the address of Subscriber as specified on the Customer
Profile; notices to AGP shall be sent to: Apollo Galileo USA
Partnership, 9700 West Higgins Road, Suite 400, Rosemont, IL 60018,
ATTN: Legal Department-Contract Notices.
F. If any provision of this Agreement is held invalid or otherwise
unenforceable, the enforceability of the remaining provisions will not
be impaired thereby.
18. ENTIRE AGREEMENT
----------------
This Agreement, together with any attachments now or hereafter made, each
of which is, without further affirmation, added to and made a part hereof,
constitutes the entire agreement and understanding of the parties on the
subject matter hereof and, as of the Contract Effective Date, supercedes
all prior written and oral agreements between the parties pertaining to the
subject matter hereof. In the event that the provisions of an attachment
conflict with any terms herein, then the provisions of the attachment shall
control.
By signing below, the parties acknowledge their acceptance of the terms and
conditions of this Agreement and its attachments.
SUBSCRIBER APOLLO GALILEO USA PARTNERSHIP
Signature: /s/ Matthew Ackerman Signature: /s/ Sally Laprenere
------------------------ --------------------------
Printed Name: Matthew Ackerman Printed Name: Sally Laprenere
--------------------- -----------------------
Title: V P Finance Title: Manager Contracts
---------------------------- ------------------------------
Date: 1/18/99 Date: Jan 20 1999
----------------------------- -------------------------------
<PAGE>
OPTIONAL SERVICES ATTACHMENT
________________________________________________________________________________
AGP will provide the following optional Services as requested and paid for by
Subscriber. The charges ("Variable Charges") are assessed monthly, unless
otherwise specified. Other optional Services may be offered to Subscriber from
time to time. Subscriber's use of an optional Service will constitute its
agreement to pay the associated Variable Charges and to follow the procedural
guidelines established by AGP. AGP may discontinue its provision of an optional
Service upon written notice to Subscriber. For purposes of this Attachment, the
term "pseudo" means the unique alpha/numeric designator(s) assigned by AGP for a
Location.
<TABLE>
<S> <C>
1. AUTOMATED TICKET AND BOARDING PASS (HOME OFFICE LOCATION AND BRANCHES)* $ 0.30 each
2. AUTOMATED TICKET AND BOARDING PASS (SATELLITE PRINTER LOCATIONS)* $ 0.30 each
</TABLE>
*On a monthly basis, per Location, AGP will calculate the total number of
transmissions resulting in each of the following: tickets (including
electronically transmitted tickets or entitlements), boarding passes,
itineraries, invoices (including those utilizing the Ticket Invoice
Numbering System "TINS"), and machinable interface records. The greatest
quantity of transmissions for one of these items will be assessed the
$0.30 each charge.
<TABLE>
<S> <C>
3. OPTIONAL TRANSITIONAL TICKET STOCK
Ticket Transmission (including electronically transmitted tickets and entitlements) $ 0.15 each
Itinerary and Machinable Interface Record Transmission $ 0.10 each
Itinerary Invoice Using TINS $ 0.05 each
4. PRO-FILES - 50 per pseudo per month at no charge; thereafter: $ 0.0336 each
5. PREVIEW PLUS
Demand Mode $ 10.00 per request
Quick Return Mode $ 6.00 per request
Batch Mode n/c
6. PRINT QUEUE $ 5.00 per request
7. AUTOMATED ARC REPORT $ 50.00 per pseudo
8. GROUPMANAGER TICKET SUMMARY REPORT $ 50.00 per pseudo
9. PAST DATE QUICK (maximum $60.00 per month, per pseudo) $ 10.00 per record
10. SELECTIVE ACCESS / GLOBAL ACCESS
One-Time Fee $ 200.00
Customized Permission Record $ 1.00 each
11. SPECTRUM
One-Time Fee $ 595.00 per location
Monthly Fee $ 17.00 per location
Spectrum Enhancement Software; per release (one-time fee) $ 295.00 per location
12. TELECHECK
Activation Fee (one-time) $ 50.00 per pseudo
Monthly Fee $ 25.00 per pseudo
Transaction Fee - $50.00 per pseudo per month at no charge; thereafter: $ 0.35 each
13. ADDRESS VERIFICATION (fee waived for Telecheck subscribers) $ 9.95 per pseudo
14. PRIVATEFARES (one-time) $ 395.00
15. BEST BUY QUOTE
Base Fee - Per Access Device (maximum $450.00 per Location) $ 15.00 each
An "Access Device" is any component at which a point of access to
Apollo Services is provided, including, but not limited to, AGP and
Subscriber workstations, terminal addresses and global terminal
identifiers.
Transaction Fee - 500 Best Buy Quote Transactions per Access Device
(maximum 15,000 Best Buy Quote Transactions per Location) are included
in Base Fee; thereafter: $ .04 each
</TABLE>
<PAGE>
OPTIONAL SERVICES ATTACHMENT (continued)
<TABLE>
<S> <C>
16. APOLLO MONITOR $ 75.00 per pseudo
17. FOCALPOINT DIAL-UP EDITION
One-Time License Fee $ 99.00 per license
Disconnect Fee $ 50.00
Usage Fee (per license; usage prorated in one minute increments after minimum is met) $ 10.00 minimum
Local Access* $ 6.00 per hour
Domestic 800 Number Access (if local access is not available) $ 10.50 per hour
International Access* (based on international gateway of telephone call) per quote
(*currently provided by MCI)
Additional Documentation per quote
18. GLOBALWARE
Monthly Maintenance Fee (as specified on Services Designator)
Help Desk - Phone Support Fee $ 1.95 per minute
19. APOLLOWISE
$0.01825 per Transaction in excess of Baseline Transactions for the month
(defined as an average of 200 Transactions per Apollo Booking per month).
20. MEMBERSHIP PRO-FILE (per master account record, plus PRO-file charge specified above) $ 150.00 per month
21. TRAVELPOINT.COM
Initial License Fee (first site) $1,000.00 one-time fee
Additional License Fee (each additional site) $ 500.00 one-time fee
Transaction Fee, per passenger name record (subject to $150.00 monthly minimum) $ 3.00 each
Change of Banner Graphic $ 250.00 per charge
22. MAINTENANCE PREMIUM per quote
Applies for Subscriber-requested hardware maintenance outside the scope of
AGP's standard maintenance service. A service charge may be assessed for
failure or refusal to admit technician for scheduled service call.
23. EXTENDED SUPPORT SERVICES (third-party software phone support) $ 1.95 per minute
24. PROJECTS per quote
Applies for projects such as equipment installations, deinstallations,
reconfigurations, upgrades, and office relocations.
25. SUPPLIES, TRAINING MATERIALS, MARKETING MATERIALS $ then current charges
</TABLE>
<PAGE>
WAIVED VARIABLES ATTACHMENT
________________________________________________________________________________
Notwithstanding the provisions of the Optional Services Attachment to the
Agreement, the following provisions shall apply:
1. AGP will waive the Variable Charges for the following optional Services,
provided that Subscriber is meeting all of its obligations under the
Agreement.
TICKETING AND RELATED DOCUMENTS (ATB AND OPTAT)*
Tickets
Boarding Passes
Itineraries
Invoices (including TINS)
Machinable Interface Records
(*These charges shall be waived for the home office Location and full
service branches, as well as outplant Locations which perform reservation
and ticketing functions. The fees incurred at remote satellite ticket
printer Locations will not be waived.)
PRO-FILES - THE FEES FOR 1,000 PRO-FILES PER MONTH WILL BE WAIVED
PREVIEW PLUS (all modes)
PRINT QUEUE
AUTOMATED ARC REPORT
GROUPMANAGER TICKET SUMMARY REPORT
PAST DATE QUICK
GLOBALWARE - Monthly Maintenance Fees
The monthly maintenance fees for GlobalWare shall be waived. Subscriber
remains responsible to pay for all other fees pertaining to GlobalWare,
including, but not limited to, the support fees assessed in accordance
with this Agreement.
SELECTIVE ACCESS/GLOBAL ACCESS
TELECHECK
PRIVATE FARES
FOCALPOINT DIAL-UP EDITION - One-Time License Fee
The one-time license fee for Focalpoint Dial-Up Edition shall be waived.
Subscriber remains responsible to pay for all other fees pertaining to
Focalpoint Dial-Up Edition, including, but not limited to, the usage fees,
disconnection fees, and additional documentation fees.
MEMBERSHIP PRO-FILE
APOLLO MONITOR
2. AGP and Subscriber have agreed to modify the pricing structure for the
following Services:
APOLLOWISE
The $0.01852 per Transaction fee will be reduced to $0.01 per Transaction,
and applies for Transactions in excess of Baseline Transactions for the
month.
The Baseline Transaction of 200 will be increased to 325, and is defined
as the average Transactions per Apollo Booking per month.
BEST BUY QUOTE
Subscriber shall pay to AGP $0.02 per Best Buy Quote Transaction, and the
$15.00 per month, per device fee shall be waived.
<PAGE>
RESERVATION SERVICES ATTACHMENT
________________________________________________________________________________
Subscriber has requested and AGP has agreed that Subscriber may use the Services
for the purpose of allowing individuals ("Users") to make air, car, hotel and
other travel-related bookings via the Internet, whereby Subscriber may make such
bookings on behalf of another travel agency via emulation of such travel agency
("Other Agency") or may route a booking made by a User to the travel agency
selected by the User ("Ticketing Agency") for ticketing purposes only. The
parties acknowledge that Subscriber may be one such Ticketing Agency. The
services provided by Subscriber as contemplated herein shall be collectively
referred to as the "Reservation Services".
1. GALILEO SYSTEM
--------------
An Other Agency or a Ticketing Agency may subscribe to the Apollo
computerized reservation system or the Galileo computerized reservation
system (each a "System"). Accordingly, AGP shall provide Subscriber access
to the Galileo System for the sole purpose of emulating Other Agencies that
use the Galileo System and routing bookings to Ticketing Agencies that use
the Galileo System. All terms and conditions of the Agreement that pertain
to the Apollo System shall apply equally to the Galileo System. The parties
acknowledge and agree that Subscriber's provision of Reservations Services to
subscribers of the Galileo System shall, under this Agreement, be limited to
those subscribers serviced by a Distributor (as defined below) which is owned
and controlled by Galileo International, L.L.C.
2. SUBSCRIBER'S RESPONSIBILITIES
-----------------------------
A. Subscriber is solely responsible to ensure that the Reservations Services
are compatible with the Systems and any modifications thereto. Further,
Subscriber is solely responsible to, and represents and warrants to AGP
that it shall use its best efforts to comply with all laws and
regulations of the countries within which it does business, including,
but not limited to, data protection laws.
B. In order to allow Subscriber to access the passenger name records and
PRO-file/Client File data contained in a System ("Records") for an Other
Agency, Subscriber must secure the written authorization from such Other
Agency to allow AGP or, in the case of an Other Agency which uses the
Galileo System, the distributor of such System ("Distributor") to
programmatically permit such access. The authorization shall be provided
in one of the following forms:
(i) If the Other Agency has contracted with Subscriber to receive
Reservation Services, then such Other Agency shall execute the
Request for Reservation Services (Agency) in the form attached
hereto as Exhibit A. Exhibit A shall be completed to identify
the appropriate Distributor and its address.
(ii) If a corporate client of the Other Agency ("Client") has
contracted with Subscriber to receive Reservation Services, then
the Other Agency shall execute the Request for Reservation
Services (Client) in the form attached hereto as Exhibit B.
Exhibit B shall be completed to identify the appropriate
Distributor and its address.
(iii) The parties agree that Requests for Reservation Services that
were executed under prior contract no. 30586 which remain valid
as of execution of this Agreement shall be deemed to be
authorized Requests for Reservation Services under this
Agreement.
The parties acknowledge that the Distributors may, at their discretion,
modify the terms of Exhibits A and B. Requests for Reservation Services
shall be mailed to the Distributor at the address specified on Exhibit
A or B, as applicable.
C. AGP shall waive the monthly fee of $25.00 for each location of an Other
Agency with respect to which Subscriber provides Reservation Services.
D. Subscriber or the Other Agency shall provide AGP 30 days' prior written
notice when terminating an Other Agency's Reservation Services. In the
event that the Reservation Services become incompatible with Apollo
Services, and Subscriber is unable to rectify the incompatibility, then
Subscriber shall provide AGP prompt written notice thereof and this
Attachment shall be immediately terminated.
<PAGE>
3. DISTRIBUTOR'S RESPONSIBILITIES
------------------------------
AGP will use reasonable efforts to cause Distributor to provide
Subscriber access to the Records of the Other Agency within 10 days of
receipt of a Request for Reservation Services therefor. AGP will use
reasonable efforts to cause Distributor to disengage access to the
Records of the Other Agency within 30 days of receipt of written notice
therefor.
4. USE, INDEMNIFICATION AND WAIVER
-------------------------------
A. When performing Reservation Services, Subscriber shall use the
information contained in the Records solely for display entries, and
to make bookings and ticket as necessary to service Other Agencies
and Clients. Subscriber shall be liable for all monetary damages
suffered by an Other Agency as a result of any misuse by Subscriber
of the System or its access to the System. After any such misuse, AGP
may, at its option and upon written notice to Subscriber, immediately
terminate this Attachment.
B. Subscriber hereby agrees to release and indemnify and hold AGP, its
owners, officers, directors, agents, employees, affiliates,
successors and assigns, and each Distributor harmless from and
against any and all liabilities, damages, losses, expenses, claims,
demands, suits, fines or judgments, including, but not limited to,
attorneys' fees, costs and expenses incident thereto, which may be
suffered by, accrue against, be charged to or be recovered from AGP,
its owners, officers, directors, agents, employees, affiliates,
successors or assigns, or a Distributor by reason of, arising out of
or in connection with, any claim by a third party arising out of or
in connection with: (i) any act, error or omission of Subscriber, its
owners, officers, directors, agents or employees, or any act, error
or omission of an Other Agency or a Client, under or relating to this
Agreement or relating in any way to the Reservation Services; or (ii)
any claim that the use of any data, systems or software by
Subscriber, an Other Agency, or a Client in connection with
Reservation Services infringes any patent, copyright, trademark or
any other proprietary right of any person or entity.
<PAGE>
EXHIBIT A
01/99
REQUEST FOR RESERVATION SERVICES
--------------------------------
(AGENCY)
--------
FROM: TO:
__________________________________ ______________________________________
Name of Agency - Pseudo City Code Name of Distributor
__________________________________ ______________________________________
Mailing Address Mailing Address
__________________________________ ______________________________________
AND TO:
Planned Activation Date:__________ Internet Travel Network / Pseudo SR7
("ITN")
4157 El Camino Way, Suite A
Palo Alto, CA 94306
1. The undersigned travel agency ("Agency") desires to utilize ITN's various
reservation services ("Reservation Services") and, in accordance therewith,
Agency hereby authorizes the above-named Distributor to programmatically
permit ITN to access passenger name records, PRO-files, Client Files and
other similar information created and maintained by Agency (the "Records") in
the Apollo or Galileo computerized reservation system ("System"), such access
to be permitted solely and exclusively for the purposes of providing the
Reservation Services to Agency and ITN agrees not to use or disclose any of
the information contained in the Records except for these purposes. ITN
warrants that it will act at all times in accordance with all applicable laws
with regard to the access provided hereunder. Agency warrants that it has,
where required by law, gained the consent of the passenger concerned for
access to be provided to personal data by ITN.
2. Agency agrees to release and indemnify, defend and hold Apollo Galileo USA
Partnership, its owners, officers, directors, employees, affiliates, agents,
successors and assigns (collectively, "AGP"), and Distributor harmless from
any and all liabilities, damages, losses, expenses, claims, demands, suits,
fines or judgments (including litigation costs, expenses and reasonable
attorneys' fees) which may be made, had, brought or recovered by any third
person by reason of or on account of Agency's use of, or action or inaction
in connection with, the Reservation Services, or which arises out of or in
connection with any claim that the use of any data, software or system by ITN
in connection with providing the Reservation Services to Agency infringes any
patent, copyright, trademark or any other proprietary right of Agency or any
other person or entity.
Agency waives and releases any and all obligations and liabilities of AGP and
Distributor, and any and all rights, claims and remedies against AGP and
Distributor, express or implied, arising by law or otherwise and solely
resulting from any System delays, errors, malfunctions or interruptions of
service experienced by ITN, whether or not beyond the control of Distributor
or caused in whole or in part by the negligence of Distributor, including any
liability, obligation, right, claim or remedy in tort, and including any
liability, obligation, right, claim or remedy for loss of revenue or profit
or any other indirect, incidental or consequential damages.
3. Agency has designated above, and on an additional page attached hereto if
necessary, the name, address and pseudo city code of each Agency location
which is covered under its agreement for access to the System (the "System
Agreement") and for which Reservation Services are to be provided. If, after
the execution of this Request, Agency elects to add branch locations which
are covered under its System Agreement, Agency shall provide Distributor and
ITN with additional Requests for Reservation Services.
4. ITN or Agency may terminate ITN's access to the Records at any location
included in this Request with 30 days' prior written notice to the other
affected entities. Notwithstanding the foregoing, if Agency's System
Agreement or the agreement between ITN and AGP regarding the Reservation
Services is terminated for any reason, the Reservation Services provided for
hereunder shall terminate concurrently therewith.
AGENCY
Signature: ___________________________________________________________
Printed Name: ___________________________________________________________
Date: ___________________________________________________________
<PAGE>
EXHIBIT B
01/99
REQUEST FOR RESERVATION SERVICES
--------------------------------
(CLIENT)
--------
FROM: TO:
__________________________________ ______________________________________
Name of Agency Name of Distributor
__________________________________ ______________________________________
Mailing Address Mailing Address
__________________________________ ______________________________________
__________________________________ AND TO:
Name of Client - Pseudo City Code
Internet Travel Network / Pseudo SR7
("ITN")
4157 El Camino Way, Suite A
Planned Activation Date:__________ Palo Alto, CA 94306
1. The undersigned travel agency ("Agency") desires to utilize Internet Travel
Network's ("ITN") various reservation services ("Reservation Services")
solely for its above-named corporate client ("Client") and, in accordance
therewith, Agency hereby authorizes the above-named Distributor to
programmatically permit ITN to access passenger name records, PRO-files,
Client Files and other similar information created and maintained by Agency
within the pseudo city code, as specified above, of the Client (the
"Records") in the Apollo or Galileo computerized reservation system
("System"), such access to be permitted solely and exclusively for the
purposes of providing the Reservation Services to Client and ITN agrees not
to use or disclose any of the information contained in the Records except for
these purposes. ITN warrants that it will act at all times in accordance
with all applicable laws with regard to the access provided hereunder.
Agency warrants that it has, where required by law, gained the consent of the
passenger concerned for access to be provided to personal data by ITN.
2. Agency agrees to indemnify, defend and hold Apollo Galileo USA Partnership,
its owners, officers, directors, employees, affiliates, agents, successors
and assigns (collectively, "AGP"), and Distributor harmless from any and all
liabilities, damages, losses, expenses, claims, demands, suits, fines or
judgments (including litigation costs, expenses and reasonable attorneys'
fees) which may be made, had, brought or recovered by any third person by
reason of or on account of Agency's use of or action or inaction in
connection with the Reservation Services, or which arises out of or in
connection with any claim that the use of any data, software or system by
Agency in connection with the Reservation Services infringes any patent,
copyright, trademark or any other proprietary right of any person or entity.
Agency waives and releases any and all obligations and liabilities of AGP and
Distributor, and any and all rights, claims and remedies against AGP and
Distributor, express or implied, arising by law or otherwise and solely
resulting from any System delays, errors, malfunctions or interruptions of
service experienced by ITN, whether or not beyond the control of Distributor
or caused in whole or in part by the negligence of Distributor, including any
liability, obligation, right, claim or remedy in tort, and including any
liability, obligation, right, claim or remedy for loss of revenue or profit
or any other indirect, incidental or consequential damages.
3. ITN or Agency may terminate ITN's access to the Records at any location
included in this Request with 30 days' prior written notice to the other
affected entities. Notwithstanding the foregoing, if Agency's agreement for
access to the System or the agreement between ITN and AGP regarding
Reservation Services is terminated for any reason, the Reservation Services
provided for hereunder shall terminate concurrently therewith.
AGENCY
Signature: ___________________________________________________________
Printed Name: ___________________________________________________________
Date:
<PAGE>
SERVICES DESIGNATOR
_______________________________________________________________________________
PSO: 1GOM INTERNET TRAVEL NETWORK
453 SHERMAN AVE.
PALO ALTO. CA 94308
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MONTHLY ONE-TIME INSURANCE
SERVICES FIXED CHARGES CHARGES VALUE
- -------- ------------- ------- ---------
<S> <C> <C> <C>
8 MODEM $ 0.00 $ 8,000.00
1 TCP/IP MODEM $ 0.00 $ 822.00
1 ROUTER - 3 PORT - ETHERNET $ 0.00 $ 1,125.00
15 GOBAL TERMINAL ID $ 0.00 $ 0.00
55 NON-FOCALPOINT GOBAL TERMINAL ID $ 0.00 $ 0.00
800 TERMINAL ADDRESSES $ 0.00 $ 0.00
1 TCP/IP 56 KB LINE $ 600.00 $ 0.00
8 COMM LINE ENHANCED $4,800.00 $ 0.00
1 PRINT SERVER 486 9MB RAM 270MB HD ETHERNET $ 100.00 $ 1,300.00
2 APOLLO DOCUMENT PRINTER $ 470.00 $20,000.00
1 OKIDATA 320 PTR $ 25.00 $ 400.00
1 T1B10 PRT $ 75.00 $ 550.00
2 STACKER UNSECURED $ 0.00 $ 1,400.00
1 ACCESS CHARGE $1,000.00 $ 0.00
1 INTERFACE - MONTHLY $ 25.00 $ 0.00
</TABLE>
TOTAL MONTHLY FIXED CHARGE $7,095.00
TOTAL INSURANCE VALUE $33,597.00
PROMOTIONAL SUPPORT: $127,710
ALT PSEUDO: 1QG4 SR7
<PAGE>
IMPORTANT - READ CAREFULLY BEFORE USING OR CONTINUING TO USE ANY FOCALPOINT*
PRODUCT. The following License Agreement applies to you. By using any version of
Focalpoint containing Microsoft software, after receipt of this License
Agreement, you indicate your acceptance of the following Microsoft License
Agreement.
This is a legal agreement between you (either an individual or an entity) and
Microsoft Corporation. By using any version of Focalpoint containing Microsoft
software after your receipt of this License Agreement, you are agreeing to be
bound by the terms of this agreement. If you do not agree to the terms of this
agreement, promptly return the unused Focalpoint software in your possession and
the accompanying items (including written materials and binders or other
containers) to the place you obtained them.
GRANT OF LICENSE. This License Agreement permits you to use one copy of the
Microsoft software program (the "SOFTWARE") on a single computer. The SOFTWARE
is in "use" on a computer when it is loaded into temporary memory (i.e. RAM) or
installed into permanent memory (e.g., hard disk, CD-ROM, or other storage
device) of that computer. However, installation on a network server for the
sole purpose of internal distribution shall not constitute "use" for which a
separate license is required, provided you have a separate license for each
computer to which the SOFTWARE is distributed.
COPYRIGHT. The SOFTWARE is owned by Microsoft or its suppliers and is protected
by United States copyright laws and international treaty provisions. Therefore,
you must treat the SOFTWARE like any other copyrighted material (e.g., a book or
musical recording) except that you may either (a) make one copy of the SOFTWARE
------
solely for backup or archival purposes, or (b) transfer the SOFTWARE to a single
hard disk provided you keep the original solely for backup or archival purposes.
You may not copy the written materials accompanying the SOFTWARE.
OTHER RESTRICTIONS. You may not rent or lease the SOFTWARE, but you may
transfer the SOFTWARE and accompanying written materials on a permanent basis
provided you retain no copies and the recipient agrees to the terms of this
Agreement. You may not reverse engineer, decompile, or disassemble the
SOFTWARE. If the SOFTWARE is an update or has been updated, any transfer must
include the most recent update and all prior versions.
LIMITED WARRANTY. Microsoft warrants that the SOFTWARE will perform
substantially in accordance with the accompanying written materials for a period
of ninety (90) days from the date of receipt. Any implied warranties on the
SOFTWARE are limited to ninety (90) days. Some states/jurisdictions do not
allow limitations on duration of an implied warranty, so the above limitation
may not apply to you.
NO OTHER WARRANTIES. To the maximum extent permitted by applicable law,
Microsoft and its suppliers disclaim all other warranties, either express or
implied, including, but not limited to, implied warranties of merchantability
and fitness for a particular purpose, with regard to the SOFTWARE and the
accompanying written materials. This limited warranty gives you specific legal
rights. You may have others which vary from state/jurisdiction to
state/jurisdiction.
NO LIABILITY FOR CONSEQUENTIAL DAMAGES. To the maximum extent permitted by
applicable law, in no event shall Microsoft or its suppliers be liable for any
damages whatsoever (including, without limitation, damages for loss of business
profits, business interruption, loss of business information, or any other
pecuniary loss) arising out of the use of or inability to use this Microsoft
product, even if Microsoft has been advised of the possibility of such damages.
Because some states/jurisdictions do not allow the exclusion or limitation of
liability for consequential or incidental damages, the above limitation may not
apply to you.
U.S. GOVERNMENT RESTRICTED RIGHTS. The SOFTWARE and documentation are provided
with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is
subject to restrictions as set forth in subparagraph (c)(1)(ii) of The Rights in
Technical Data and Computer Software clause of DFARS 252.227-7013 or
subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted
Rights at 48 CFR 52.227-19, as applicable. Manufacturer is Microsoft
Corporation/One Microsoft Way/Redmond, WA 98052-6399.
If you acquired this product in the United States, this Agreement is governed by
the laws of the State of Washington. If this product was acquired outside the
United States, then local law may apply.
Should you have any questions concerning this Agreement, or if you desire to
contact Microsoft for any reason, please contact your local Microsoft subsidiary
or sales offices or write: Microsoft Sale and Service/One Microsoft
Way/Redmond, WA 98052-6399.
* AGP is the authorized licensee of Focalpoint, a registered trademark of
Galileo International.
<PAGE>
________________________________________________________________________________
According to the terms hereof, AGP will license to Subscriber Focalpoint SE
(Special Edition) Software which allows Subscriber to utilize its own hardware
and local area network (LAN) operating environment.
1. Subscriber may copy the Focalpoint SE Software for its internal use only and
may install it on an unlimited number of Subscriber workstations. If
Subscriber accesses Apollo Services via an ALC network, then the number of
users who may concurrently access Apollo Services at a Location is equal to
the number of terminal addresses ("TA's") specified on the Services
Designator for that Location. If Subscriber accesses Apollo Services via a
TCP/IP network, then the number of users who may concurrently access Apollo
Services at a Location is equal to the number of global terminal identifiers
("GTID's") specified on the Services Designator for that Location.
2. Subscriber is responsible for obtaining, implementing, supporting, and
maintaining the LAN, the LAN operating system, the workstation operating
system, and all hardware and other software required for the operation of
Focalpoint SE, but which is not provided by AGP. AGP has no responsibility
whatsoever with respect to the foregoing and system response time
responsibility is limited to AGP's wide area network (i.e., the Apollo
Services mainframe to the modem provided by AGP). At Subscriber's request
and upon AGP's approval, support services for the foregoing are available
from AGP, at Subscriber's expense.
<PAGE>
________________________________________________________________________________
According to the terms hereof, AGP will license to Subscriber Focalpoint Dial-Up
Software ("Dial-Up Software") which permits a direct computer-to-computer link
between a user's computer hardware and Apollo Services, for use by Subscriber's
employees or clients ("Users").
1. FOCALPOINT DIAL-UP SOFTWARE LICENSE
-----------------------------------
Each User may utilize the Dial-Up Software only for the purpose of
establishing a direct computer-to-computer link to Apollo Services for travel
related services and functionality, excluding ticketing applications.
2. SUBSCRIBER RESPONSIBILITIES
---------------------------
A. Subscriber must ensure that each User secures the appropriate hardware and
software necessary to utilize the Dial-Up Software in accordance with the
product Documentation. AGP will not provide Users any hardware, third-
party software, or support with respect to the Dial-Up Software.
B. Subscriber must ensure that the end user license agreement is provided to
each User along with the Dial-Up Software.
C. Subscriber is responsible for (i) installing the Dial-Up Software; (ii)
training each of its Users; and (iii) ensuring that all Users have
adequate expertise in all areas of Apollo Services functionality necessary
to utilize the Dial-Up Software.
D. Subscriber is permitted to make copies of the Dial-Up Software for
distribution to its Users. Subscriber is responsible for duplicating and
distributing the Dial-Up Software and maintaining the integrity of the
Dial-Up Software during the duplication process. A Dial-Up Software
license may not be transferred from one User to another.
E. If Subscriber requires a replacement diskette, a new license must be
ordered and the applicable one-time fee will apply. Subscriber will pay
the appropriate third party for the communications costs incurred in
conjunction with its use of Dial-Up Software.
3 TERMINATION
-----------
Either party may terminate a Dial-Up Software license upon thirty (30) days
prior written notice to the other party.
<PAGE>
EXISTING OBLIGATION ATTACHMENT
________________________________________________________________________________
If AGP terminates the Agreement for cause or if Subscriber terminates the
Agreement other than for cause, then, in addition to any other amounts owing
under the Agreement due to any such event, Subscriber will be required to pay
AGP the amount of $250,000.00, plus interest at the maximum rate permitted by
law calculated from the Contract Effective Date. This amount represents a
portion of a prior debt for which Subscriber has agreed to be responsible and
which AGP has agreed to conditionally waive upon the execution of the Agreement.
<PAGE>
EQUIPMENT ACTION CREDIT ATTACHMENT
________________________________________________________________________________
1. During the term of the Agreement, AGP will credit up to $15,000.00
("Equipment Action Credit") of the project-related charges incurred by
Subscriber under the Agreement for installation, deinstallation,
reconfiguration, upgrade, exchange, or relocation of equipment leased from
AGP, provided that such activities are performed in accordance with the
Agreement and that Subscriber is meeting all of its obligations under the
Agreement.
2. The Equipment Action Credit may not be applied to any charges incurred under
the Agreement other than those described above and may not be applied to
deinstallation charges resulting from Subscriber's breach of the Agreement.
The Equipment Action Credit, or any portion thereof, may not be redeemed for
cash and any unused portion shall be forfeited upon termination of the
Agreement.
<PAGE>
<TABLE>
<S> <C>
CUSTOMER PROFILE CONTRACT NO. 173225
AGP 100 01/99 HOME OFFICE LOCATION PSEUDO 1G0M
- -------------------------------------------------------------------------------------------------------------------
TO BE COMPLETED BY SUBSCRIBER:
Subscriber's Official Name Internet Travel Network
----------------------------------------------------------------------------------------
D/B/A (Doing Business As) Small World Travel
----------------------------------------------------------------------------------------
Home Office Location (HOL) Address 453 Sherman Avenue
------------------------------------------------------------------------------
City, State, Zip Code Palo Alto, California 94306
---------------------------------------------------------------------------------------------
County Santa Clara
------------------------------------------------------------------------------------------------------------
Phone Number (650) 614-6300 Fax Number (650) 494-8186
----------------------------------- ------------------------------------------------------
Business Entity: X Corporation _____ Limited Liability Company _____ Partnership
-----
_____ Sole Proprietorship _____ Other (describe)
State of Incorporation or Partnership Formation California
-------------------------------------------------------------------
HOL ARC Number 05-85520-5 Tax I.D. Number 93-11844437
--------------------------------------------- -------------------------------------
Landlord Name _____________________________________________ Landlord Phone Number _______________________________
Bank Name and Account No. Wells Fargo Bank [*]
-----------------------------------------------------------------------------------------
PRINCIPALS (List Owners/Partners; Attach Additional Page if Necessary)
- ----------
1. Mr./Ms.___________________________________________________ Social Security No.___________________________
Title ______________________________________________________________ Home Phone___________________________
Home Address
2. Mr./Ms.___________________________________________________ Social Security No.______________________
Title ______________________________________________________________ Home Phone_______________________
Home Address______________________________________________________________________________________________
3. Mr./Ms.___________________________________________________ Social Security No.______________________
Title ______________________________________________________________ Home Phone_______________________
Home Address______________________________________________________________________________________________
</TABLE>
NOTICES
- -------
Subscriber requests that notices under the Agreement be sent to Subscriber at
the following address (no P.O. Box):
Internet Travel Network
----------------------------------------------------------
453 Sherman Avenue, Palo Alto, California 94306
----------------------------------------------------------
ATTN: Bob Norman
----------------------------------------------------
SIGNATURE: /s/ Matthew Ackerman DATE: 1/8/99
---------------------------------------- ----------
Please provide Apollo Galileo USA Partnership ("AGP") written notice, as
specified in the notices section of the Agreement, of any changes to this
information.
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>
EXHIBIT 10.18
WEB SERVICES AND TRAVEL AGREEMENT
This Agreement is made and entered into as of September 10, 1999 (the
"Effective Date") by and between American Express Travel Related Services
Company, Inc., a New York corporation with offices at American Express Tower,
World Financial Center, 200 Vesey Street, New York, New York 10285 ("AXP") and
GetThere.Com, Inc., a California corporation, with offices at 445 Sherman
Avenue, Palo Alto, CA 94306 ("GT").
THE PARTIES AGREE AS FOLLOWS:
ARTICLE I
---------
DEFINITIONS.
------------
1.1 "Acceptance" shall have the meaning ascribed to it in Section 4.6
hereof.
1.2 "Affiliate" means a business entity controlling, controlled by or
under common control with a specified party to the Agreement. With regard to AXP
only, "Affiliate" also includes travel-related joint ventures, franchisees and
representative offices.
1.3 "AXP Web Site(s)" shall mean the web sites to be used by AXP to
provide branded and non-branded consumer online travel services accessible by
the public through the public and private internet with restricted and
unrestricted log-in. The AXP Web Site(s) include AXP Content hosted by AXP or
other 3rd parties at AXP's discretion and the Consumer Site and all relevant
links.
1.4 "AXP Content" shall mean the proprietary text, pictures, graphics,
artwork and other content delivered by AXP to GT for incorporation exclusively
and solely in the Site(s).
1.5 "All Work Orders" shall mean General Work Orders, AXP Unique Features
Work Order and the AXP Restricted Features Work Order.
1.6 "Domains" shall mean the "itn.net" and "itn.com" domain names (and
extensions of itn.net that are currently associated with Current GT Consumer
Site as of the Effective Date) and the associated InterNic registrations
associated with GT's consumer web sites.
1.7 "Corporate Sites" means both the Middle Market Sites and the Large
Market Sites, bearing trade names and domain names determined by AXP in its sole
discretion.
1.8 "Consumer Site(s)" means a set of web pages designed in accordance
with Section 2.2 and the Consumer/Small Business Site Specifications and hosted
by GT pursuant to this Agreement through which an individual may access a
private labeled version or non-AXP branded version of the Reservation System
with Consumer Phase I, Phase II and Phase III Functionality via screens
displaying the AXP Content and operated on behalf of AXP.
1.9 "Small Business Site" means a set of web pages designed in accordance
with Section 2.2 and the Consumer/Small Business Specifications and hosted by GT
pursuant to this Agreement through which a Customer may access a private labeled
version or non-AXP branded
[*]=CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATEMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
-1-
<PAGE>
version of the Reservation System with Consumer Phase I, Phase II and Phase III
Functionality via screens displaying the AXP Content and Customer Content and
operated on behalf of the small business.
1.10 "Middle Market Sites" shall mean a set of web pages designed in
accordance with the Corporate Phase I and Corporate Phase II Specifications and
hosted by GT pursuant to this Agreement through which an individual may access a
Customer private labeled version of the Reservation System with Corporate Phase
I and Corporate Phase II Functionality via screens displaying the AXP Content,
the Customer Content and operated on behalf of the Customer.
1.11 "Large Market Sites" shall mean a set of web pages designed in
accordance with the Corporate Phase I and Corporate Phase II Specifications and
hosted by GT pursuant to this Agreement through which an individual may access a
Customer private labeled version of the Reservation System with Corporate Phase
I and Corporate Phase II Functionality via screens displaying the AXP Content,
the Customer Content and operated on behalf of the Customer.
1.12 "Consumer/Small Business Site Specifications" shall mean the
specifications/template set forth in Exhibit "A".
1.13 "Corporate Site Specifications" shall mean the
specifications/template set forth in Exhibit "B".
1.14 "International Market Sites" shall mean Corporate Sites and Consumer
Sites which have been localized for operation on behalf of Customers located in
jurisdictions outside of United States, including localization for currency,
language, and applicable laws and twenty four hour customer support (at the same
level as customer support in the United States) for such jurisdictions, and
otherwise designed and operational in accordance with the terms hereof.
1.15 "Current GT Consumer Site" means that website presently operated by
GT at the Domain targeted at consumers which provides consumers access to the
Reservation System.
1.16 "Net Transactions" shall mean the total number of online PNR bookings
minus total number of online PNR cancellations minus un-ticketed PNRs minus
total number of off-line PNR cancellations minus total number of off-line ticket
refunds. Net pricing per transaction is inclusive of charges for all
changes/additions made to a PNR, subsequent to initial booking. Each passenger
traveling will be considered a PNR.
1.17 "Reservation System" shall mean GT's proprietary online booking
engine that provides access to real time computer reservation systems ("CRS") in
order to make air, car and hotel travel reservations via the world wide web and
intranets or other private networks including all Upgrades, to the extent such
Upgrades are acceptable and implemented by AXP. During the Term, Reservation
System shall not include online booking engines that provide reservations for
cruises, tours, membership miles redemption and packaged sales (a combination of
more than one of the following: air, car and hotel reservations) even though
such engines may permit booking of air, car or hotel reservations.
1.18 "AXP Restricted Features" shall have the meaning ascribed to it in
Section 3.7 hereof.
-2-
<PAGE>
1.19 "AXP Unique Features" shall have the meaning ascribed to it in
Section 3.4 hereof.
1.20 "Force Majeure" shall mean causes that are beyond the reasonable
control of the party claiming Force Majeure and that could not have been avoided
or prevented by reasonable foresight, planning or implementation of the party
claiming Force Majeure. Such causes shall include but not be limited to acts of
God, war (declared or undeclared), insurrections, hostilities, strikes or
lockouts (other than strikes by or lockouts of such party's employees, which
strikes or lockouts shall be deemed not to be Force Majeure events), riots,
fire, storm and interference or hindrance by any governmental authority. The
failure of GT and/or any of its vendors or suppliers to achieve Year 2000
Compliance and (with respect to International Market Sites only) Euro Compliance
as specified in Section 14.4 of this Agreement shall not be considered to be a
Force Majeure event.
1.21 "GT Features" means all current and future technology, tools, content
and applications, including those developed or acquired by GT during the Term
and pursuant to this Agreement, and further including all thereto to the
Corporate Site. The term "GT Features" specifically excludes any and all GT
Restricted Features.
1.22 "GT Marks" means any trademark, trade name, service mark or logo of
GT relating to any aspect of the Reservation System associated therewith.
1.23 "GT Restricted Features" means any updates, upgrades, additions and
revisions to GT Features developed by GT for third parties on a "work for hire"
or an exclusive basis such that GT is contractually restricted from providing
the same to AXP, so long as AXP is not the only customer excluded.
1.24 "Hosting Services" mean the services described in Exhibit "E" and all
collateral tasks associated with such services and as otherwise identified in
the Agreement as being part of the Hosting Services.
1.25 "Intellectual Property Rights" means, with respect to any data,
device, or other asset of any kind, all copyright, patent, trade secret, moral,
authorship and other proprietary rights relating to any such data, device,
object code, source code or other asset including, without limitation, all
rights necessary for the worldwide development, manufacture, modification,
enhancement, sale, licensing, use, reproduction, publishing and display of such
data, device, object code, source code or other asset.
1.26 "Licensed New Features" means any new technology, tools, content and
applications licensed by GT from a third party with the right to provide such
Licensed New Feature through the Reservation System, or to GT's alliance
partners such as AXP, or as an AXP Restricted Feature, together with all Updates
thereto.
1.27 "Service Location" means the location owned, leased, or under the
control of GT, as identified in Exhibit "E" hereto, from which GT will provide
the Hosting Services.
1.28 "Work Order Specifications" means the description of the services to
be performed and the version of the Reservation System to be developed and/or
implemented by GT
-3-
<PAGE>
pursuant to any Work Order under the Agreement, including the requirements for
the Site(s) as specified in an Implementation Schedule and the Features
associated therewith.
1.29 "International Phase I Functionality" means the functionality on
Exhibit "J".
1.30 "AXP User Information" means data regarding the user and/or their
personal information and regarding their use or interaction with the Sites
either received, used or stored by GT through the operation or customization of
the Sites or provided to GT by AXP pertaining to each separate AXP user of the
Sites and all GT Customer Data and the Customer itself.
1.31 "Customer" means a third party that AXP contracts with to provide a
Corporate Site or Consumer Site for such third party's use or, in the case of
Consumer Sites, for use by its customers.
1.32 "Customer Content" means that pictorial, editorial or graphic content
provided by Customers to AXP or GT for the purpose of inclusion in the Corporate
or Consumer Sites.
1.33 "Consumer/Small Business Phase I Functionality" means the
functionality on Exhibit "F".
1.34 "Consumer/Small Business Phase II Functionality" means the
functionality on Exhibit "G".
1.35 "Consumer/Small Business Phase III Functionality" means the
functionality on Exhibit "G".
1.36 "Corporate Phase I Functionality" means the functionality on
Exhibit "H".
1.37 "Corporate Phase II Functionality" means the functionality on
Exhibit "I".
1.38 "Minimum Revenue" means the amounts specified on Exhibit "C".
1.39 "GT Customer Data" means all user data under the control of GT prior
to the Release Date pertaining to all registered consumers of the Current GT
Consumer Site.
1.40 "Release Date" means 12:01am on January 27, 2000 or the actual date
on which the Current GT Consumer Site begins operation on behalf of AXP,
whichever is later.
1.41 "Sites" shall mean the Consumer Sites, Small Business Sites, Middle
Market Sites, International Sites and Corporate Sites.
1.42 "Initial Functionality" shall mean the functionality of the
Reservation System delivered hereunder as described in the attached Exhibit "K".
1.43 "Market Country" means a country in which GT has a Reservation System
for an International Market Site. Notwithstanding the foregoing, France,
Germany, Norway, Denmark, Belgium, Netherlands and Luxembourg will not be a
"Market Country" until the Reservation System also has rail functionality and in
the case of Sweden, rail and ferry functionality.
-4-
<PAGE>
1.44 "Percentage" shall mean 30% for Year One, 37.5% for Year Two and 45%
for Year Three of the accessible Global 950. The Global 950 is defined as the
600 U.S. companies with the highest revenues as listed annually by Fortune
Magazine plus the list of 320 global companies listed in Exhibit "M"
(collectively, the "Global 950"). The "accessible Global 950" means the Global
950 less GT installed customers, less AXP installed online customers, less
prospects in the GT Pipeline, less prospects in the AXP online travel customer
Pipeline For the purposes of this Agreement, Pipeline shall mean the prospects
who are 50% likely to close within 6 months, as defined in Exhibit "L".
1.45 "Year" shall mean a twelve-month period measured from the Release
Date (in the case of the Consumer Site) and acceptance of Phase I development by
AXP (in the case of the Corporate and International Sites) pursuant to Section
4.6.
1.46 "Middle Market" shall mean potential customers with annual air sales
volume from $500,000 to $10 million for US Customers and annual air sales volume
from $100,000 to $1 million for Customers outside of the US.
1.47 "Large Market" shall mean potential customers with annual air sales
volume in excess of $10 million for US Customers and annual air sales volume in
excess of $1 million for Customers outside of the US.
1.48 "GT Content" shall mean the content provided by GT or displayed
pursuant to a license agreement with GT.
1.49 "Upgrade" shall mean any modifications, enhancements, revisions,
corrections or updates to the Reservation System that GT makes generally
commercially available to its customers (whether or not on maintenance) with no
additional fee.
1.50 "New Product" shall mean any modifications, enhancements or revisions
to the Reservation System that are sold by GT at a fee.
1.51 "Implementation Schedule" shall mean a template in the form specified
in Exhibit "N".
ARTICLE II
----------
DEVELOPMENT
-----------
2.1 Corporate Phase I. Within forty-five (45) days of the Effective Date,
the Project Coordinators will jointly develop a detailed engineering
specifications for the tasks involved in the integration and development of the
Corporate Phase I Functionality ("Corporate Phase I Specifications"). Once
completed, and in any event after such 45 day period, the Corporate Phase I
Specifications shall remain unchanged. Unchanged implies that there will be no
significant changes in the functionality. If the development for the Corporate
Phase I Functionality is not completed within 90 days after the date the
Corporate Phase I Specifications have been completed and agreed to by the
parties (subject to extensions as provided in Section 2.6), then the penalties
in Section 2.6 will apply.
-5-
<PAGE>
2.2 Consumer/Small Business Phase I. Within forty-five (45) days of the
Effective Date, the Project Coordinators will jointly develop a detailed
engineering specifications for the tasks involved in the integration and
development of the Consumer/Small Business Phase I Functionality
("Consumer/Small Business Phase I Specifications"). Once completed, and in any
event after such forty-five (45) day period, the Consumer/Small Business Phase I
Specifications shall remain unchanged. Unchanged implies that there will be no
significant changes in the functionality. If the development for the
Consumer/Small Business Phase I Functionality is not completed by January 27,
2000 provided the Consumer/Small Business Phase I Specifications have been
completed and agreed to by the parties (subject to extensions as provided in
Section 2.6) by such forty (45) day period, then AXP can terminate the
Consumer/Small Business part of this Agreement and/or withhold transaction fees
until such Consumer/Small Business Phase I Functionality has been Accepted at
which point all transaction fees must be paid in full.
2.3 Consumer/Small Business Phase II and Consumer/Small Business Phase
III. GT will notify AXP forty-five (45) days prior to the date by which complete
engineering specifications are required in order to complete the tasks involved
in the integration and development of the Consumer/Small Business Phase II
Functionality ("Consumer/Small Business Phase II Specifications") and
Consumer/Small Business Phase III Functionality ("Consumer/Small Business Phase
III Specifications") as outlined in Exhibit "F". Once completed, and in any
event after such forty-five (45) day period, the Consumer/Small Business Phase
II Specifications or Consumer/Small Business Phase III Specifications will
remain unchanged. Unchanged implies that there will be no significant changes in
the functionality. Both parties will jointly develop the detailed engineering
specifications together in good faith. GT will use diligent efforts to develop
Consumer/Small Business Phase II Functionality and Consumer/Small Business Phase
III Functionality. AXP will use diligent efforts to perform the Acceptance Tests
as outlined in Section 4.6.
2.4 Phase II
(a) Corporate Phase II. Within 120 days of the Effective Date, the
------------------
Project Coordinators will jointly coordinate the development of a task list
and a detailed engineering specifications for the tasks involved in the
integration and development of the Corporate Phase II Functionality
("Corporate Phase II Specifications") Once completed, and in any event
after such 120 day period the detailed engineering specifications for such
Corporate Phase II Specifications shall remain unchanged. Unchanged implies
that there will be no significant changes in the Corporate Phase II
Functionality. If the development for the Corporate Phase II Functionality
is not completed and ready for AXP to commence its Acceptance Testing
within ten (10) months from the Effective Date (subject to extensions as
provided in Section 2.6), then the penalties in Section 2.6 will apply
provided that Corporate Phase II Specifications have been completed and
agreed to by the parties within such 120 day period.
(b) International Phase II. Upon Acceptance of Corporate Phase II
----------------------
Functionality, it shall be made available to the International Market Sites
as International Phase II Functionality within six (6) months after the
Acceptance of Corporate Phase II Functionality assuming this does not
require any significant additional development for localization beyond
local language support.
-6-
<PAGE>
(c) Subsequent Developments. Additional functionality implemented
-----------------------
in the Corporate Site pursuant to this Agreement shall be made available to
the International Market Sites within six (6) months after the acceptance
of such new functionality assuming this does not require any significant
additional development for localization beyond local language support.
2.5 International Phase I. Within forty-five (45) days of the Effective
Date, the project coordinators will jointly develop a detailed engineering
specifications for the International Phase I Functionality ("International Phase
I Specifications") as outlined in Exhibit "J". Once completed, and in any event
after such forty-five (45) day period, the International Phase I Specifications
will remain unchanged. Unchanged implies that there will be no significant
changes in the International Phase I Functionality. If the development of the
International Phase I Functionality is not delivered by GT and accepted by AXP
for at least two (2) Market Countries from among Germany, United Kingdom,
Sweden, France and Australia, in accordance with Section 4.6, by June 30, 2000,
and then two (2) more Market Countries from among Germany, United Kingdom,
Sweden, France and Australia by September 30, 2000, then, provided the
International Phase I Specifications have been completed and agreed to by the
parties (subject to extensions as provided in Section 2.6) by such forty (45)
day period, the obligations applicable to AXP in Section 16.9 will cease to
apply (subject to extensions as provided in Section 2.6). With respect to
International Phase I Functionality, AXP acknowledges that GT shall not (unless
otherwise agreed to by the parties) be required to exceed the functionality of
competitive local products existing as of the date the parties agree on the
International Phase I Specifications with regard to the specific Market
Countries.
2.6 Consequences for Delays in Development. To the extent that the
Corporate Phase I or Corporate Phase II development is not Accepted pursuant to
Section 4.6 in accordance with the anticipated dates set forth above in Sections
2.1 and 2.4, respectively, for a delay to the extent attributable to the failure
of GT and/or its sub-contractors, the Minimum Revenue will be decreased by an
amount determined as stated below and applied to any year of the Minimum Revenue
at AXP's discretion. Any delay in the parties mutually agreeing to
specifications for a phase within the desired time-frame will result in a
corresponding day for day change in GTs target date to deliver the corresponding
functionality per specifications.
(a) Any delay up to 2 months will result in reduction of Minimum
Revenue by $2,055.00 per day of delay.
(b) Any delay greater than 2 months but less than 4 months will
result in reduction of Minimum Revenue by $4,110.00 per day of delay.
(c) Any delay greater than 4 months will result in reduction of
Minimum Revenue by $6,849.00 per day of delay.
2.7 Bug Fixes. GT intends to perform its work in a first class,
workmanlike manner, in accordance with high professional standards in the field
of internet software development. In the event of any failure to meet this
standard, GT will, as AXP's sole remedy, work to resolve bugs in accordance with
GT's standard procedure attached as Exhibit "X" at no cost to AXP. GT agrees to
promptly notify AXP of any material errors in the Reservation System that it is
-7-
<PAGE>
aware of. AXP shall keep GT informed as to any problems encountered with the
Reservation System.
ARTICLE III
-----------
ADDITIONAL DEVELOPMENT.
----------------------
3.1 General Development beyond Phase I and II. It is expected that AXP
will have significant input into the development of the Reservation System
beyond both Corporate, Consumer/Small Business and International Phase I and II
and Consumer/Small Business Phase III, the process and actual feature set of the
Reservation System, subject to the provisions of this Agreement. AXP may make
requests for additional features and functionality provided that such requests
are delivered at least four (4) months prior to scheduled completion date. In
GT's experience, four months is the minimum development cycle required to do
proper development (other than for site implementation). Any feature request
with a suggested completion date of less than four (4) months will be developed
at GT's discretion.
3.2 GT Annual Release Schedule. GT will use diligent efforts to release at
least two (2) product upgrades of the Reservation System annually during the
term of the Agreement for the purpose of maintaining the competitiveness of the
Reservation System in the market. GT will provide AXP with approximately three
(3) months advance notice of all significant functional, platform, system and
database changes related to the Reservation System. AXP has the right to refuse
such changes. If AXP does not elect to effect release of an upgraded version of
the Reservation System, then GT will only be required to support that prior
version of the Reservation System for a period of one year from release of the
upgraded version and will provide enhancements to the prior version only with
respect to resolving critical (i.e. Level 1) bugs as defined in Exhibit "X". GT
will continue to implement the functionality of the Reservation System that is
dictated by the integration of AXP-specific functionality as long as there are
no changes to the AXP-specific functionality.
3.3 GT Commitment to Enhance. GT agrees that it will use commercially
diligent efforts to commit at least fifteen (15) person year professional
development resources, annually for development of the Reservation System. The
fifteen person years does not include any customization done for a third party
which does not benefit the generally available Reservation System.
3.4 AXP Unique Features. AXP may, from time to time, provide GT with ideas
and/or specifications for a new feature it desires to be implemented in the
Sites; provided that (i) GT accepts such new feature development in writing (ii)
AXP fully funds the development thereof (at GT's rates set forth in Exhibit "C")
pursuant to an AXP Unique Feature Work Order, then such new feature will be
considered a "AXP Unique Feature" and AXP shall own all right, title and
interest in and to the AXP Unique Feature and all Intellectual Property Rights
therein. Such AXP Unique Feature shall be considered a "work made for hire." Any
such "work made for hire" shall belong exclusively to AXP, with AXP having the
sole right to obtain, hold and renew, in its own name and/or for its own
benefit, patents, copyrights, registrations and/or other appropriate protection.
To the extent that exclusive title and/or ownership rights in the AXP Unique
Feature may not originally vest in AXP as contemplated hereunder (e.g., may not
be deemed works made for hire), GT hereby agrees to irrevocably assign, transfer
and convey to
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AXP all right, title and interest therein. GT and its personnel shall give AXP,
and/or any AXP designee, all reasonable assistance and execute all documents
necessary to assist and/or enable AXP to perfect, preserve, register and/or
record its rights in any such materials, products and/or modifications. GT
shall, immediately upon request of AXP, or upon the termination, cancellation or
expiration of each such AXP Unique Feature Work Order solely for the AXP Unique
Feature, turn over to AXP all materials, information and deliverables comprising
such AXP Unique Feature. GT agrees not to offer any AXP Unique Feature to any
third party. Each AXP Unique Feature shall be developed pursuant to an AXP
Unique Feature Work Order (the form of which is attached hereto as Exhibit "P")
which clearly indicates the nature of the AXP Unique Features to be developed
thereunder.
3.5 Intentionally left blank.
3.6 Disclosure of Deliverables. For the benefit of both parties, GT shall
promptly make a complete written disclosure to AXP of each invention, technique,
device, discovery or procedure, whether patentable or not (a "Disclosed
Subject"), conceived or first actually reduced to practice, solely or jointly by
GT and/or AXP and/or their respective employees and agents, that comprises the
AXP Unique Features. As to each Disclosed Subject, GT shall use reasonable
efforts to specifically point out the features or concepts that GT believes to
be new or different.
3.7 AXP Restricted Feature. AXP may, from time to time, provide GT with
ideas and/or specifications for a new feature it desires to be implemented in
the Sites; provided that (i) GT accepts such new feature development in writing,
and (ii) the parties jointly fund the development thereof pursuant to an AXP
Restricted Feature Work Order, then the such new feature will be considered an
"AXP Restricted Feature." AXP Restricted Features and all Intellectual Property
Rights therein shall be owned entirely by GT, provided however, GT shall and
hereby does grant AXP a non-exclusive, irrevocable, worldwide, perpetual,
royalty free and fully paid up license to use, copy, execute, sublicense,
display, distribute, transmit, communicate, perform, store, reproduce, enhance,
modify, update, maintain, adapt, and create and use new versions and derivative
works (other than derivative works of such AXP Restricted Feature created by or
for GT) of such AXP Restricted Feature and to have such acts done for it.
Notwithstanding GT's ownership interest therein, GT agrees not to use the AXP
Restricted Feature or provide it, directly or indirectly (except for consumer
sites for airlines), to any third party until the earlier of the date a
reasonably similar feature is available on a third party travel site or twelve
(12) months after development is complete. After such time, GT may make the AXP
Restricted Feature (including derivatives and improvements thereof) generally
available.
3.8 Committed Development Resources. GT agrees to provide AXP with the
option of acquiring one or two mutually agreeable full time development
resources during the term hereof that will be employees of GT, in return for
$250,000 from AXP per year each. Such resources shall reside at the GT site. For
the avoidance of doubt, all work products, materials, code and other items
developed by such employees shall be GT intellectual property, unless otherwise
agreed in an AXP Unique Feature Work Order. Once during each year of the
Agreement, AXP will have the right to request such employee(s) ninety (90) days
prior to their needed availability. If after any such request, AXP deems such GT
employee unnecessary (in its discretion), then it shall provide GT ninety (90)
days prior notice in writing without relinquishing its right to exercise this
option during the following year, and GT shall continue to pay the
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remaining annual salary for such employee. These development staff are separate
and distinct from any Phase I and Phase II development resources and from the 15
person-years of resources for general product development. Although GT is not
providing any code to AXP, except as otherwise provided in this Agreement, the
specifications to the specific AXP interfaces developed by such employees will
be provided to AXP and may be used by AXP for the sole purpose of integration
into the Reservation System. AXP hereby grants to GT a non-exclusive, world-
wide, license during the Term to any technology provided by AXP for inclusion in
the Reservation System or any integration work solely for the purpose of joint
operation of the AXP and GT technology. Other than as provided in the preceding
sentence or in this Agreement or as agreed in writing between the parties, AXP
is not granting a license to any other AXP Intellectual Property.
3.9 Freedom to Develop. AXP is not obligated to request any development
services of GT and except as otherwise provided herein, AXP shall have full
freedom and flexibility to conduct or have a third party conduct development or
purchase products and services of any type.
3.10 General Work Orders. From time to time, GT agrees to provide the
services that are mutually agreed upon and described on attachments to this
Agreement, substantially in the form of the attached Exhibit "O" ("General Work
Order"). Notwithstanding the foregoing, GT agrees that it shall use diligent
efforts to carry out those integration efforts where the AXP materials include
documented and structured data streams, consistent with the existing GT data
base schema (even though GT may be required to create additional data fields)
and do not require the use of any AXP Confidential Information and any
information provided to GT in connection with such integration shall not be
considered AXP Confidential Information except for AXP User Information. General
Work Orders shall require the signature of AXP and both the CEO and COO of GT.
Work Orders shall set forth the materials to be developed thereunder and must
include the specifications for the services to be performed and the deliverables
or other materials to be produced, the schedule for completion of each of the
foregoing, the applicable fixed price or time and materials charges, as set
forth on Exhibit "C", any additional terms the parties mutually agree to
include. Each General Work Order shall be effective, incorporated into and form
a part of this Agreement when duly executed by both parties. If there is a
conflict between this Agreement and any General Work Order, the terms of the
Work Order will govern the provision of the services involved. With respect to
the initiation and evaluation of proposed General Work Orders hereunder, if GT
accepts such General Work Order then the parties agree that: (a) within ten (10)
business days after receipt of an AXP request, GT shall provide a written
response containing an estimate of the number of hours required for
modification, development or creation of the feature(s) or other deliverable,
resulting total fees under any resulting General Work Order, and the total
hardware, software and other costs; and (b) AXP and GT shall use good faith
efforts to resolve any disagreements as to the terms of any proposed General
Work Order and to obtain execution by both parties within ten (10) business days
after receipt by AXP of the written response from GT.
3.11 AXP Unique Features Work Orders. From time to time, GT agrees to
provide the services that are mutually agreed upon and described on attachments
to this Agreement, substantially in the form of the attached Exhibit "P" ("AXP
Unique Features Work Order"). Any AXP Unique Features Work Order shall require
the signature of AXP and both the CEO and
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COO of GT. AXP Unique Features Work Orders shall set forth the materials to be
developed thereunder and must include the specifications for the services to be
performed and the deliverables, which shall include without limitation source
and object code for any software developed or other materials to be produced,
the schedule for completion of each of the foregoing, the applicable fixed price
or time and materials charges, as set forth on Exhibit "C", and any additional
terms the parties mutually agree to include. Each AXP Unique Features Work Order
shall be effective, incorporated into and form a part of this Agreement when
duly executed by both parties. If there is a conflict between this Agreement and
any AXP Unique Features Work Order, the terms of the AXP Unique Features Work
Order will govern the provision of the services involved. With respect to the
initiation and evaluation of proposed AXP Unique Features Work Orders hereunder,
if GT accepts such AXP Unique Features Work Order then the parties agree that:
(a) within ten (10) business days after receipt of an AXP request, GT shall
provide a written response containing an estimate of the number of hours
required for modification, development or creation of the feature(s) or other
deliverable, resulting total fees under any resulting AXP Unique Features Work
Order, and the total hardware, software and other costs; and (b) AXP and GT
shall use good faith efforts to resolve any disagreements as to the terms of any
proposed AXP Unique Features Work Order and to obtain execution by both parties
within ten (10) business days after receipt by AXP of the written response from
GT.
3.12 AXP Restricted Features Work Orders. From time to time, GT agrees to
provide the services that are mutually agreed upon and described on attachments
to this Agreement, substantially in the form of the attached Exhibit "Q" ("AXP
Restricted Features Work Order"). Any AXP Restricted Features Work Order shall
require the signature of AXP and both the CEO and COO of GT. AXP Restricted
Features Work Orders shall set forth the materials to be developed thereunder
and must include the specifications for the services to be performed and the
deliverables, which shall include without limitation source and object code for
any software developed or other materials to be produced, the schedule for
completion of each of the foregoing, the applicable fixed price or time and
materials charges, as set forth on Exhibit "C", and any additional terms the
parties mutually agree to include. Each AXP Restricted Features Work Order
shall be effective, incorporated into and form a part of this Agreement when
duly executed by both parties. If there is a conflict between this Agreement
and any AXP Restricted Features Work Order, the terms of the AXP Restricted
Features Work Order will govern the provision of the services involved. With
respect to the initiation and evaluation of proposed AXP Restricted Features
Work Orders hereunder, if GT accepts such AXP Restricted Features Work Order
then the parties agree that: (a) within ten (10) business days after receipt of
an AXP request, GT shall provide a written response containing an estimate of
the number of hours required for modification, development or creation of the
feature(s) or other deliverable, resulting total fees under any resulting AXP
Restricted Features Work Order, and the total hardware, software and other
costs; and (b) AXP and GT shall use good faith efforts to resolve any
disagreements as to the terms of any proposed AXP Restricted Features Work Order
and to obtain execution by both parties within ten (10) business days after
receipt by AXP of the written response from GT.
3.13 Policies. Any personnel of one party who are present at the other
party's facility or facilities controlled by them shall be subject to the
security and confidentiality policy applicable to personnel at such facility.
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3.14 Work Order Termination. AXP may terminate the development and
implementation services of GT, for any reason whatsoever, with respect to All
Work Orders of this Agreement by not less than ten (10) days written notice to
GT specifying the date upon which termination becomes effective provided that GT
will use diligent efforts to redeploy the resources (and if GT deploys such
resources in fewer than ten (10) days then AXP payment obligation shall cease on
the date such resources have been deployed or on the tenth day, whichever is
sooner). In the event of any termination of All Work Order, GT shall be entitled
to payment for services actually rendered by GT prior to the effective date of
termination, in accordance with the provisions of this Agreement, and such
payment shall constitute full settlement of any and all claims of GT for payment
under the work order of every description, including without limitation, claims
for lost profits. Notice of termination of All Work Order shall not be
considered notice of termination of this Agreement unless specifically stated in
the notice (pursuant to Article 10).
3.15 Cross Site Access. During the Term, all features of the Reservation
System shall be available for implementation on all Sites, provided that AXP
pays any necessary costs of any implementation.
ARTICLE IV
----------
DEVELOPMENT GUIDELINES
----------------------
4.1 Project Coordinators. _____________ from GT and _____________ from
AXP will be the initial "Project Coordinators" under this Agreement. The Project
Coordinators will be responsible for day-to-day communications between the
parties regarding the subject matter of this Agreement. Either party may change
its Project Coordinator at any time and from time to time by giving the other
party written notice. Development hereunder and any additional development will
be coordinated with AXP's Project Coordinator. GT will use its diligent efforts
to ensure the continuity of GT's employees assigned to perform services
hereunder or under All Work Orders. Each party shall provide the other with
reasonable office space at its respective site.
4.2 Steering Committee. "Steering Committee" means a committee made up of
six (6) members, with three (3) members from each of AXP and GT (including at
least one senior executive of each). GT and AXP shall participate in Steering
Committee through its designated personnel. The parties intend that the Steering
Committee shall meet at least once per calendar quarter to review the status and
direction of the parties' relationship and other items requested by either
party. All details regarding the time, manner, place, and agenda for such
meetings shall be decided by the Steering Committee.
4.3 Development Personnel. As part of the Hosting Services, GT shall make
available a sufficient number of experienced GT employees (the "GT Development
Team") to implement the specifications, to launch, maintain and update the
Sites, and to provide the development and implementation services covered by All
Work Orders entered into by the parties. The GT Development Team shall supervise
the technical planning, implementation and maintenance of the Sites and serve as
liaison with AXP personnel, vendors and representatives who have
responsibilities in connection with the Sites.
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4.4 Development Guidelines. In connection with any development, and upon
the reasonable request from AXP, GT will provide a report to AXP's Project
Coordinator with respect to 1) functional, platform, system and database changes
performed, 2) any foreseeable delay in development and estimates of time
required for completion and action taken to resolve such delay and 3) indication
of progress against prior plans with respect to such development.
4.5 Bug Database. GT shall provide read only access to appropriate AXP
personnel the bug data base for the entire Reservation System during the Term.
4.6 Acceptance. Upon completion of the design and development of the
Consumer/Small Business Phase I Functionality, Consumer/Small Business Phase II
Functionality, Consumer/Small Business Phase III Functionality, Corporate Phase
I Functionality, Corporate Phase II Functionality, and each International Market
Site and any development completed under All Work Orders, GT shall certify in
writing to AXP that such development and integration has been completed and is
ready for AXP to commence its Acceptance Testing as set forth below
("Installation Certification"). After AXP's receipt of the Installation
Certificate, AXP shall commence and complete testing and evaluation thereof
within a thirty (30) day period or as otherwise specified in All Work Orders
(the "Acceptance Test"). At no cost to AXP, GT personnel shall be reasonably
available during such testing. The Acceptance Test shall be conducted to
demonstrate to AXP that the applicable functionality functions and performs
substantially in accordance with the applicable specifications and performance
criteria as defined in the engineering specifications which are consistent with
the Service Level Agreement as defined in Exhibit "D". AXP may only reject such
functionality if the functionality or any portion thereof fails to substantially
function and perform in accordance with the applicable Specifications for such
development. Acceptance shall not be unreasonably withheld. Upon such rejection,
AXP will notify GT, specifying the nature of such failure in reasonable detail,
and GT shall have fifteen (15) days in which to correct the problem after which
AXP will re-conduct the Acceptance Test within a fifteen (15) day period and the
notification procedures will be repeated. Failure to accept or reject the
functionality within the thirty (30) day period shall be deemed acceptance of
the applicable functionality or site ("Acceptance").
ARTICLE V
---------
IMPLEMENTATION OF CONSUMER SITES AND SMALL BUSINESS SITES
---------------------------------------------------------
5.1 Release of GT Current Consumer Site. It is contemplated by the
parties that the GT Current Consumer Site will provide access to the Reservation
System through the AXP Web Site at 12:01 AM on January 27, 2000. All Customers
using the GT Current Consumer Site prior to such date shall be transferred in
full to AXP on January 27, 2000 and GT shall have no further interest in or
control over such Customers or related GT Customer Data which shall become AXP
User Information as of the Release Date. On January 27, 2000, GT shall also
provide AXP with at least one (1) copy of the GT Customer Data. From the
Effective Date and until the Release Date, GT shall not transfer or attempt to
transfer any interest in the GT Customer Data. GT further agrees, during and
after the term hereof, not to solicit such Customers, directly or indirectly, on
behalf of itself or others for any purpose competitive to the functionality
provided by the Reservation System.
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5.2 Implementation of Additional Consumer Sites and Small Business Sites.
The Consumer and Small Business Sites will not include external links, except as
may be approved by AXP in writing. GT will provide the development and
implementation services necessary to launch each Small Business Site and
Consumer Site requested by AXP hereunder, including the Reservation System and
the features associated with launch, all as identified or described in the Small
Business Site Specifications or Consumer Site Specifications (as applicable) and
set forth in a mutually agreeable Implementation Schedule. GT shall use diligent
efforts to perform the services described in such Implementation Schedule within
the time frames and milestones set forth therein. It is intended by the parties
that Small Business Site and Consumer Site implementation shall not include any
additional development costs or expenses beyond five (5) hours of work per AXP
Consumer and Small Business Sites, GT shall notify AXP and AXP may choose
whether to have the implementation completed and will pay the actual and
reasonable costs and expenses associated therewith. For each Small Business Site
and Consumer Site, AXP will provide GT with the necessary AXP Content, Customer
Content and other information necessary to implement each Small Business Site
and Consumer Site. Provided that the AXP Content and Customer Content is
reasonable and consistent with GT's standard development requirements (set forth
in Exhibit "R"), GT shall use diligent efforts to promptly develop such Small
Business Site or Consumer Site in accordance with the Small Business Site
Specification or Consumer Site Specifications (as applicable) and the milestones
and timeframes set forth in an Implementation Schedule. The parties will work
together in good faith to prioritize the foregoing implementation and GT will
not be obligated to implement more than three (3) per month unless otherwise
agreed to by the parties. For standard Small Business Site and Consumer Site
implementations, setup period should be no longer than five (5) business days.
For non-standard specialized setup, GT will use commercially diligent efforts to
expedite process as soon as reasonably possible and AXP will charged at GT's
standard rates as set forth on Exhibit "C". For the Consumer Site and the Small
Business Sites, each party shall be responsible for the tasks set forth in
Exhibit "S". Any delay by AXP in providing the information or tasks specified
herein shall extend GT's set-up period on a day-for-day basis.
5.3 Intentionally left blank.
ARTICLE VI
----------
IMPLEMENTATION OF CORPORATE SITES
---------------------------------
6.1 Appointment. GT hereby appoints AXP, for the term of this Agreement,
as a non-exclusive OEM of the Corporate Sites, subject to all of the terms and
conditions of this Agreement. Being an OEM means that AXP may enter agreements
with any Customer to provide access to a Corporate Site for each such Customer,
provided that AXP obtains a signed, written agreement from the Customer on terms
and conditions substantially similar to terms and conditions set forth in
Exhibit "U", ("Customer Agreement"). Furthermore, GT agrees that for AXP
Customers that use a travel agency other than AXP in any markets, GT will
deliver Passenger Name Records ("PNRs") to said agency as a part of servicing
the AXP Customer pursuant to this Agreement without additional charge to AXP.
AXP shall have the unilateral right to appoint and utilize third party sales
agents, joint venture partners (including international joint venture partners
in which AXP has a minority ownership of at least 20%), franchisees, and
representative offices for the purpose of distributing Corporate Sites, (AXP
branded and private labeled) subject to the terms and conditions of this
Agreement. Joint venture partners (including
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international joint venture partners in which AXP has a minority ownership of at
least 20%), franchisees, and representative offices shall have the right to
enter into agreements on their own behalf with customers for purposes of
distributing Corporate Sites (AXP branded or private labeled) subject to the
terms of this Agreement.
6.2 Corporate Site Building.
(a) The Corporate Site will not include external links, except as may
be approved by AXP in writing. GT will provide the development and
implementation services necessary to launch the Corporate Site, including
the Reservation System and the features associated with launch, all as
identified or described in a mutually agreeable Implementation Schedule. GT
shall perform the services within the time frames and milestones specified
in the Implementation Schedule. For each Corporate Site, AXP will provide
GT with the necessary AXP Content, Customer Content and other information
necessary to implement each Corporate Site. Provided that the AXP Content
and Customer Content is reasonable and consistent with GT's standard
development requirements, attached as Exhibit "R" hereto GT shall use
diligent efforts to promptly develop such Corporate Site in accordance with
the milestones and timeframes set forth in the Implementation Schedule. For
standard Customer Site implementations, setup period should be no longer
than five (5) business days. For non-standard specialized setup, GT will
use commercially diligent efforts to expedite process as soon as reasonably
possible and AXP will be charged at GT's then current standard rates as set
forth in Exhibit "C". For the Corporate Sites, each party shall be
responsible for the tasks set forth in Exhibit "S". Any delay by AXP in
providing the information or tasks specified herein shall extend GT's set-
up period on a day-for-day basis. The parties will work together in good
faith to prioritize the foregoing implementation and GT will not be
obligated to implement more than four (4) per week unless otherwise agreed
to by the parties. If the parties cannot agree in good faith on a
prioritization of implementations, the implementations will be performed on
a first come, first serve basis.
(b) If a Customer desires customization of a Corporate Site, (i) AXP
or the Customer will provide the information to GT necessary for
implementation, (ii) GT shall provide an estimate of the cost and schedule
to AXP and (iii) if AXP approves the estimate the parties will enter into a
General Work Order for completion of the implementation. The parties will
work together in good faith to prioritize the foregoing implementation. If
the parties cannot agree in good faith on a prioritization of
implementations, the implementations will be performed on a first come,
first serve basis.
(c) Mass Enrollment. GT will provide schema for standard mass
enrollment of users of the Corporate Sites as long as AXP provides the mass
enrollment information according to GT's standard implementation process as
set forth in Exhibit "T" which will include without limitation GT's
standard schema and standard enrollment process.
Any work beyond GT's standard implementation process will be subject of a
General Work Order or GT will evaluate the possibility of training AXP on
performing such work.
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6.3 Exchange of Data. GT and AXP will mutually agree upon any necessary
development that may be required to allow the accurate and complete exchange of
data between the Sites and the AXP Web Site for use by users of the Sites.
6.4 Access Control. AXP and GT will mutually agree upon a log-in
procedure that may limit access to certain areas of the Small Business Site and
Corporate Site to certain users. AXP may limit access to certain areas of the
AXP Web Site to certain users.
6.5 GT Customer Data Transfer. Upon the Release Date, GT shall provide
AXP with the GT Customer Data. As of the Release Date and subject to the terms
herein, AXP shall own such GT Customer Data in perpetuity.
6.6 Domain Name. GT agrees that, as of the Release Date, it will no
longer use the Domain except (i) as necessary to operate the Sites and (ii)
except that AXP hereby grants GT a worldwide, royalty-free license to use the
Domain with additional extensions (e.g., itn.net/_______) for only such time as
is necessary for GT to transfer GT's current customers to the "GT" domain. AXP
shall have unrestricted use of the Domain without extensions, but will not use
the domain with any extensions, except as necessary to operate and market the
Sites and as mutually agreed upon by AXP and GT. Within seven (7) days after the
Release Date, GT shall reregister the Domain names in the name of AXP, subject
to the license granted above. AXP shall have no responsibility nor liability to
any other GT customer for usage of the itn.net and itn.com domain names. As of
the Release Date, GT shall redirect the URLs ITN.net and ITN.com to the front
door of AXP's US based travel web site on www.americanexpress.com (AXP's primary
-----------------------
Consumer web site). GT agrees not to use the name "Internet Travel Network" or
"ITN" in connection with providing an internet travel booking site.
6.7 Limited Use License to AXP Marks. AXP hereby grants to GT a limited,
worldwide, non-exclusive, non-transferable (except in the case of a permitted
assignment), fully-paid license to use those portions of the trademarks, service
marks, other indicia of origin, domain names, copyrighted material and art work
owned or licensed by AXP and any additional technical information (the "AXP
Content") which are delivered by AXP to GT (including without limitation, the
AXP Content represented in any Specifications or Implementation Schedule) solely
to the extent necessary for GT to develop, implement and operate the Sites
hereunder. GT shall not use the AXP Content for any other purpose. All AXP
Content shall remain and be exclusive AXP Property (as defined in Section 8.5)
for purposes of this Agreement. In the event this Agreement is terminated GT's
use shall cease within two (2) business days.
6.8 Limited Use License to GT Marks. GT hereby grants to AXP a limited,
worldwide, non-exclusive, non-transferable (except in the case of a permitted
assignment), royalty-free licenses to use and reproduce the GT trademarks and
tradenames ("GT Marks") only in its advertising and promotion of the Sites,
however, if at anytime GT, in its sole discretion, determines that such use is
not appropriate, AXP shall promptly cease such use. Unless or until any act,
omission or misrepresentation on the part of GT or any of its officers,
directors, agents or employees directly and negatively impacts upon the goodwill
associated with any of AXP's trade names, trademarks and/or service marks, the
parties will mutually agree to display a reasonably sized pixel "Powered by GT"
or similar logo in the page footer on the home page of
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each Site and the parties will discuss in good faith the extension to other
pages (but AXP shall not have any obligation to extend such branding) (except
that a customer of AXP may request that the logo be removed ). Such logo shall
link only to a static web page hosted within the corporate domain and AXP shall
have the right to approve such content of the static web page. Other than the
page footer reference, GT acknowledges that (i) the licenses granted pursuant to
this Section 6.8 in no way, form or manner create or infer any obligation on the
part of AXP to use any of the GT Marks, and (ii) AXP shall have sole discretion
and control as to the size, location and position of its usage of the GT Marks.
6.9 Use Restrictions Applicable to Both Parties. Except as provided above
in Sections 6.7 and 6.8, neither party shall acquire a right to use, and shall
not use without the other party's prior written consent, in each instance, the
names, characters, artwork, designs, trade names, trademarks or service marks of
the other party in any advertising, publicity, public announcement, press
release or promotion, or in any manner tending to imply an endorsement of the
other party's products or services and shall maintain all copyright, trademark,
service mark or other proprietary notice on such party's products or services
and otherwise comply with such party's reasonable quality control requirements.
6.10 New Products. New Product shall be provided to AXP at the lowest
price to a distributor or at thirty-five (35) percent off of GT's then current
list price therefor whichever is lower. As soon as GT has ten (10) end user
customers or six (6) months after general commercial availability of the New
Product, whichever is earlier, then such thirty-five (35) percent discount will
be deducted from the lowest price (excluding the lowest ten percent (10%)
customers by Transaction volume) paid by GT's end user customers for such New
Product.
6.11 Right of Injunction. Each of the parties hereto acknowledges and
agrees that, in the event of a breach of any of the foregoing provisions, the
non-breaching party will have no adequate remedy in damages and, accordingly,
shall be entitled to injunctive relief against such breach; provided, however,
that no specification of a particular legal or equitable remedy shall be
construed as a waiver, prohibition or limitation of any legal or equitable
remedies in the event of a breach hereof.
ARTICLE VII
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SERVICES
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7.1 Operation of Corporate Site. GT will operate, host and maintain the
Corporate Sites on behalf of AXP in accordance with the terms of this Agreement
and the Service Level Agreement attached hereto as Exhibit "D", as well as the
Hosting Services Location and Description in Exhibit "E".
7.2 Hosting Services, Parallel Back-Up Hosting Services, Disaster
Recovery, GT Primary Responsibility.
(a) Hosting Services. Upon AXP's Acceptance of the Corporate
----------------
Phase I Functionality, or such later date as the parties may mutually
agree, and continuing throughout the remainder of the term of this
Agreement, GT shall provide the Hosting Services to AXP. Except as may be
necessary on an emergency basis to maintain the
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continuity of the Hosting Services, GT shall not, without AXP's consent,
modify (i) the composition or nature of the Hosting Services, or (ii) the
manner in which the Hosting Services are provided or delivered, if such
modification(s) would have an adverse effect on AXP's operations or
Customers. As part of the Hosting Services, GT shall provide the project
management, installation, testing, training, documentation and related
services described in Exhibit "D" and/or otherwise required by the terms of
this Agreement. Also as part of the Hosting Services, GT shall make
available, configure, maintain and act as host for the Reservation System.
(b) Parallel Back-Up Hosting Services. If AXP requests a General
---------------------------------
Work Order to perform a redundant fail over capability with data base
synchronization or replication, on hardware and software located in the
Northeastern U.S.A., GT will accept this specific General Work Order as
long as AXP pays for all such development activities at GT's actual costs.
(c) Disaster Recovery and Back Up Services. As part of the Hosting
--------------------------------------
Services, GT will (i) develop and submit to AXP for its approval and, upon
AXP's approval, implement and manage, disaster recovery plans and backup
plans, substantially in the form of Exhibit BB, for the computer equipment
and operating environment on which the Hosting Services will be provided,
(ii) within thirty (30) days of the execution of this Agreement, and at
least once every quarter during the term of this Agreement, update and test
the operability of the disaster recovery plan in effect at that time, (iii)
upon AXP's request, certify to AXP that the disaster recovery plans are
fully operational, and (iv) upon discovery by GT, promptly provide AXP with
a notice of a disaster and implement the disaster recovery plans upon the
occurrence of any such disaster affecting the provision or receipt of the
Hosting Services. Whenever a disaster causes GT to allocate limited
resources between or among GT's customers and Affiliates, AXP shall receive
at least the same priority in respect of such allocation as GT's Affiliates
and GT's other commercial customers.
(d) GT Primarily Liable for Hosting Services. Pursuant to an
----------------------------------------
Internet Data Center Services Agreement GT has entered into with Exodus
Communications, Inc. ("Exodus"), GT has installed its Reservation System at
Exodus' site and therefore is conducting its Hosting Services for itself,
others and the Corporate Site from Exodus. GT agrees to and accepts primary
responsibility and liability for providing the Hosting Services from Exodus
and/or from any other third party.
7.3 Service Level Agreement. In addition to the requirements set forth in
this Agreement, GT agrees that its performance will meet or exceed each of the
applicable terms of the Service Level Agreement set forth in Exhibit "D", as the
same may be modified from time to time, subject to the limitations and in
accordance with the provisions set forth in this Agreement. Once every month, GT
shall provide to AXP reports that detail GT's performance for the previous month
relative to the Service Level Agreement.
7.4 Training & Support. GT agrees to provide in-depth training and
support, at least as detailed as GT's internal training of GT's sales and
support personnel, to a reasonable number of AXP personnel prior to any release
on all GT product functionality in a timely and
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comprehensive manner and for all new releases, including on-site training at GT
to ensure AXP has the requisite expertise to meet its Minimum Revenues
hereunder. This training will include instruction, demonstration, and hands-on
training in all aspects of system installation and configuration, servicing and
support necessary to set-up a Corporate Site that will enable bookings, sell and
provide support and customer service. It is the intent of both parties that AXP
would be fully capable of independently selling, installing and providing
customer service to the Corporate Sites (except for the obligations allocated to
GT under this Agreement). Such support will include, but not be limited to,
telephone support to AXP's designated support contact twenty-four (24) hours a
day, seven (7) days a week. The Customer and AXP will be fully responsible for
rendering sufficient 1st and 2nd level support, as defined in the SLA on Exhibit
"D", to its Customers and users of the Corporate Site including, but not limited
to, training such users on use of the Corporate Site and maintaining a service
center with access to trained support contacts. If AXP requests a General Work
Order to perform additional training and development of customer support tools,
then GT will accept this specific General Work Order as long as AXP pays for all
such development activities at GT's actual costs. These tools may include 1st
level support tools, 2nd level support tools, client implementation packet, end-
user training materials, program administrator training materials, FAQ's, and
standard default customer set-up schemes. GT shall use diligent efforts to
provide as soon as reasonably practicable a demonstration site ("Rexport Site")
for use by AXP as a training and sales demonstrations tool.
7.5 Intentionally left blank.
7.6 Clearances and Fees for Features. To the extent that fees are
required to be paid to third parties for the permissible use of any
functionality, feature or aspect of the Sites obtained by GT from third parties
(other than Customers), GT shall promptly use commercially reasonable efforts to
secure such rights and, except for the fees payable by AXP hereunder, pay all
necessary clearance fees without additional charge to AXP.
7.7 Security Requirements for Hosting Services Processing. As part of the
Hosting Services, GT shall maintain and enforce at each Service Location safety
and physical security procedures that are (a) at least equal to industry
standards for such types of service locations, (b) at least as rigorous as those
procedures in effect at such Service Location as of the Effective Date and (c)
which provide reasonably appropriate technical and organizational safeguards
against accidental or unlawful destruction, loss, alteration or unauthorized
disclosure or access of AXP User Information and all other data owned by AXP and
accessible by GT hereunder. AXP shall have the right to establish back up
security for data and to keep back up data and data files in its possession if
it chooses and AXP reimburses GT for the reasonable actual cost associated
therewith. If additional safeguards for AXP User Information are requested by
AXP, GT shall provide such additional safeguards and AXP shall reimburse GT for
the reasonable expenses therefor. Without limiting the generality of the
foregoing, GT shall take all reasonable measures to secure and defend the Sites
against "hackers" and others who may seek, without authorization, to modify or
access the Sites or information found therein without the consent of AXP, and to
correct the Sites to their original form in the event that it is modified
without the consent of AXP. GT shall periodically test the Sites, and cooperate
with AXP in its or its agents' testing thereof, for potential areas where
security could be breached. GT shall report to AXP in a timely fashion any
breaches of security or unauthorized access to the Sites that GT is aware of. GT
shall use its diligent efforts to remedy such breach of security or unauthorized
access in a timely
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manner. GT shall develop a reasonably appropriate process, subject to AXP's
approval (not to be unreasonably withheld), to restrict access in any such
shared environment to AXP's Confidential Information.
7.8 Usage Reporting. GT agrees to provide to AXP (in an email test
format or AXP can download through online access) usage and tracking reports on
a daily, weekly, and monthly basis by Sites and shall be segmented by type of
Sites, when available, as specified in the Exhibit "V." Reports will include the
specific types of reports identified in Exhibit "V." At all times during the
Term, GT shall provide to AXP, at AXP's written request and expense, a recent
copy of the AXP User Information in a mutually agreed format.
7.9 Marketing. The Sites will be publicized and marketed in all respects
as a service offered by and proprietary to AXP or as AXP otherwise elects. AXP
will use diligent efforts to promote the AXP Consumer Site and to grow the
traffic and sales for such site, but shall retain full freedom and flexibility
in the manner it chooses to market, promote or support all of the Sites
hereunder, except as otherwise provided in this Agreement.
7.10 Advertising. As of the Release Date, in the event that AXP selects
or selected Payment Option 2 in Exhibit "C," AXP shall have the exclusive right
to approve the procurement, sale and placement of all advertising for the
Consumer Site and GT shall be responsible for billing and collection for all
such advertising it procures. Pursuant to Option 2 on Exhibit "C," AXP may elect
to assume the procurement, sale and placement, billing and collections of all
advertising to the Consumer Site on the same payment terms. Pursuant to Options
1 or 3 on Exhibit "C", AXP shall be solely responsible for the procurement, sale
and placement, billing and collection, and shall retain all revenues from such
advertising.
7.11 Prohibited Activities. GT agrees that it shall provide the Hosting
Services to AXP without undertaking any of the following activities as part of
the Hosting Services:
(a) GT shall not link or otherwise make available AXP Content to
sites other than Site(s).
(b) GT shall not transfer customers of the Current GT Consumer Site
to AXP or any third party prior to the Release Date.
(c) Reregistration of the Domains from GT to AXP shall not take
place until the Release Date.
7.12 Adjustments. The Minimum Revenues will be reduced by $3,125 in Year
One, $6,250 in Year Two and $10,417 in Year Three on a monthly basis for each
one percent 1% below the requisite Uptime level specified herein as measured
monthly. The parties agree that the remedies specified in this Section are
(except for the ability to terminate pursuant to the terms of this Agreement)
the sole and exclusive remedy for failure to comply with the Uptime levels
required under this Agreement and reflect fair and reasonable estimates of the
compensation to AXP necessary for the damage sustained as a result of the loss
of the use of the Corporate Site as warranted by GT. Each quarter during the
Term, AXP shall provide GT with a six (6) month rolling forecast of the total
transaction volumes by Sites ("Forecast"). If the actual transaction
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volume during any month is fifty percent (50%) greater than anticipated in the
most recent Forecast, then the remedy specified in this Section 7.12 shall not
apply.
7.13 Fulfillment. If AXP elects Option 2 on Exhibit "C", GT will be
responsible for printing and mailing airline tickets, sending the associated
email confirmations and for weekly reporting to ARC.
ARTICLE VIII
------------
INTELLECTUAL PROPERTY
---------------------
8.1 AXP User Information. GT will provide to AXP all AXP User Information
in a format to be mutually agreed upon by GT and AXP. GT agrees not to use AXP
User Information except in accordance with the instructions of AXP or as
necessary to operate the Sites in accordance with the terms hereof.
8.2 Ownership of AXP User Information. GT agrees that all data relating
to the AXP User Information which are received, used or stored in connection
with the Hosting Services provided hereunder or otherwise is, or will be and
shall remain the exclusive property of AXP and shall be deemed Confidential
Information of AXP. GT hereby waives any interest, title, lien or right to any
such data. Subscriber records and data provided by AXP to GT shall not be (i)
used by GT other than in connection with providing the Hosting Services, (ii)
disclosed, sold, assigned, leased, or otherwise provided to third parties by GT,
or (iii) commercially exploited by or on behalf of GT, its employees,
subcontractors or agents. AXP User Information shall be furnished to AXP, in
such format as AXP shall reasonably request, on a weekly basis and, in any
event, immediately upon the termination or expiration of this Agreement for any
reason whatsoever.
8.3 Reservation of Rights. Nothing in this Agreement shall be deemed to
imply that GT is assigning or transferring any right, title and interest in or
to the Reservation System or General Work Orders or that any code or software
related to the Reservation System or General Work Orders is to be provided to
AXP under the terms of this Agreement, except as provided in Exhibit "W"
(Escrow). Nothing in this Agreement shall be deemed to imply that AXP is
assigning or transferring any right, title or interest in or to the AXP User
Information, the AXP Content, the AXP Unique Features or AXP Confidential
Information, or otherwise, except as expressly set forth herein.
8.4 Ownership of GT Property. AXP acknowledges that except for AXP Unique
Features, AXP User Information, AXP Confidential Information and the AXP Content
as defined hereunder, GT owns all right, title and interest in and to all
financial, technical, and business information, aggregate data not including
personally identifiable information relating to AXP or its users, software and
other technology, including, without limitation, source codes, object codes,
operating instructions, writings, interfaces, information, data, formulas,
algorithms, models, drawings, photographs, and design concepts, and all other
documentation developed for or relating to the Reservation System, Sites, New
Products or General Work Orders, together with all modifications, revisions,
changes, copies, partial copies, translations, compilations, partial copies with
modifications and derivative works related to the Reservation System, Sites, New
Products or General Work Orders, but not including AXP Unique Features, AXP User
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Information, AXP Content and AXP Confidential Information, shall all constitute
the "GT Property". Except as expressly provided in this Agreement, AXP shall not
sell, transfer, publish, disclose, display, license or otherwise make available
to others any part of such GT Property or copies thereof. All Intellectual
Property Rights and all other property rights of any nature in the GT Property
are, shall be and shall remain in GT. GT shall have all authorship rights in the
GT Property. The GT Property is and shall remain the sole and exclusive property
of GT, with GT having the right to obtain and to hold in its name, patents,
copyright registrations or trademark or service mark registrations or such other
protection as may be appropriate to the subject matter, and any extensions and
renewals thereof.
8.5 Ownership of AXP Property. GT acknowledges that except for GT
Property, AXP owns all right, title and interest in and to all financial,
technical, business and personally identifiable information, if any, previously
existing, independently developed or obtained by AXP which is submitted by AXP
for inclusion in the Site(s) (including, without limitation, the template
specifying the look and feel of the Sites, Speedy LFS, PRDS), together with all
AXP Content, AXP User Information, AXP Confidential Information and all
materials products and modifications developed or prepared by GT pursuant to any
AXP Unique Features Work Order (collectively, "AXP Property"). Except as
expressly provided in this Agreement, GT shall not sell, transfer, publish,
disclose, display, license or otherwise make available to others any part of
such AXP Property or copies thereof. All Intellectual Property Rights and all
other property rights of any nature in such AXP Property are, shall be and shall
remain in AXP. AXP shall have all authorship rights in the AXP Property. The AXP
Property is and shall remain the sole and exclusive property of AXP, with AXP
having the right to obtain and to hold in its own name, patents, copyrights
registrations or trademark or service registrations or such other protection as
may be appropriate to the subject matter, and any extensions and renewals
thereof. GT agrees, at AXP's expense, to execute such further documents, and
perform such other reasonable acts, as necessary to evidence or perfect the
rights of AXP defined in this Section 8.5.
8.6 Functional Specifications. AXP may develop a high level functional
specification of the Sites (without implementation information or engineering
specifications), including existing and proposed functionality (the
"Functionality Document"). AXP will own the Functionality Document and may
disclose it to any third party and use it as the basis for product development
by that third party, during the Term (and thereafter AXP's rights with respect
to the Functional Document shall be unrestricted) and no person involved in the
creation of the Functionality Document will be restricted hereunder with respect
to future activity on account of such involvement; provided, however, that (i)
GT is not by this paragraph assigning, licensing or granting any immunity under
any patent right or copyright and (ii) if a person involved in the development
of the Functionality Document accepts from GT a functionality suggestion
identified in writing by GT as confidential or secret ("Confidential
Functionality"), it will be held as Confidential Information until such time as
the Confidential Functionality shall be made publicly available by GT or is
otherwise available in the marketplace.
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ARTICLE IX
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CONSIDERATION
-------------
9.1 AXP Consumer and Small Business Sites. AXP will pay GT in accordance
with the payment schedule set forth in Exhibit "C".
9.2 AXP Corporate, Middle Market and International Sites. AXP will pay GT
in accordance with the payment schedule set forth in Exhibit "C".
9.3 AXP Additional Development. AXP will pay GT in accordance with the
time and materials rates set forth in Exhibit "C".
9.4 Maintenance Payments. AXP shall make quarterly maintenance payments
to GT in accordance with the payment schedule set forth in Exhibit "C".
9.5 Payment Terms. Unless otherwise provided in this Agreement, AXP will
pay GT within sixty (60) days following the end of each month for amounts
accrued during such month unless notice is provided to GT of a dispute with
respect to such invoice. All payments shall be made in U.S. dollars and any
amount not paid on the date specified therefor shall bear a late fee equal to 1%
per month or the maximum amount permitted by applicable law, whichever is less.
9.6 Payment Terms and Records
(a) AXP Payments to GT: With respect to the operation of the
------------------
Corporate, Small Business Site and International Sites and commencing upon
the conclusion of the first quarter after launch of a Corporate Site, AXP
shall make quarterly payments to GT in an amount equal to the Minimum
Revenue for the applicable Year divided by four (4) within sixty (60) days
following the end of each quarter. GT shall compute the number of
Transactions each quarter and provide a report by the end of such quarter
to AXP specifying the number of such Transactions for such quarter. Such
report shall contain the following details: corporate ID, pseudo city code,
dollar amount of air, car and hotel transaction, PNR locator, date of
travel, traveler name, date booked, ticket number and any other details
agreed to by the parties. AXP shall reconcile its records at the end of
each quarter, or more frequently at AXP's option, to determine the Net
Transaction fees actually payable to GT for such quarter. In the event Net
Transaction fees payable to GT for such Year exceed the Minimum Revenue
paid by AXP for such Year, AXP shall remit such excess amount within sixty
(60) days of the close of such Year. GT and AXP shall maintain complete and
accurate records in sufficient detail to enable the payments due hereunder
to be substantiated. Late fees shall be due on disputed amounts only.
(b) Work Orders. On a monthly basis, GT shall invoice AXP for
-----------
amounts due pursuant to All Work Orders or any other fees, if any, as well
as any other amounts due from AXP hereunder, and AXP shall pay such invoice
in accordance with Section 9.5.
(c) Consumer Site. GT shall compute the number of Transactions each
-------------
quarter and provide a report by the end of each quarter to AXP specifying
the number of such Transactions for the previous quarter. Such report shall
contain the following details: corporate ID, pseudo city code, PNR locator,
date of travel, traveler name, date
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booked, ticket number and any other details agreed to by the parties. AXP
shall reconcile its records at the end of each quarter, or more frequently
at AXP's option, to determine the Net Transaction fees actually due to GT
for such quarter. AXP will remit to GT payment of the Net Transaction fees
for the quarter reviewed within sixty (60) days after the close of the
quarter (except for amounts disputed in good faith by AXP). GT and AXP
shall maintain complete and accurate records in sufficient detail to enable
the payments due hereunder to be substantiated. Late fees shall be due on
disputed amounts if amounts disputed by AXP are in fact due GT.
(d) GT Payments to AXP. Under pricing Option 2 of Exhibit "C", GT
------------------
shall compute the advertising and commission revenues each month and
provide a report by the end of each calendar month to AXP specifying the
gross amount of advertising and commission revenues for the previous
calendar month and the total share due to AXP. GT will remit to AXP payment
of the total undisputed amount due for the calendar month covered by the
report within thirty (30) days after receipt of such report by AXP. GT
shall maintain complete and accurate records in sufficient detail to enable
the payments due hereunder to be substantiated. Late fees shall be due on
disputed amounts.
9.7 Audit. GT and AXP shall maintain accurate records in connection with
the payment provisions under this Agreement. At a party's expense, a party may
appoint an independent, nationally recognized, certified public accountant bound
in confidence and reasonably acceptable to the other party to inspect and audit
the other party's relevant records to ensure compliance with the payment terms
of this Agreement. In the event that any such audit discloses an underpayment of
five (5%) or more, the other party shall promptly remit payment for the
difference and reimburse all of the costs of such audit. Such inspection and
audit shall be at the other party's office during normal business hours upon at
least forty-five (45) days prior notice and shall not interfere unreasonably
with the other party's business activities. Each party agrees to cooperate with
such accountants in conducting such audit. Inspections and audits shall be made
no more frequently than twice a year. AXP shall also have the right to audit
GT's operations and related records, in accordance with the foregoing notice and
procedural and frequency provisions, to ensure compliance with its data
protection obligations under this Agreement.
9.8 Service Location Audit. GT shall procure for AXP the right to enter
the Service Location(s) in order for AXP to audit the Hosting Services no more
frequently than twice a year. AXP shall be entitled to conduct one (1) such
audit on an unannounced basis and the other may be conducted upon seven (7)
days' notice to GT. In the event AXP discovers any substantial noncompliance
with its security, redundancy, and disaster recovery policies then in effect, GT
shall reimburse AXP for the reasonable costs of such audit.
9.9 Compensation Adjustment.
(a) Corporate, International, Small Business. In recognition of
AXP's distribution and marketing investment and efforts, AXP shall be
entitled to the compensation and development cost structure which is the
lowest of the following:
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(i) as set forth in Exhibit "C";
(ii) as set forth in any agreement entered into after the
Effective Date with another distributor providing for substantially
similar scope, volume, terms and conditions; or
(iii) 17.5% less than that set forth in any agreement entered
after the Effective Date with an end user providing for substantially
similar transaction volume and Site features in the end user
agreement.
GT shall promptly notify AXP of the relevant terms and conditions of any
agreements entered after the Effective Date that might give rise to AXP's rights
to a reduced compensation and development cost structure as described above, and
such notice shall be deemed an offer to AXP to accept such terms. Within thirty
(30) days after AXP's receipt of such notice, AXP may elect to modify the
compensation and development cost structure as described above.
For any Renewal Period hereunder through the period ending 10 years after the
Initial Term, the compensation and development cost structure will be capped by
the lowest fee structure AXP could have elected to receive under this paragraph
based on any agreement entered by GT in the preceding 12 month period, provided
that for such Renewal Period AXP agrees to similar terms and conditions
(including, without limitation, scope, volumes, and features), AXP shall be
entitled to receive the same distributor compensation and development cost
structure or end user (less 17.5%) compensation and development cost structure.
(b) Consumer. In recognition of AXP's distribution and marketing
investment and efforts, AXP shall be entitled to the compensation and
development cost structure which is the lower of the following:
(i) As set forth in Exhibit "C"; or
(ii) As set forth in GT's generally available programs for
consumer partners, excluding airlines, entered after the Effective
Date, provided AXP agrees to substantially similar terms and
conditions (when all relevant terms of both agreements are considered
as a whole).
9.10 For any Renewal Period hereunder through the period ending 10 years
after the Initial Term, the compensation and development cost structure will be
capped by the lowest fee structure AXP could have elected to receive under this
paragraph based on any agreement entered by GT in the preceding 12 month period,
provided that for such Renewal Period AXP agrees to similar terms and conditions
(including, without limitation, scope, volumes, and features).
9.11 Transaction Fee Only. GT provides the Hosting Services and the
Upgrades at no extra charge to AXP. GT will not receive any share of any other
amounts whatsoever received by AXP from Customers with respect to the Corporate,
Middle Market and International Sites.
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ARTICLE X
---------
TERM AND TERMINATION
--------------------
10.1 The initial term (the "Initial Term") of this Agreement with respect
to the following markets shall be as follows:
(a) With respect to the Corporate Site(s) for the Middle Market and
Large Market, shall be three (3) years after the Acceptance of the
Corporate Phase I Functionality, unless sooner terminated as provided
herein.
(b) With respect to the Small Business Site(s), shall be three (3)
years after the Acceptance of the Consumer/Small Business Phase I
Functionality, unless sooner terminated as provided herein.
(c) With respect to the International Site(s), shall be three (3)
years after the Acceptance in the first Market Country of the International
Phase I Functionality, unless sooner terminated as provided herein.
(d) With respect to the Consumer Site(s), shall be two (2) years
after the Release Date, unless sooner terminated as provided herein.
With respect to each of the foregoing markets, the following shall apply. AXP
shall notify GT at least ninety (90) days prior to the end of the Initial Term
or any renewal term if it wants to renew this Agreement and if GT agrees to such
renewal then this Agreement shall continue for successive renewal periods (each
a "Renewal Period") each for a term of one year until terminated in accordance
with the terms hereof. Any Initial Term and any Renewal Periods are referred to
in this Agreement as the "Term." AXP may terminate this Agreement at the end of
the then current term by providing GT written notice at least ninety (90) days
prior to the expiration of such term. GT may terminate this Agreement at the end
of the then current term by providing AXP written notice at least ninety (90)
days prior to the expiration of such term.
10.2 Intentionally left blank.
10.3 Termination Prior to the End of the Term. Either party may terminate
this Agreement prior to the end of any terms set forth in Section 10.1 by
written notice to the other for the following reasons:
(a) if either party materially fails to perform or comply with this
Agreement or any provision hereof and such failure continues for a period
of ninety (90) days after receipt of notice from the other party, then the
non-breaching party shall have the right to terminate this Agreement as to
the market (e.g. Corporate, Consumer, Small Business, International) with
respect to which such breach or noncompliance has occurred. By way of
illustration only and not limitation, failure to pass Acceptance Testing
within ninety (90) days after delivery of Corporate, Consumer/Small
Business, or International Phase I Functionality in accordance with the
terms of this Agreement and within the time specified, or failure of AXP to
abide by its marketing obligations as set forth in Article 16, shall be
deemed material.
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(b) Failure to receive approval with respect to the Hart-Scott-
Rodino filing made in connection with the Purchase Agreement, as defined in
Section 10.3 (h) below;
(c) if either party fails to strictly comply with the provisions of
Article_12 relating to Confidentiality or makes an assignment in violation
of Section 17.1;
(d) if either party admits in writing its inability to pay its debts
as they mature, or makes an assignment for the benefit of creditors;
(e) if a petition under any foreign state, or United States
bankruptcy act, receivership statute, or the like, as they now exist, or as
they may be amended, is filed by either party;
(f) if such a petition is filed by any third party, or an
application for a receiver of either party is made by anyone and such
petition or application is not resolved favorably within 120 days; or
(g) if there shall be any act or occurrence with respect to one
party that shall materially and adversely affect the general image, quality
or goodwill associated with the Marks of the other party.
(h) if GT fails for any reason to close the Sale of Series D-3
Preferred Stock and the Series E Preferred Stock and Warrants pursuant to
Series D-3 and Series E Preferred Stock and Warrant Purchase Agreement,
dated as of the date hereof (the "Purchase Agreement"), between GT and the
Investors as defined in the Purchase, Agreement after receipt of the HSR
Act Notification (as defined in the Purchase Agreement).
10.4 Additional Termination Rights of AXP. In addition to AXP's rights to
terminate this Agreement set forth herein, AXP shall have the right to terminate
this Agreement in whole or in part within ninety (90) days of an acquisition by
a Competitor of Control pursuant to a Change of Control Transaction. If GT
informs AXP of a potential Change of Control Transaction, AXP will inform GT
within ten (10) business days as to whether and to what extent it will exercise
its termination rights, in such case AXP can terminate in part or in whole,
under this Section 10.4 in the event such transaction is consummated. If GT
informs AXP of a potential Change of Control Transaction, GT will provide
adequate information, which will be considered to be Confidential Information,
to AXP including but not limited to name, operating changes, extraordinary
conditions and form of the Transaction (asset or stock). For purposes of this
Section 10.4 the following shall apply:
(a) "Control" of GT shall mean possession, directly or indirectly,
of the power to direct or cause the direction of the management or policies
of GT (whether through ownership of securities or other ownership
interests, by contract or otherwise), whether pursuant to a Change of
Control Transaction or otherwise.
(b) "Competitor" shall mean any individual or entity listed on
Exhibit "AA" which list may be amended from time to time to change the
competitors but not the
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categories or number of Competitors per category during the Term by written
notice to GT.
(c) A "Change of Control Transaction" with respect to GT for the
purposes of this section 10.4 means the happening of any of the following:
(i) Any individual, entity or group (not currently a five
percent (5%) or greater shareholder or AXP) (a "Person")) within the
meaning of Section 13(d) or 14(d)(2) of the Securities Exchange Act
of 1934, as amended (the "1934 Act")) becomes the beneficial owner
(within the meaning of Rule 13d-3 under the 1934 Act) of Voting
Securities of GT representing forty-five percent (45%)or more of the
Actual Voting Power of GT, as a result of a tender or exchange offer,
open market purchases, privately negotiated purchases or otherwise,
or
(ii) Individuals who, as of the date of this Agreement,
constitute the Board of GT (the "Incumbent Board") cease for any
reason to constitute at least a majority of the Board; provided, that
any individual becoming a director subsequent to the date of this
Agreement whose election, or nomination for election by GT's
shareholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as
though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of either an actual or
threatened election contest or other actual or threatened
solicitation of proxies or consents by or on behalf of a third party
other than the Board, including by reason of agreement intended to
avoid or settle any such actual or threatened contest or
solicitation; or
(iii) GT shareholders approve a reorganization, merger or
consolidation with any other third party in which all Voting
Securities of GT outstanding immediately prior thereto represent
(either by remaining outstanding or being converted into Voting
Securities of the surviving corporation) less than 50% of the Actual
Voting Power of such corporation or the surviving entity outstanding
immediately after such merger, reorganization or consolidation; or
(iv) GT shareholders approve the sale, lease, exchange or
other disposition of all or substantially all of the assets of GT in
one transaction of a series of transactions; or
(v) GT shareholders approve a complete liquidation or
dissolution of GT; or
(vi) There shall occur any share exchange, extraordinary
dividend, acquisition, disposition or recapitalization (or series of
related transactions of such nature) (other than a merger or
consolidation), in which the holders of Voting Securities of GT
immediately prior thereto continue to own beneficially Voting
Securities representing less than 50% of the actual Voting power of
GT immediately thereafter.
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(d) "Voting Securities" of GT shall mean any securities of GT
entitled to vote generally in the election of directors (for this purpose
this shall include all Preferred Stock which is entitled to vote for any
directors and Common Stock) (and any other securities including rights,
warrants and option convertible into, exchangeable for or exercisable for
any such securities and shall include the Preferred Stock of GT.
(e) "Actual Voting Power" with respect to GT means the total number
of votes that may be cast in the election of directors of GT at any meeting
of stockholders of GT assuming all shares of common stock and other
securities of GT entitled to vote generally in the election of directors of
GT were present and voted at such meeting, other than votes that may be
cast only by one class or series of stock (other than common stock) or upon
the happening of a contingency. In determining the percentage of Actual
Voting Power of a corporation beneficially owned by any Person, shares of
common stock and such other securities issuable upon conversion or exercise
of any securities beneficially owned by such Person that are subject to any
rights of conversion or any options, warrants or rights beneficially owned
by such person shall be deemed to be outstanding, but shall not be deemed
to be outstanding for the purpose of computing the percentage of Actual
Voting Power of such corporation owned by any other Person.
10.5 Continuation of Rights Pursuant to the United States Bankruptcy Code.
All rights and licenses granted under or pursuant to this Agreement by GT to AXP
shall be deemed, for purposes of Article 265(n) of the United States Bankruptcy
Code ("the Code"), to be licenses to rights to "intellectual property" as
defined under Article 101(35A) of the Code. GT agrees that AXP, as licensee of
such rights under this Agreement, shall retain and may fully exercise all of its
rights and elections under the Code. GT further agrees that in the event of
commencement of bankruptcy proceedings by or against GT, AXP shall be entitled
to retain all of its rights under this license.
10.6 Additional Rights Upon Termination. If GT files Chapter 11 or Chapter
7 bankruptcy or ceases its business operations without a successor, then GT
shall grant AXP an irrevocable (until GT emerges from Chapter 11 bankruptcy),
perpetual (until GT emerges from Chapter 11 bankruptcy), worldwide license to
use only internally in furtherance of the purposes of this Agreement the Escrow
Materials (until GT emerges from Chapter 11 bankruptcy) to the Reservation
System and would thereby authorize any Escrow Agent under this Agreement to
release such Escrow Materials (until GT emerges from Chapter 11 bankruptcy at
which time AXP will return all Escrow Materials to the Escrow Agent) pursuant to
the Escrow Agreement set forth in Exhibit "W". Except for a release pursuant to
a Chapter 7 bankruptcy or for ceasing business operations without a successor,
the obligations to continue to pay the fees specified hereunder shall continue.
10.7 Effect of Termination. In the event of termination or expiration of
this Agreement with respect to a particular market (e.g., Consumer, Corporate,
International or Small Business) the effectiveness of the terms and conditions
of this Agreement applicable to such market shall cease (except for Articles 8,
12, 13, 14, 15 and Sections 10.7, 10.8 and 10.9) and the remainder of this
Agreement shall continue in full and effect.
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10.8 Effect of Termination - Payments. Upon termination of this Agreement,
all accrued fees shall become immediately due and payable, and the obligation to
make Minimum Revenue payments shall cease as of the effective date of
termination. Payment by AXP of the Sixteen Quarterly Payments, as defined on
Exhibit C, shall continue in accordance with the Schedule therefor set forth on
Exhibit C.
10.9 Transition Services After Expiration or Termination. Upon the
expiration of this Agreement or termination of this Agreement with respect to a
particular market, GT shall, (i) continue to provide the Corporate Site and
Hosting Services to the extent requested by AXP for a period at least one (1)
year, in the event of expiration or termination of this Agreement due to a
breach by GT, or for at least ninety (90) days, in the case of termination of
this Agreement due to a breach by AXP (except if for payment), at fees under
this Agreement and performance standards in effect under this Agreement
immediately prior to such expiration or termination (the "Transition Assistance
Period") and (ii) provide such assistance as required by AXP to transfer the
Hosting Service (not including the Reservation System) to another vendor or to
AXP itself as set forth herein (the "Transition Assistance Services") with
respect to such market. GT shall be compensated for its efforts in the
transition of AXP Hosting Service to another vendor. Upon expiration or
termination of this Agreement for any reason, GT shall, at AXP's direction, use
its diligent efforts to transfer or assign the Hosting Service to another vendor
selected by AXP or to AXP itself. After the expiration of the Transition
Assistance Period or upon termination by AXP, or termination by GT for AXP non-
payment, GT shall (1) answer questions regarding the Hosting Service on an as
needed basis for ninety (90) days, (2) deliver to AXP all AXP User Information
and any remaining AXP-owned reports and documentation still in GT's possession
and (3) at AXP's direction, destroy all AXP data and information in its
possession. In addition to the foregoing, upon AXP's request, GT will transfer
all records, files, reports and other data relating to AXP and/or its customers
which are received, used or stored in connection with the Hosting Services as of
the date of such expiration or termination. GT shall provide a redirect of the
URL and extensions to an AXP designated site and a copy of AXP User Information
at no cost to AXP. With AXP's approval, which may not be unreasonably withheld,
GT may negotiate transfer expenses on behalf of AXP with another entity to
insure the reasonableness of the expenses. With AXP's approval, which may not be
unreasonably withheld, GT may provide components of the transfer. Any such
Transition Services shall be described and attached hereto as Exhibit "CC".
ARTICLE XI
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ESCROW
------
11.1 Escrow Materials. GT agrees to put object code and source code and
the documentation thereto, which shall include all relevant commentary,
including, but not limited to, explanation, flow charts, algorithm and
subroutine descriptions, memory and overlap maps, designs, architecture and
other similar materials, for the Reservation System in escrow with an
independent third party escrow agent located in the United States, acceptable to
AXP, which acceptance shall not be unreasonably withheld ("Escrow Materials").
The parties shall enter into an escrow agreement substantially in the form
attached hereto as Exhibit "W", within thirty (30) days of the Effective Date.
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11.2 Release of Escrow. Escrow Materials will be released as described in
Section 10.6.
ARTICLE XII
-----------
CONFIDENTIALITY
---------------
12.1 Confidentiality. Each party (the "Receiving Party") shall and shall
require its subcontractors, agents, and employees to regard and preserve as
confidential all financial, technical and business information of the other
party and all information that is identifiable to a particular individual
related to the other party (the "Disclosing Party"), and each of their
respective Affiliates, clients, suppliers and other entities with whom they do
business that is disclosed to the Receiving Party ("Confidential Information").
Without limitation of the foregoing, the AXP User Information shall be
considered AXP's "Confidential Information". The Receiving Party agrees to hold
such Confidential Information in trust and confidence for the Disclosing Party
and not to disclose such Confidential Information to any person, firm or
enterprise, or use (directly or indirectly) any such Confidential Information
for its own benefit or the benefit of any other party, unless authorized by the
Disclosing Party in writing, and even then, to limit access to and disclosure of
such Confidential Information to its employees on a "need to know" basis only.
Information shall not be considered "Confidential Information" to the extent,
but only to the extent, that such information is: (i) already known to the
Receiving Party free of any restriction at the time it is obtained from the
Disclosing Party; (ii) subsequently learned from an independent third party free
of any restriction and without breach of this Agreement or any agreement with
such third party; (iii) is or becomes publicly available through no wrongful act
of the Receiving Party; or (iv) is independently developed by the Receiving
Party without reference to any Confidential Information. Notwithstanding the
foregoing the Receiving Party may make any disclosure required to be made by
such Receiving Party under applicable law or an order, judgment, decree or
subpoena of a court of competent jurisdiction if it determines in good faith
that it is necessary to do so provided, however, that the Receiving Party shall
give prior written notice to the Disclosing Party so that the Disclosing Party
may seek an appropriate protective order or other remedy and/or waive the
provisions of this Agreement, and the Receiving Party will cooperate with the
Disclosing Party to obtain such protective order. In the event that such
protective order or other remedy is not obtained or the Disclosing Party waives,
in writing, compliance with the relevant provisions of this Agreement, the
Receiving Party will furnish only that portion of the Confidential Information
which, in the written opinion of the Receiving Party's counsel, is legally
required to be disclosed and, upon the Disclosing Party's request use good faith
reasonable efforts to obtain assurances that confidential treatment will be
accorded to such Confidential Information.
12.2 Injunctive Relief. The Receiving Party acknowledges and agrees that,
in the event of a breach of any of the foregoing provisions, the Disclosing
Party will have no adequate remedy in damages and, accordingly, shall be
entitled to injunctive relief against such breach; provided, however, that no
specification of a particular legal or equitable remedy shall be construed as a
waiver, prohibition or limitation of any legal or equitable remedies in the
event of a breach hereof.
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ARTICLE XIII
------------
LIMITATION OF LIABILITY
-----------------------
13.1 PRIOR ACTS AND WARRANTY DISCLAIMER. EXCEPT AS OTHERWISE PROVIDED IN
THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTY OR REPRESENTATION TO THE
OTHER (EITHER EXPRESS OR IMPLIED), INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
13.2 GT'S LIMITATION OF LIABILITY. EXCEPT FOR (i) GT'S LIABILITY WITH
REGARD TO ANY CLAIMS FROM ANY GT CUSTOMERS ARISING OUT OF ANY ACTS OR OMISSIONS
PRIOR TO AND UP TO THE RELEASE DATE WHICH LIABILITY SHALL BE UNLIMITED AS TO
AXP, (ii) GT'S INDEMNITY OBLIGATIONS HEREUNDER, (iii) GT'S BREACH OF ITS
CONFIDENTIALITY OBLIGATIONS, OR (iv) DAMAGES ARISING OUT OF GT'S INTENTIONAL
MISRPRESENTATION, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, BOTH PARTIES AGREE
THAT GT'S LIABILITY (UNDER BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR
OTHERWISE), IF ANY, FOR ANY DAMAGES RELATING TO THIS AGREEMENT SHALL NOT EXCEED
THE ACTUAL AMOUNTS RECEIVED BY GT DURING THE TERM OF THIS AGREEMENT PRECEDING
THE EVENT CAUSING SUCH DAMAGES.
13.3 AXP'S LIMITATION OF LIABILITY. EXCEPT FOR AXP'S INDEMNITY OBLIGATION,
BREACH OF ITS CONFIDENTIALITY OBLIGATION, OR DAMAGES ARISING OUT OF AXP'S
INTENTIONAL MISREPRESENTATION, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, BOTH
PARTIES AGREE THAT AXP'S LIABILITY (UNDER BREACH OF CONTRACT, NEGLIGENCE, STRICT
LIABILITY OR OTHERWISE), IF ANY, FOR ANY DAMAGES RELATING TO THIS AGREEMENT
SHALL BE LIMITED TO THE ACTUAL FEES OR OTHER AMOUNTS PAID OR OWED BY AXP TO GT
PURSUANT TO THIS AGREEMENT.
13.4 LIMITATON ON CONSEQUENTIAL DAMAGES AND COVER. IN ADDITION TO THE
FOREGOING NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT,
SPECIAL OR OTHER DAMAGES OF ANY KIND INCLUDING LOSS OF PROFITS, EVEN IF SUCH
OTHER PARTY HAS BEEN ADVISED OF THE LIKELIHOOD OF THE OCCURRENCE OF SUCH
DAMAGES. ANY LIABILITY FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY
OR SERVICES WILL BE LIMITED TO $3.75 MILLION.
ARTICLE XIV
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WARRANTIES AND WARRANTY DISCLAIMER
----------------------------------
14.1 GT's Travel Management Software. GT warrants and represents that the
Reservation System will function and perform in material accordance with Exhibit
"K", and the deliverables resulting from the Phases will function and perform in
substantial accordance with specifications for the applicable Phase
Functionality, and All Work Orders. GT further represents and warrants that:
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(a) As of the Effective Date, it has agreements in place with the CRS
systems listed in Exhibit "DD" showing expiration dates in each case.
14.2 General Warranties. GT represents and warrants that (i) it has all
necessary rights, licenses and approvals required to provide the Hosting
Services at the Service Location and its Reservation System and believes it will
have and/or will use diligent efforts to obtain such rights with respect to the
functionality of each phase to be developed hereunder (collectively, the
"Functionality") to AXP in accordance with this Agreement; (ii) neither such
provision of the Site(s) by GT in accordance with this Agreement, nor, GT
believes, any of the Functionality, will infringe upon or violate any patent,
copyright, trade secret or other proprietary right; (iii) AXP shall receive free
and clear title to all AXP Unique Features and the rights to the AXP Restricted
Features provided in this agreement;(iv) (v) the Site(s) and Functionality shall
substantially perform the functions and operate in accordance with this
Agreement and the applicable specifications; (vi) the Hosting Services hereunder
will be rendered using sound, professional practices and in a competent and
professional manner by knowledgeable, trained and qualified personnel; (vii) all
obligations owed to the third parties with respect to the activities
contemplated to be undertaken by GT pursuant to this Agreement are or will be
fully satisfied by GT so that AXP will not have any obligations (other than
obligations set forth in this Agreement) with respect thereto; (vii) GT's
obligations hereunder are not in conflict with any other GT obligations; (ix) GT
will comply with all applicable foreign (as to Market Countries), federal, state
and local laws, rules and regulations in the performance of its obligations
hereunder; including but not limited to all applicable national and
international data protection laws and regulations; (x) provided they are in
accordance with applicable law, GT will comply with the AXP Privacy Policy,
Internet Customer Privacy Statement and Web Site Rules and Regulations, as the
same are posted from time to time on the AXP website in the provision of the
Sites and in the performance of its other obligations hereunder provided that
for any changes to such policies not required by law, GT's obligation will be to
use its diligent efforts to implement such policies within a reasonable time and
at a reasonable cost;(xi) GT will not otherwise commit any act of willful or
grossly negligent misconduct that results in a breach of a Customer's right of
privacy; and (xiii) at all times during the term of this Agreement, GT will
comply with the AXP Security Protocol set forth in Exhibit "Y" in the
performance of its obligations hereunder; (xiv) where required by applicable
local law, it is duly registered and in full compliance with legislation and
regulations regarding data protection; (xv) the physical location of the Service
Location(s) currently substantially conforms to the diagrams and descriptions
thereof previously provided by GT to AXP; and (xvi) GTs arrangements with its
subcontractors and agents who provide services to GT in connection with the
performance of GTs obligations hereunder shall be in compliance with the terms
and conditions of this Agreement.
14.3 Data Warranty. GT agrees that such GT Customer Data consists of at
least approximately 3.5 million names (including approximately 570,000 email
addresses associated with such names) and approximately 1.1 million names of
users who have accessed the Current GT Consumer Site from June 1998 through June
1999 (including approximately 122,000 addresses, 113,000 phone number and
280,000 email addresses associated with such names).
14.4 Millennium and Euro Compliance.
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(a) Millennium. GT further represents and warrants that the Site(s)
----------
(including without limitation, the Reservation System utilized to provide
the Site(s), and the Functionality associated therewith) provide accurate
results using data having date ranges spanning the twentieth (20th) and
twenty-first (21st) centuries (e.g., years 1900-2100). Without limiting the
generality of the foregoing, GT warrants that the Site(s) provided by GT
shall (a) manage and manipulate data involving all dates from the 20th and
21st centuries without functional or data abnormality related to such
dates; (b) manage and manipulate data involving all dates from the 20th and
21st centuries without inaccurate results related to such dates; (c) have
user interfaces and data fields formatted to distinguish between dates from
the 20th and 21st centuries; and (d) represent all data related to include
indications of the millennium, century, and decade as well as the actual
year. Notwithstanding the foregoing, the preceding warranty is conditional
upon CRS, any other third party content provider designated by AXP and AXP
systems used in combination with the Reservation System properly exchanging
date data with the Reservation System and being 2000 compliant.
(b) Euro Compliance. "Euro Compliance" means with respect to an
---------------
Accepted International Market Site (i) is capable of performing all its
intended functions for the currency of the country for the International
Market Site, United States dollar and the Euro, where applicable, (ii) will
comply with the legal requirements applicable to the Euro in any
jurisdiction in for the International Market Site, and (iii) is capable of
displaying and printing, and will incorporate in all relevant screen
layouts, all Euro symbols and codes adopted for the International Market
Site. AXP will be responsible for identifying AXP's business requirements
with respect to Euro Compliance during the business requirements gathering
phase or within a mutually agreed to time frame, and for timely review and
approval, where appropriate, of specifications that will provide these
needs.
14.5 Content Warranty. Each party represents and warrants that its own or
any 3rd party content that such party provides to the Sites, with AXP's
permission(a) shall not contain libelous, defamatory, obscene, pornographic or
profane material or any instructions that may cause harm to any individuals; (b)
may be reproduced, used, converted into digital or other electronic media,
displayed, and distributed as contemplated by this Agreement without violating
or infringing the rights of any other person or entity, including, without
limitation, infringing any copyright, trademark or right of privacy, or any
other intellectual or industrial property right, title or interest of any party,
and without obligating AXP to pay any fees to third parties; (c) each party will
obtain all rights, permissions and approvals from any third party (including but
not limited to electronic reproduction rights necessary for use of the Content
in connection with the Site(s)); (d) is accurate to the best of the party's
knowledge; and (e) each party will pay or cause to be paid all royalties, fees
or other compensation due to third parties in connection with the exploitation
of the Content provided by such party in the manner contemplated by this
Agreement.
14.6 Warranty Exception. In addition to any other limitations, AXP
acknowledges and agrees that GT shall not be responsible for Site unavailability
due to (i) outages caused by the failure of public network or communications
components, (ii) errors in the HTML coding in, or any other aspect of, the
electronic files containing the AXP Content or Customer Content (unless
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such content is coded by GT) or (iii) unauthorized use or misuse by users of the
Site(s), unless due to GT's failure to comply with the security standards,
procedures and obligations provided pursuit to this Agreement.
ARTICLE XV
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INDEMNITY
---------
15.1 Indemnification.
(a) Except as provided in subsection (b) below, GT agrees to defend,
indemnify and hold AXP and its Affiliates, and each of their respective
directors, officers, employees and agents harmless from and against any and
all third party claims, demands, liabilities, losses, costs, damages or
expenses, including reasonable attorneys' fees and costs of settlement,
resulting from or arising out of: (i) the Reservation System,
Functionality, Hosting Services, GT Content, or any work product pursuant
to a Work Order, or the use thereof, actually or allegedly infringing or
violating any patents, copyrights, trade secrets, licenses, or other
property rights of any third party, or (ii) any third party claims arising
out of GT's representations and warranties hereunder.
(b) AXP agrees to defend, indemnify and hold GT and its Affiliates,
and each of their respective directors, officers, employees and agents
harmless from and against any and all third party claims, demands,
liabilities, losses, costs, damages or expenses, including reasonable
attorneys' fees and costs of settlement, resulting from or arising out of:
(i) AXP Content, or any specifications provided by AXP for work pursuant to
All Work Orders, or the use thereof, actually or allegedly infringing or
violating any patents, copyrights, trade secrets, licenses, or other
property rights of any third party, or (ii) any third party claims arising
out of AXP's representations and warranties hereunder.
(c) If the Reservation System, Hosting Services, or GT Content
("Service and/or Material"), or any part thereof, becomes, or in GT's
opinion is likely to become, the subject of any claim or action covered by
Section 15.1, then, GT may at its expense either: (i) procure the right to
continue using same as contemplated hereunder; (ii) modify same to render
same non-infringing (provided such modification does not adversely affect
the Sites); or (iii) replace same with or an equally suitable, functionally
equivalent, compatible, non-infringing Service and/or Material. If none of
the foregoing are commercially practicable, GT having used all reasonable
efforts, then , AXP shall have the right to terminate this Agreement in
whole or in part. Further, if AXP in its sole discretion believes that it
may suffer liability or damages of any nature as a result of infringing or
allegedly infringing Service and/or Material, AXP may require that GT
remove such Service and/or Material from the Corporate Site upon five (5)
days' written notice to GT.
15.2 Publicity. The parties will agree upon a press release announcing
this relationship. Any publicity or press release relating to this Agreement
must be received in writing for review and approval of the other party and shall
not be released unless or until written approval is received from the other
party. In the event, any such disclosure is legally necessary, pursuant to the
contemplated Initial Public Offering by GT, GT must give notice in writing to
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AXP of such requirement, providing the date of disclosure and attaching a copy
of any such disclosure, for review and approval by AXP. Notwithstanding any
contrary provisions in this Agreement, GT has the right to disclose aggregate
transaction data, without any disclosure of information about individual users
of the Sites and without reference to AXP.
ARTICLE XVI
-----------
MARKETING
---------
16.1 AXP and GT's Current On-Line Customers. As of the Effective Date and
during the Term of the Agreement, each party has or will have customer
relationships pursuant to which GT provides the Reservation System or AXP
provides on-line travel booking services ("Existing Customers"). The parties
agree that, during the term of this Agreement, and for six months thereafter,
neither will actively solicit the Existing Customers of the other party to sell
an online booking service. Nothing in the foregoing sentence will prevent either
party from responding to a request from an Existing Customer of the other party.
Notwithstanding the foregoing, AXP may sell functionality not provided by the
Reservation System to GT's Existing Customers.
16.2 Corporate Site Marketing. AXP agrees to diligently promote and
vigorously market solely the Corporate Site to the Percentages of the Global 950
(Fortune 600 and International 350) until such time as the prospect is
disinterested in the Corporate Site, after which time AXP will be free to market
and promote any available product to such Prospect and will make such Prospect
aware that the Reservation System is an alternative option. Nothing precludes
discussion of competitive products as part of such promotion of the Corporate
Site. The specific prospects are to be selected by AXP in its sole discretion
("Prospects") and AXP will provide the names of Prospects to GT. The above
provisions do not prohibit un-targeted, general market promotions including but
not limited to press releases, trade shows etc. AXP agrees to use commercially
reasonable efforts to promote and market the Corporate Sites to the Large
Market.
16.3 Middle Market Site Marketing. If AXP actively promotes and markets an
online booking system to the Middle Market, then AXP agrees to diligently
promote and vigorously market solely the Corporate Site to the Middle Market
until such time as the prospect is disinterested in the Corporate Site, after
which time AXP will be free to market and promote any available product to such
Prospect, and will make such Prospect aware that the Reservation System is an
alternative option. Nothing precludes discussion of competitive products as part
of such promotion of the Middle Market Site.. The above provisions do not
prohibit un-targeted, general market promotions including but not limited to
press releases, trade shows etc.
16.4 Intentionally left blank.
16.5 Marketing and Phase I Functionality. GT acknowledges that Acceptance
of Corporate Phase I Functionality is a condition precedent to the commencement
of AXP's obligation to vigorously market solely the Corporate Site. In addition,
GT acknowledges that Acceptance of International Functionality for each Market
Country is a condition precedent to the commencement of AXP's obligation to
vigorously market solely International Sites in such country.
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16.6 Marketing Prior to Acceptance. AXP reserves the right to market the
Corporate Site(s) and International Site(s) to more than the Percentages and may
commence promoting and marketing of the Corporate Site(s) and International
Site(s) at an earlier date than Acceptance of either Corporate Phase I
Functionality or International Phase I Functionality, as applicable, without
prejudice to AXPs rights under Section 4.6. In no event, however, will AXP
implement a production version of a Corporate Site or International Site prior
to such Acceptance.
16.7 Consumer Exclusivity. As of the Release Date, and until January 27,
2002, AXP agrees not to promote, market or sell anything competitive to the
Reservation System portion of the Consumer Site(s). From the Release Date until
January 27, 2002, if GT shall participate in the operation of a consumer site
under a name or mark controlled by GT, then, the exclusivity provisions of this
Section 16.7 applicable to AXP shall terminate; provided, however, GT shall
provide ninety (90) days' written notice to AXP in advance of the launch of a
consumer site under a name or mark controlled by GT. In such event, GT agrees to
redirect the current URL and its extensions for AXP Consumer Site for up to one
(1) year and provide current copy to AXP of the Consumer Site User database at
no charge. Notwithstanding the foregoing, GT shall at all times be able to state
"Powered by GetThere.com" or similar designation in conjunction with the
operation of other consumer sites without consequence. This Section 16.7 applies
to the US market only.
16.8 Small Business Exclusivity. For the Initial Term, AXP agrees not to
promote, market or sell anything competitive to Reservation System portion of
the Small Business Site(s). During the Initial Term, if GT shall participate in
the operation of a small business site generally publicly available on the
worldwide web under a name or mark controlled by GT then, the exclusivity
provisions of this Section 16.8 applicable to AXP shall terminate. In such
event, GT agrees to redirect the current URL(s) and its extensions for AXP Small
Business Site(s) for up to one (1) year and GT shall provide AXP with a current
copy of the Small Business User database at no charge. Notwithstanding the
foregoing, GT shall at all times be able to state "Powered by GetThere.com" or
similar designation in conjunction with the operation of other small business
sites without consequence. This Section 16.8 applies to the US market only.
16.9 International Marketing. AXP agrees to diligently promote and
vigorously market solely the International Market Site to Market Countries until
such time as the prospect is disinterested in the International Market Site,
after which time AXP will be free to market and promote any available product to
such Prospect and will make such Prospect aware that the Reservation System is
an alternative option. Nothing precludes discussion of competitive products as
part of such promotion of the International Market Site. The above provisions do
not prohibit un-targeted, general market promotions including but not limited to
press releases, trade shows etc. Notwithstanding the foregoing, AXP may sell a
competitive solution in the UK for a period of one year from the release date of
AXI TRAVEL 4.0 and in Germany for a period of one year from the release date of
AXI TRAVEL 5.0
16.10 Applicability to AXP. The parties acknowledge that Travel Impressions
Inc. and Golden Bear Travel Inc. shall not be subject to this Agreement provided
that they do not use, market, promote or sell a product or service competitive
with the Reservation System marketed under the "American Express" or "AMEX"
brand. Additionally, in the event that AXP shall in the future acquire any other
entity or entities or enter a joint venture in which AXP has at least
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twenty percent (20%) ownership that have online booking capabilities in
operation or development or have existing relationships with other parties that
involve the provision of online booking services, such acquired entities or
joint venture shall not be subject to this Agreement provided that the acquired
company or joint venture does not use, market, promote or sell a product or
service competitive with the Reservation System marketed under the "American
Express" or "AMEX" brand.
16.11 Competitive Reservation System. During the Term GT shall use diligent
efforts to insure that the Reservation System is developed and operated so as to
be positioned to compete aggressively in the business of providing online travel
reservation capability.
ARTICLE XVII
------------
MISCELLANEOUS
-------------
17.1 Assignment. Neither party may assign any of its rights or duties
under this Agreement without the prior written consent of the other party, such
consent not to be unreasonably withheld, except that, subject to Section 10.4 in
the case of GT, either party may assign to a successor entity in the event of
its dissolution, acquisition, sale of substantially all of its assets, merger or
other change in legal status. AXP may also assign this Agreement to any of its
Affiliates, provided that any such assignment shall not release AXP from its
obligations under this Agreement. The Agreement shall inure to the benefit of
and be binding upon the parties to this Agreement and their respective
successors and permitted assigns.
17.2 Relationship of the Parties. Nothing in this Agreement shall be
construed to create any franchise, joint venture, trust or commercial
partnership or any other partnership relationship for any purpose whatsoever. GT
agrees and represents that it is an independent contractor and its personnel,
including but not limited to the committed development resources, are not AXP's
agents or employees for federal tax purposes or any other purposes whatsoever,
and are not entitled to any AXP employee benefits. GT assumes sole and full
responsibility for their acts and GT and its personnel have no authority to make
commitments or enter into contracts on behalf of, bind or otherwise obligate AXP
in any manner whatsoever. GT, and not AXP, is solely responsible for the
compensation of personnel assigned to perform services hereunder, and payment of
worker's compensation, disability and other income and other similar benefits,
unemployment and other similar insurance and for withholding income and other
taxes and social security.
17.3 Waiver. The forbearance or failure of one of the parties hereto to
insist upon strict compliance by the other with any provisions of this
Agreement, whether continuing or not, shall not be construed as a waiver of any
rights or privileges hereunder. No waiver of any right or privilege of a party
arising from any default or failure hereunder shall affect such party's rights
or privileges in the event of a further default or failure of performance.
17.4 Severability. If any term, provision or part of this Agreement is to
any extent held void unenforceable or invalid by a court of competent
jurisdiction, the remainder of this Agreement shall not be impaired or affected
thereby, and each term, provision and part shall continue in full force and
effect, and shall be valid and enforceable to the fullest extent permitted by
law.
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17.5 Choice of Law. This Agreement and the resolution of any dispute
hereunder, whether such dispute is in the nature of contract, tort, or
otherwise, shall be governed by and construed in accordance with the laws of the
State of New York (without regard to New York's principles of conflicts of laws)
and of the United States of America.
17.6 Entire Agreement; Modifications. This Agreement and the Purchase
Agreement constitutes the entire agreement and understanding of the parties
hereto in respect of the subject matter contained herein and supersedes all
prior agreements, consents and understandings between them relating to such
subject matter. The parties agree that there is no oral or other agreement
between the parties which has not been incorporated into this Agreement. This
Agreement may be modified or amended only by a duly authorized written
instrument executed by the parties hereto.
17.7 Counterparts. This Agreement may be executed in two counterparts,
each of which will be deemed an original and both of which together will
constitute one instrument.
17.8 Notices. Except as otherwise expressly provided herein, any notice,
request, consent, demand or other communication required or permitted to be
given by this Agreement shall be in writing and shall be personally served or
sent by telecopy (with a copy by prepaid registered or certified mail sent on
that same day), commercial courier service or prepaid registered or certified
mail. Any written notice delivered by telecopy shall be deemed to have been
given on the day telecopied to the other party. Any written notice given by
commercial courier service or registered or certified mail shall be deemed
communicated as of actual receipt. For purposes of this Agreement, the addresses
of the parties, until notice of a change thereof, shall be as set forth below:
If to GT:
GetThere.com (formerly Internet Travel Network)
445 Sherman Avenue
Palo Alto, CA 94306
Attention: General Counsel
Telecopier No. _________________
If to AXP:
American Express Travel Related Services Company, Inc.
American Express Tower
World Financial Center
New York, New York 10285
Attention: General Counsel's Office
Telecopy No.: (212) 640-5423
17.9 Insurance. Throughout the term of this Agreement, GT must maintain
adequate workers compensation, liability, disability, unemployment and
automobile insurance as required under law for GT and each of its employees
performing services under this Agreement and any Work Orders hereunder. GT must
also maintain throughout the term of this Agreement, the
-39-
<PAGE>
following types of insurance coverage, at or above the minimum policy amounts
set out below. All insurance companies must have and maintain an AM Best rating
of A- or better.
-40-
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
AXP as
Additional
Type of coverage Coverage as broad as Policy Minimums insured
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Workers Statutory Requirements Statutory requirements No
Compensation and Combined with workers Each accident, $1,000,000 No
Employers' compensation policy
Liability
Disease policy limit,
$1,000,000
Disease each employee,
$1,000,000
- -----------------------------------------------------------------------------------------
Commercial ISO Form CG0001 General aggregate, Yes
General $2,000,000
Liability and Completed ops products,
Personal $2,000,000
Injury Each occurrence,
$2,000,000
Personal injury,
$2,000,000
- -----------------------------------------------------------------------------------------
Commercial Auto, ISO Form CA0001 Combined single limit, No
$2,000,000
Including Employer's
Non-Owned auto
- -----------------------------------------------------------------------------------------
Commercial Umbrella Underlying EL, GL and May, if necessary, be used Yes
Liability in any combination with the
Auto primary policy limit to
fulfill the above limit
requirements.
- -----------------------------------------------------------------------------------------
Professional N/A Minimum policy limits of Yes
Liability covering $1,000,000. Increased
services under this amounts subject to AXP
agreement discretion
- -----------------------------------------------------------------------------------------
</TABLE>
GT shall provide verification of its insurance coverage by providing a valid
certificate of insurance to AXP upon request. All certificates of insurance must
provide that AXP will be notified thirty (30) days before cancellation. GT's
insurance shall be primary and non-contributory with any insurance maintained by
AXP.
17.10 Intentionally left blank
-41-
<PAGE>
17.11 Dispute Resolution Process; Mediation.
(a) In the event there shall arise any issue or dispute with respect
to the creation of specifications, development work, or the ongoing,
day-to-day operations of the Sites, the parties agree to utilize the
following procedure to resolve such issues or disputes: (i) the Project
Coordinators shall meet and discuss in detail the issues identified to them
for resolution. These meetings shall take place as often as is necessary;
(ii) if the Project Coordinators are unable to resolve a particular issue,
that issue shall be considered at the next regularly scheduled quarterly
meeting of the Steering Committee; provided, however, each party retains
the right unilaterally to demand a meeting of the Steering Committee, which
meeting may be conducted in person or telephonically, within five (5)
business days of a written demand issued to the other party's Project
Coordinator; (iii) issues that are not resolved by the Steering Committee
shall be resolved by the Chief Executive Officer of GT, subject to the
right of either party to utilize the procedural rights and resort to the
remedies described in Sections 17.11(b) - (f) below, or any other remedy
available to them in law or in equity.
(b) Except as expressly provided in this Section 17.11, prior to the
institution of any legal action by one party against the other relating to
any dispute between the parties to this Agreement arising out of or in
connection with this Agreement or any breach, such dispute may be submitted
to a disinterested mediator having substantial experience and recognized
expertise in the field or fields of the matter(s) in dispute. A party may
initiate mediation proceedings by notifying the other party in writing that
it is requesting that a dispute be mediated in accordance with this
Agreement. The mediator shall be agreeable to both parties. The mediation
shall be conducted in New York, New York in accordance with the Commercial
Mediation Rules of the American Arbitration Association. The fee charged by
the mediator shall be borne equally by the parties. The fact that mediation
is or may be allowed will not impair the exercise of any termination rights
under this Agreement. Any mediation and the enforcement of any settlement
entered into by the parties pursuant to such mediation shall be governed by
and construed in accordance with the laws of the State of New York (without
regard to New York's principles of conflicts of laws) and of the United
States of America.
(c) No provision of, nor the exercise of any rights under, this
Section 17.11 shall limit the right of any party to obtain injunctive
relief as provided in this Agreement, during, or after the pendency of any
mediation, and any such action shall not be deemed an election of remedies.
Such injunctive rights can be exercised at any time except to the extent
such action is contrary to a final settlement entered into by the parties
pursuant to a mediation proceeding. The institution and maintenance of an
action for judicial injunctive relief shall not constitute a waiver of the
right of any party, including without limitation the plaintiff, to request
mediation of any dispute.
(d) Any attorney-client privilege and other protection against
disclosure of confidential information, including without limitation any
protection afforded the work-product of any attorney, that could otherwise
be claimed by any party shall be available to and may be claimed by any
such party in any mediation proceeding. No party waives any attorney-client
privilege or any other protection against disclosure of confidential
-42-
<PAGE>
information by reason of anything contained in or done pursuant to or in
connection with this Section 17.11. Each party agrees to keep all disputes
and mediation proceedings strictly confidential, except for disclosures of
information to the parties' legal counsel or auditors or those required by
applicable law. The parties agree to treat all mediation proceedings as
settlement negotiations and agree that such settlement discussions shall be
inadmissible in a court of law. The mediator shall be bound to maintain the
confidentiality of all matters made known to the mediator, as well as notes
or writings prepared by the mediator. The parties agree not to subpoena or
otherwise require the mediator to testify or to produce records, notes or
work product in any further proceedings. Only persons having a direct
interest in the mediation are entitled to attend.
(e) The parties agree to cooperate with each other and with the
mediator in a good faith effort to negotiate a prompt and reasonable
resolution of any dispute mediated.
(f) The mediator is to serve as an impartial third party in assisting
the parties toward settlement of their dispute but may not compel or coerce
the parties to enter into a settlement agreement. The mediator will not
render any decision on the merits of the dispute.
17.12 Binding Effect. Except as provided herein, this Agreement shall be
binding on and inure to the benefit of the parties' respective successors and
permitted assigns.
17.13 Exhibits. The Exhibits attached hereto are incorporated by reference.
The parties acknowledge that certain Exhibits have not been completed as of the
Effective Date. The parties shall negotiate in good faith and use diligent
efforts to complete all such Exhibits within sixty (60) days after the Effective
Date. Nonetheless, the effectiveness of this Agreement shall not be contingent
on the foregoing.
-43-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
GETTHERE.COM, INC. AMERICAN EXPRESS TRAVEL RELATED
SERVICES COMPANY, INC.
By: /s/ Ken Pelowski By: /s/ Brian Fraelich
--------------------------- ------------------------------------------
Print Name: Ken Pelowski Print Name: Brian Fraelich
------------------- ----------------------------------
Title: COO & CFO Title: Senior Vice President & General Manager
------------------------ ---------------------------------------
Date: 9/10/99 Date: 9/10/99
------------------------- ----------------------------------------
AMERICAN EXPRESS TRAVEL RELATED
SERVICES COMPANY, INC.
By: /s/ Brigitte Baumann
------------------------------------------
Print Name: Brigitte Baumann
----------------------------------
Title: Senior Vice President & General Manager
---------------------------------------
Date: 9/10/99
----------------------------------------
44
<PAGE>
EXHIBIT C
PAYMENT
Corporate, Middle Market, Small Business and International Site Fees shall be
$[*] per Net Transaction. Site Fees shall be applicable for a period of 3
years from the Acceptance Date of each Corporate, Middle Market, Small Business
and International Site.
Consumer Site Fees:
- ------------------
* Option 1
$50,000 design and set-up fee
$36,000 annual maintenance fee
$[*] per gross PNR
* Option 2
80% of standard commission shared with GT
100% of overrides to GT
100% of segment fee to GT
50% of advertising gross revenue to GT
$50,000 design and set-up fee payable to GT as of the Effective Date
* Option 3
$[*] per gross PNR plus the following annual payments:
Year 1 - $450,000
Year 2 - $800,000
Year 3 - $1,250,000
Year 4 - $1,750,000
From the Effective Date until the Release Date, AXP will receive no revenues
from GT in connection with the operation of the itn.net consumer site After the
Release Date, AXP shall be entitled to share revenues from the Consumer Site in
the event AXP selects Option 2 above. On or before November 30, 1999, AXP shall
inform GT of the payment option selected by AXP beginning upon the Release Date.
Between the Release Date and April 30, 2000, AXP will have a one-time option to
choose another payment option to apply for the remainder of the Term, the
election of which shall become effective ninety (90) days after the date of
AXP's notice of such election to GT. If AXP fails to notify GT of its election
of a payment option hereunder, Option 2 shall apply.
After July 30, 2000, and for the remainder of the Term, AXP may, at its
discretion change from Option 2 to Option 1 provided that (a) AXP shall
reimburse GT the actual costs.
If AXP chooses Options 1 or 3, GT will utilize the CRS system of AXP's choosing.
For Option 2, GT shall choose the CRS system. AXP will assist GT in obtaining
high-speed lines from the
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
45
<PAGE>
AXP designated CRS for use in this Agreement. In the event AXP shall select
Options 1 or 3 during the Term as provided above, all CRS payments shall be
retained by AXP.
Professional/Consulting Services:
AXP will pay GT's time and materials rates, plus expenses, no less favorable
than that offered to any other party for any professional or consulting
services. As of the Effective Date, these services will be provided at the
following rates:
Programming Hourly Fee $[*]
HTML Coding Hourly Fee $[*]
Graphic Design Hourly Fee $[*]
Special Consulting Hourly Fee $[*]
Notwithstanding the foregoing, such time and materials rates shall remain
unchanged for a 12-month period and may not be increased by more than [*]% per
annum. GT shall give notice to AXP at least 6 months in advance of any change
in rates.
"Minimum Revenue" AXP agrees to pay the following revenue guarantees against Net
- -----------------
Transaction Fees from the Small Business, Corporate, International and Middle
Market Sites on an annual basis during the Initial Term as follows:
Year 1 $ 750,000
Year 2 $1,500,000
Year 3 $2,500,000
"Sixteen Quarterly Payments"
- ----------------------------
In addition AXP shall pay fixed fees to GT in sixteen quarterly payments, in the
following order, beginning on the Effective Date:
Fees for Integration and Development for Hosting Corporate Sites
$270,000 Quarter 1
324,000 Quarter 2
[*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
46
<PAGE>
Fees for Ongoing Maintenance and Support for Consumer and Small Business Sites
(commencing during the first quarter after the Release Date)
389,000 Quarter 3
467,000 Quarter 4
560,000 Quarter 5
672,000 Quarter 6
806,000 Quarter 7
967,000 Quarter 8
1,113,000 Quarter 9
1,279,000 Quarter 10
1,471,000 Quarter 11
1,692,000 Quarter 12
1,692,000 Quarter 13
1,777,000 Quarter 14
1,866,000 Quarter 15
1,866,000 Quarter 16
If the number of unique registered users delivered by GT to AXP, in addition to
those described in Section 14.3, coming from itn.net and itn.com do not exceed
897,400 -("Targeted Registered User Number") within 36 months from the Effective
Date, and AXP believes that the registered users coming from itn.net and itn.com
by the end of the proceeding 12 months will in aggregate not exceed Targeted
Registered User Number, then GT will reimburse AXP at fifteen dollars ($15) per
registered user for any shortage of Targeted Register User Number. If GT is
unable or unwilling to so reimburse AXP, then AXP may choose to deduct the
payment from the remaining Sixteen Quarterly Payments. If AXP changes the
process, location or level of information for obtaining a registered user which
would negatively impact GT's ability to achieve the Targeted Registered User
Number, then GT may at its sole discretion change to a targeted visitor model.
The targeted visitor model will look at the previous three months visitor to
registered user ratio ("Visitor Ratio"). Going forward, registered users will
equal the number of visitors divided by the Visitor Ratio.
GT has the right to generate visitors to itn.net, itn.com and AXP's consumer
travel site home page through traditional customer acquisition methods such as
advertising and direct mail and such customer acquisition is subject to prior
written approval by AXP (which will not be unreasonably withheld). Additionally,
GT shall not engage in any activities intended to result in registered users
that would not have a bona fide intent to use a travel web site including direct
monetary compensation for registration.
The total registered users delivered to AXP by GT (until such time that GT meets
or exceeds the Targeted Registered User Number) shall not exceed seventeen and a
half percent (17.5%) of Bogus Registered Users. "Bogus Registered Users" are
registered users which (i) are duplications of another registered user, (ii) do
not have an active email addresses, (iii) have not provided name, password and
email address and (iv) the user did not individually and personally
<PAGE>
register (no bulk or computer generated enrollments). If the Bogus Registered
Users exceed the seventeen and a half percent (17.5%) in any quarter, then the
number of total registered users will be reduced by the difference between
(the actual percentage of Bogus Registered Users and seventeen and a half
percentage (17.5%)) times the total number of registered users in the quarter.
If GT intentionally creates a bulk registration or computer generated
registration of registered users to itn.net or itn.com, then the Sixteen
Quarterly Payment shall cease.
All the proceeding criteria will be subject to periodic third party audit.
48
<PAGE>
EXHIBITS
<TABLE>
<CAPTION>
<S> <C>
A. Consumer/Small Business Site Specifications - To be jointly developed. 1
B. Corporate Site Specifications - To be jointly developed. 2
C. Payment 3
D. Service Level Agreement 4
E. Hosting Services Location and Description 21
F. Consumer/Small Business Phase I Functionality 24
G. Consumer/Small Business Phase II and III Functionality 28
H. Corporate Phase I Functionality 33
I. Corporate Phase II Functionality 35
J. International Phase I Functionality 38
K. Initial Functionality 40
L. GT Pipeline Definitions 60
M. The "International 350" and "US Fortune 600" 62
N. Implementation Schedule Template 73
O. Work Order Template (General) 77
P. Work Order Template (Unique) 82
Q. Work Order Template (Restricted) 86
R. GT Standard Development Requirements 88
S. Obligations of the Parties in Implementation 133
T. GT Standard Implementation Process 136
U. AXP Customer Agreement - To be mutually agreed. 142
V. Usage Report Types 144
W. Escrow Agreement 146
X. Bug Classification Protocol 147
Y. AXP Security Protocols 149
Z. Press Release 153
AA. Competition 157
BB. Disaster Recovery Plan 159
CC. Transition Services 168
DD. Current CRS Systems 169
</TABLE>
<PAGE>
EXHIBIT A
Consumer/Small Business Site Specifications
-1-
<PAGE>
EXHIBIT B
Corporate Site Specifications
-2-
<PAGE>
EXHIBIT C
Payment
(See pages 45-48 of Web Services Agreement)
-3-
<PAGE>
EXHIBIT D
Service Level Agreement
-4-
<PAGE>
Exhibit D
GetThere.com
&
American Express Corporate Services, Consumer and Small Business Travel
Service Level Agreement
August 31, 1999
-5-
<PAGE>
Introduction
- ------------
Objective
The purpose of this document is to detail the services that will be provided by
GetThere.com in support of the AXI Travel, Consumer Travel, and Small Business
Travel site applications for American Express and our customers that use these
products. The basis of this document will be used to define service level
expectations and support escalation paths.
The Specifications herein apply to Consumer and Small Business Travel sites
where applicable.
The key areas defined are:
. Architectural Overview
. Services Provided
. Performance Objectives
. Contacts
Definitions and Terminology
. American Express AXI Travel Tech Support Level 2 -American Express operated
centralized operational support team in Houston (domestically).
. American Express AXI Travel ITT Support -American Express technology team
responsible for 24x7 problem escalation in Phoenix.
. Customer Help Desk - Customer Corporate IT Help Desk
. MCI - Frame relay provider
. Exodus - Web Hosting provider
. GetThere.Com Support Desk - Operational support for the product.
-6-
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
- ------------------- --------------------------
Geo Engine Mapping Private IP Connections WWW
Server --------------------------
- -------------------
- -------------------
Ad Server -------------------------------------------
- ------------------- ITN Network - Firewall
- ------------------- --------------------------------------------
Weather Server
- -------------------
-------------- ---------------------------------------------
==========================
-------------- Netscape Enterprise Server
==========================
-------------- NSAPI Proxy
==========================
--------------
==============
Arbiter
==============
-------------------------------------------
Air Hotel Auto Login CGI
Logic
-------------------------------------------
Report Logic
-------------------------------------------
Admin. Access QuarterMaster Mileage Booking
Caching Servers Logic HTML Engine Logic
-------------------------------------------
Travel Policy Air, Car, Hotel
Logic Private Fares Logic
-------------------------------------------
Report Servers TIS API Layer
-------------------------------------------
- ------------------------------ -------------------------------------------
Event/Auction CRS Serve
Servers -------------------------------------------
---------------------- AM AP GA SA WS
Parser Parser Parser Parser Parser
Data Stream -------------------------------------------
Send Mail Web Servers
---------------------------------------------
Wireless Gateway ---------------------------------------------
TA MX Servers
- ------------------------------ ---------------------------------------------
---------------- ----------------
---------------- W9600d IP
Speedy/ ---------------- ----------------
PRDS I'face Worldspan Galileo
---------------- SABRE Apollo
---------------- Amadeus
Tuxedo
Broker
----------------
System Application Architecture
- --------------------------------
</TABLE>
-7-
<PAGE>
Services Provided
- -----------------
System Availability
AXI system availability objective: 7 X 24 days a week except as noted below
Goal: For American Express and GetThere.com to maintain a high degree of
operational availability and quick response times to ensure maximum system
availability
We are in agreement that the complete (total) operational objective should be at
least 99.0% up time, 24 hours/day, and 7 days/week, as measured on a monthly
basis. The operation up time objective for peak or off-peak time should be
measured as follows:
Peak Time 3AM (EST) - 9PM (EST) 99.2% up time
Off-Peak Time 9PM (EST) - 3AM (EST) 98.8% up time
This time will allow for peak time availability during standard business hours
for our European based customers through peak time availability for our
customers which operate during standard business hour for US Pacific time zones.
Downtime Notification
Scheduled outages require ten (10) business days notification to American
Express and should be scheduled during lower impact hours. Lower impact hours
should be either one of the following; (a) during off peak hours as describe
above, or (b) during minimum usage time frames as measured and presented through
operational usage reports.
All efforts to consolidate changes should be made to reduce the frequency of
system downtime. Update to products and/or content as well as normal maintenance
activities should be performed together in order to reduce downtime whenever
possible. Impacts, and potential impacts should be clearly outlined and agreed
to by both American Express and GetThere.com prior to scheduling a system
downtime/update.
GetThere.com will notify designated American Express personnel when a system
outage has occurred via the appropriate means:
. Voice Mail
. E Mail
. Pager Notification
Notification should give status of outage, updates to system availability
expectations and notifications of system back on-line on an hourly basis during
downtime.
Maintenance Window
Periodically GetThere.com will need to apply "hot fixes" or apply new releases
to improve the application or system performance. These functions (maintenance
windows) must be scheduled and performed during off peak (see above) and at a
time that will inconvenience the fewest end users.
-8-
<PAGE>
There should be mutually agreed upon monthly maintenance window so that normal
system maintenance can be performed. This window should be scheduled on a
Saturday/Sunday. All monthly archives, backups and system configuration updates
that require system outages are to be performed during this timeframe.
Emergency updates, maintenance, changes and other system management procedures
will be scheduled on a case-by-case basis.
A reminder message (see above) confirming system outage is sent on a daily basis
beginning 5 days in advance of the scheduled outage.
The duration of all system outages will vary depending on complexity of changes
and other unforeseen circumstances. In all cases it will be kept to a minimum
with the goal of having the complete system available as soon as possible.
Support Model
The support infrastructure is broken down into three tiers. From an end user
perspective, Tier 1 and Tier 2 levels of support will be their only contact. All
Tier 3 level support calls will be escalated from American Express support
staff.
Support - 1st, 2nd, & 3rd level
The Customer provides all level 1 support to end-users. Amex will provide level
2 help desk support and will coordinate level 3 support with GetThere.com.
It is intended that the Customer will provide all Level 1 Help Desk support
for Customer's end-users. The Customer will provide and communicate to all
end-users instructions and procedures specifying 1) that all help desk
requests are to be directed to the Customer's trained staff and 2) the
schedule under which this support will be provided.
The Customer's help desk staff may refer Level 2 support requests to Amex.
The Customer will provide to Amex and maintain a list of individuals
comprising this help desk staff who shall be authorized to contact the Amex
Level 2 support staff.
When necessary, the Amex level 2 help desk will coordinate level 3 support
with GetThere.com's help desk and/or other personnel.
GetThere.com agrees to provide the following level 3 help desk support:
- -----------------------------------------------------------------------
GetThere.com agrees to provide Amex with comprehensive support for timely
resolution to all inquires associated with the use of GetThere.com software
and for all new releases, including, at GetThere.com's facility, training to
ensure Amex has the requisite expertise to implement and operate the System.
If requested by Amex, the training can be provided instead at an Amex site or
other facility, provided that Amex pays applicable travel and entertainment
expenses for the GetThere.com training personnel. This support will include,
but not be limited to:
. One or more dedicated, full-time GetThere.com support manager(s) for the
Amex System staff;
-9-
<PAGE>
. Telephone support for Amex's designated support contact(s) twenty-four (24)
hours a day, seven (7) days a week with immediate access to GetThere.com
support staff by phone and/or pager, as well as e-mail;
. GetThere.com collaboration with representatives of Amex Technologies as
required to diagnose and resolve issues;
. Maintenance releases and bug fix releases of the System;
. Status updates via email or phone on the specified regular schedule from
receipt of call to answer/fix; and
. Guaranteed GetThere.com response times and lead times for answers,
temporary fixes, permanent fixes and status updates, as specified below:
Temporary Long Term
Issue Level Response Fix Resolution Updates
----------- -------- --- ---------- -------
Critical 2 hours 12 hours 7 Business Days Hourly
Serious 6 hours 24 hours 21 Business Days Every 2 hours
Moderate 24 hours 48 hours next release Weekly
Questions 2 hours 48 hours
*Questions submitted by 4 p.m. ET should be responded to within 2 hours and
answered with 48 hours; questions submitted after 4 p.m. should be
responded to by 9 a.m. the next day and answered within 48 hours.
"Issue Level" (Critical, Serious, and Moderate) shall be as jointly
designated by Amex and GetThere.com
"Response," as used in this section, shall include, at a minimum:
Identity of GetThere.com staff working the issue,
Estimated time to respond with fix, and
Preliminary/confirmed diagnosis of the issues/problem.
"Temporary Fix," as used in this section shall be defined as immediate
restoration of, to the maximum extent practicable, any lost functionality
and access for the affected user(s) of the System.
GetThere.com will provide Amex with online access at all times to the
bug/fix/support log and/or corresponding email trail, which notes the issue
tracking number. From these logs, GetThere.com will provide monthly
reports which show issue, category, response time, time it took to install
temporary fix, and time it took to install permanent fix.
When determined necessary by Amex to answer or resolve an issue or question
not answered or resolved within the time frames defined above in this
section, Amex shall, in its discretion, escalate the issue and GetThere.com
management shall use its best efforts to provide an answer/resolution in
accordance with the following schedule:
-10-
<PAGE>
Escalation Timeframe for
Level GetThere.com Contact Answer/Resolution
----- -------------------- -----------------
First Head of Support Services 4 hours
Second VP, Professional Services 4 hours
Third Executive VP 4 hours
Final CEO 4 hours
In addition, GetThere.com shall provide Amex with consultation access to
senior GetThere.com staff, as determined necessary by Amex, including, but
not limited to, senior development staff, the head of development, and head
of software engineering each of whom shall devote at least their time as
needed to resolve the problem or issue referred by Amex.
-11-
<PAGE>
Tier Definition and Escalation Procedures
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Support Group Support Typical Request Escalation Path Reasons for Escalation
Tier Escalation Method
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Corporate Help Desk 1 . Browser Questions AXI Support Desk . Unable to Create Log in
. Access resolve issue problem tracking
. Client Configuration system, then
. Password Reset escalate via phone
- ------------------------------------------------------------------------------------------------------------------------------------
AXI Support 2 . AXI Use Questions AXI Technical Support . System Open and track
. New Client Setups GetThere.com Unavailable trouble tickets
. Implementation Support . Reported &
. Problem Tracking Verified Bug
. Enhancement
Request
. Unable to
resolve issue
- ------------------------------------------------------------------------------------------------------------------------------------
American Express 2 . Travel Itinerary AXI Support . Problem Open and track
Travel Office . Ticketing Assistance Determination trouble ticket
. Ticket Printing . System
Unavailable
- ------------------------------------------------------------------------------------------------------------------------------------
AXI Technical 2 . Infrastructure Issues MCI GetThere.com . System Down Open and track
Support . Feeds/Links . Network Down trouble ticket
. Change Control
. Problem Determination
- ------------------------------------------------------------------------------------------------------------------------------------
Exodus 3 . Monitor the servers and the
network (web hosting)
. Outages - server hardware &
network
- ------------------------------------------------------------------------------------------------------------------------------------
GetThere.com 3 . Application Hot fixes Exodus
. Application releases
. Monitoring of travel
application servers
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
-12-
<PAGE>
Hours of Coverage - by Tier
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Tier Function Hours of Coverage
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
1 Corporate Helpdesk 7 X 24 (recommended)
- -------------------------------------------------------------------------------------------------------------------
1 AXI Support Desk 8AM -8PM EST M-F
- -------------------------------------------------------------------------------------------------------------------
2 American Express Travel Office 7 days X 24hours
Utilizing Emergency Travel Services
- -------------------------------------------------------------------------------------------------------------------
2 AXI Technical Support 7 days X 24hours
- -------------------------------------------------------------------------------------------------------------------
3 MCI 7 days X 24hours
- -------------------------------------------------------------------------------------------------------------------
3 Exodus 7 days X 24hours
- -------------------------------------------------------------------------------------------------------------------
3 GetThere.com 7 days X 24 hours
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
Priorities & Response Times
Response time for support requests will be based on priority of the support
request and will be measured from the time a support request is received
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
Tier 1 Tier 2 Tier 3
Resolve/
Priority Description/Examples Response Escalate (*) Response Update Response Update
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1 - Critical Production System Down * 1 hour * 1 hour * 1 hour 2 hours 1 hour
. Site unavailable. These issues are
immediately escalated to Tier 2 for
resolution
. Loss of services,
- --------------------------------------------------------------------------------------------------------------------------------
2- Serious Serious Business Impact * 1 hour * 1 hour * 1 hour * 2 hour 6 hours 2 hours
. core portion of systems fails to
function and effects users system-wide
. degrading system
performance/response time
- --------------------------------------------------------------------------------------------------------------------------------
3 - Moderate Moderate Business Impact * 4 hour * 1 workday * 4 hour * 1 workday 24 hours weekly
. Individual User unable to utilize the
tool due to configuration issue
. Tool usability questions
. Unable to log in
.
. Tool response time delay
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Less than.
-13-
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------
3 - Questions Questions * 1 workday * 1 workday * 1 workday Immediate * 2 workday
.
. PNR creation problems
. Pricing questions/issues regarding
obtaining the correct price
. Missing hotel property or airline
flight
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Less than.
** If a support request is not resolved within the Tier 1 RESOLVE timeframe,
the customer will be notified. If necessary, the request will be escalated to
the appropriate Tier 2 group. Status updates to be given in the RESOLVE
timeframes.
Tier 1 Resolution - The customer has been notified with a resolution to the
problem. In the case of new feature requests or noted bug - send a response back
noting that Tier 1 has escalated their request to Tier 2 and will be tracked and
worked through the monthly status meeting for prioritization.
Tier 2/Tier 3 Updates - These Tiers are responsible for updating Tier 1 on the
progress of the situation if the site is not available, loss of service or
significant business impact has occurred. Tier 1 is responsible for keeping the
customer informed of the progress being made to resolve the situation.
Site Setup and Maintenance
For standard Customer Site implementations, setup period should be no longer
than five (5) business days. For non-standard specialized setup, GetThere.Com
will use diligent efforts to expedite process as soon as reasonably possible.
For routine site maintenance a period should be no longer than five (5) business
days.
Product Testing
GetThere.com should perform a specified, and Amex approved, schedule of ongoing
testing of the system to detect and avoid problems.
GetThere.com agrees to develop and provide a detailed, and Amex approved,
schedule of ongoing testing of the system that can be conducted by Amex to
detect and avoid problems.
Pre Release Support & Training
All subsequent releases, GetThere.com will coordinate the training of all
American Express designated personnel (support, Product Management,
Implementation, etc....). These updates and training sessions will be provided
on a schedule no worse than provided to GetThere.com's internal equivalent
personnel.
-14-
<PAGE>
Training should consist of the following:
. Documented procedure changes
. Documented tool enhancements
. Hands-on Tool Training (user and administrator)
Standard Training & Support Services
GT will provide the following training services:
For the end user
. On-line help menus & content displayed on the booking sites
. On-line, fully customizable tutorial (including default text) for all sites
built in the striker V or primo styles
. Soft copies of all previously produced "Quick Reference" guides, FAQ sheets,
and training materials or manuals previously produced for GT corporate
customers and updated for new release versions.
. Soft copies of user orientation presentations previously produced for GT
corporate customer training sessions and updated for new release versions.
. Assistance in updating and revising the above mentioned soft copies to
address features and functionality on the Amex site.
For the system administrator
. On-line help menus & content displayed on the booking sites
. On-line, fully customizable tutorial (including default text) for all sites
built in the striker V or primo styles
. Soft copies of all previously produced "Quick Reference" guides, FAQ sheets,
and training materials or manuals previously produced for GT corporate
customers and updated for new release versions.
. Assistance in updating and revising the above mentioned soft copies to
address features and functionality on the Amex site.
For the APX Implementation Team
. Up to 80 hours of hands-on implementation and system configuration training
to be conducted classroom style at GetThere.com's facility for up to 24
participants. If requested by Amex, the training can be provided instead at
an Amex site or other facility, provided that Amex pays applicable travel and
entertainment expenses for the GetThere.com training personnel. Additional
training hours can be made available on a mutually-agreeable time frame at a
billable hourly rate of [$190].
. Access to the GT "PSO Guidelines" for system configuration & implementation
. "Update training" concurrent with each feature release cycle to review new
system features, functionality, and enabling instructions
-15-
<PAGE>
Platform Compatibility
Define operational (web hosting, application, database, etc...) platforms,
network/security definitions and solutions.
(need further definition)
AXI System Performance
In the event that American Express or its customers experiences a degradation of
the AXI tool usage response time, GetThere.com will immediately escalate the
issue to Exodus to perform network troubleshooting and follow the defined
support response time for "Significant Business Impact". The exception to this
will be any degradation caused by GetThere.com corporate network, client
configuration issues which would result in poor workstation performance.
AXI Status Meetings
GetThere.com will schedule monthly meetings with American Express to provide an
update of AXI and general issues surrounding the tool usage by American Express
or its clients. Refer to the Performance Objective section of this document, for
a more detailed description of what will be covered during these status meetings
and the deliverables for both parties prior to the meeting.
Performance Objective
Monthly Status Report Contents
GetThere.com will provide the following detailed information to be presented at
the monthly status meeting.
. AXI Uptime by month
. AXI # of Transactions by month by site
. Domestic
. International
. Air/Hotel/Car Transaction profiles
. Air/Hotel/Car
. Air/Hotel
. Air only
. AXI System Response time by month
. Peak
. Off Peak
. # of registered AXI users by site
.
. Change Request
. Issue Tracking reports
. Bugs reported by severity
. New bugs identified - post release
. SLA Changes/Updates
-16-
<PAGE>
Application Metrics
- -------------------
Uptime Percentage
Measures the overall system availability and accounts for planned outages
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
Month
- ---------------------------------------------------------------------------------------------------
Uptime Percentage 9/99 10/99 11/99 12/99 1/00 2/00 3/00 4/00 5/00 6/00 7/00 8/00
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Planned Downtime
- ---------------------------------------------------------------------------------------------------
AXI
- ---------------------------------------------------------------------------------------------------
Server
- ---------------------------------------------------------------------------------------------------
Network
- ---------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------
Actual Downtime
- ---------------------------------------------------------------------------------------------------
AXI Planned
- ---------------------------------------------------------------------------------------------------
AXI Unplanned
- ---------------------------------------------------------------------------------------------------
Server Planned
- ---------------------------------------------------------------------------------------------------
Server Unplanned
- ---------------------------------------------------------------------------------------------------
Network Planned
- ---------------------------------------------------------------------------------------------------
Network Un Planned
- ---------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------
Actual Uptime Hours
- ---------------------------------------------------------------------------------------------------
Planned Uptime Hours
- ---------------------------------------------------------------------------------------------------
Uptime Percentage
- ---------------------------------------------------------------------------------------------------
</TABLE>
-17-
<PAGE>
Support Request
Break out the support calls by type of request for services. These numbers are
also used to assist in determining the percent of unassisted transactions.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
Month
- --------------------------------------------------------------------------------------------------------
Support Inquiry by Type 9/99 10/99 11/99 12/99 1/00 2/00 3/00 4/00 5/00 6/00 7/00 8/00
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Password Resets
- --------------------------------------------------------------------------------------------------------
AXI Use Questions
- --------------------------------------------------------------------------------------------------------
Bugs
- --------------------------------------------------------------------------------------------------------
Change Requests
- --------------------------------------------------------------------------------------------------------
New Client Setup
- --------------------------------------------------------------------------------------------------------
FAQ Answerable
- --------------------------------------------------------------------------------------------------------
Implementation Support
- --------------------------------------------------------------------------------------------------------
System Failure
- --------------------------------------------------------------------------------------------------------
Total Support Questions
- --------------------------------------------------------------------------------------------------------
</TABLE>
-18-
<PAGE>
Transaction Volume
This graphic should represent the number of travel transactions broken out by
specified criteria.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
Month
- ------------------------------------------------------------------------------------------------------------
Transaction Volume 9/99 10/99 11/99 12/99 1/00 2/00 3/00 4/00 5/00 6/00 7/00 8/00
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Domestic
- ------------------------------------------------------------------------------------------------------------
International
- ------------------------------------------------------------------------------------------------------------
Air/Hotel/Car Profile Total
- ------------------------------------------------------------------------------------------------------------
Air/Hotel/Car
- ------------------------------------------------------------------------------------------------------------
Air/Hotel
- ------------------------------------------------------------------------------------------------------------
Air Only
- ------------------------------------------------------------------------------------------------------------
Total Transactions
- ------------------------------------------------------------------------------------------------------------
# Requiring Assistance
- ------------------------------------------------------------------------------------------------------------
Unassisted Transaction %
- ------------------------------------------------------------------------------------------------------------
</TABLE>
-19-
<PAGE>
Contacts
- --------
GetThere.Com
American Express
-20-
<PAGE>
EXHIBIT E
Hosting Services Location and Description
-21-
<PAGE>
EXHIBIT E
---------
Hosting Services Location and Description
Description
GT provides a state of the art online travel booking system on its data
center(s) to its customers as a service. The company offers its product as a
service in order to ensure the highest reliability, service and support.
Depending upon customer requirements GT offers to host the entire site of its
clients or just the booking portion of their web sites, depending upon the
customer requirements. As part of its services GT provides its customers with
the following:
1. Data Center Hosting
GT currently owns and maintains all equipment located within the confines of
its Data Centers. GT is responsible for all hardware and software purchases
and maintenance.
2. Monitoring
GT monitors the performance and availability of its network, servers and
telecommunications infrastructure on a 7 day x 24 hour x 52 week per year
basis. GT maintains a "round the clock" customer service center that reports
problems as they occur. Engineering staff remains on "standby call basis" to
assist in remedying any problem as it occurs.
3. Engineering Support and Problem fixing
GT's operations support staff remains on full standby with a documented
escalation process in place. Should a problem be reported the responsible
operations staff is alerted, logs into the system and identifies the nature
of the problem. If the problem requires the involvement of one of the
development engineers, they are called in to address the problem until the
source is identified and a resolution determined.
4. Connectivity
GT provides all connectivity into the general internet "cloud" on behalf of
its customer base. Any special leased lines needed to or from a facility
owned by one of its customers can be provided at a charge to be determined
by GT and its customers.
5. Software Updates
GT retains sole rights to determine how and when to do software updates to
its system. In the event a full or interim software release GT notifies its
customers 48 hours in advance of the update and the nature of the update. If
impact of any major consequence is expected on a given customers site, then
the dates are coordinated with the customer. These updates and notifications
apply to system re-architecture, if applicable.
Location
GetThere.com currently contracts with Exodus Communications Corporation for co-
hosting services at both its Santa Clara, CA and Sterling, VA facilities.
Under the existing contract, Exodus provides the following services to GT on a
complete 7x24x52 around the clock schedule:
. Security - complete physical security of the facilities,
. Power - redundant electric power coming from separate local power grids,
using battery backup along with power generator backup sufficient to keep the
facility operational for at least six hours,
. Connectivity - redundant fast ethernet connections between the GT routers and
the centralized BFR routers permitting connections up to 100Mbps up to the
internet cloud,
. Space - sufficient space within a caged facility (under lock and key) in the
building for currently 65 19" standard racks,
. Building - the California facility was constructed to withstand a 7.0
earthquake and
. Equipment Installation - for remote locations (e.g. Virginia facility) Exodus
provides GT staff to install equipment on site.
-22-
<PAGE>
At the current time, GT retains all web, application and database production
servers at its Santa Clara facility. The Virginia facility only hosts a router
and networking equipment at this time (9/99). GT plans on deploying a set of
production servers in VA at a later time, once capacity is reached at its CA
facility. GT retains the sole right to determine when and under what conditions
to bring the east coast facility up to full operation. The two centers are
connected by a "tunneled" connection through Exodus' OC-3 coast to coast fiber
trunk. Redundant circuits are maintained by GT where appropriate.
The Santa Clara, CA facility currently hosts more than 45 web/application Sun
Solaris AXMP servers that are divided into separate consumer and corporate
"pools". Traffic is directed at each server through both a Cisco Global and
Local Director so that traffic can be properly balanced. Database servers are
run on both Sun AXMP as well as HP N4000 class machines. RAID disk drives
operate on both Sun and EMC equipment, with the load switching, over time, to
the EMC based equipment. Redundancy is built throughout the entire network,
including routers, switches, firewalls, servers and raid systems. Veritas
software running on Sun AXMP servers provide automated backup systems onto tape
systems running on StorageTek tape jukeboxes. Currently two of these backup
systems operate at Exodus CA and one at GT Corporate HQ.
Monitoring of the network is currently done through online modified tools
maintained internally by GT. GT anticipates ordering commercial monitoring tools
later in CY 1999.
GT hosts a small data center at its corporate headquarters which serves the
following purposes:
. Test - a separate mini version of the complete data center for testing,
. Monitoring - overseeing traffic, performance, uptime, etc. of the production
systems and
. Development - staging servers for the development of new functionality,
architectures, etc.
-23-
<PAGE>
EXHIBIT F
Consumer/Small Business Phase I Functionality
-24-
<PAGE>
Schedule A/Release I/Phase 1 - Consumer/Small Business Release
Functionality
(Draft 8/31/99)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
Function Feature Cons SBT Jan 27
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Site Design Implement American Express Page Template: X X X
Incorporate Amex site design and navigation into ITN
reservation pages
- ------------------------------------------------------------------------------------------------------------------
DK#/ID# DK#/ID# Captured in Profile: X X X
Passed on to reservation for management reporting
- ------------------------------------------------------------------------------------------------------------------
Site Versioning Support multiple site versions, with transaction tracking, X X X
including private sites
(Longer term ability to include DK# by site address, not
included with Schedule A deliverables.)
- ------------------------------------------------------------------------------------------------------------------
Air Online Booking: X X X
All standard reservations functionality, low fare search,
and reporting displayed on current ITN.net sites.
- ------------------------------------------------------------------------------------------------------------------
Policy Enforcement linked to DK#: X X
Travel Administrator or AXP Selects From one of 4-5
predetermined simple policies which are linked to a
specific DK# which is input in the profile by the traveler
and then automatically implemented upon sign in.
- ------------------------------------------------------------------------------------------------------------------
Negotiated Rates: X X X
Negotiated airfares are automatically factored into online
display.
- ------------------------------------------------------------------------------------------------------------------
X X X
Share Shifting, incl. City pair specials, preferred carriers:
Display selected order of carriers by city pair
- ------------------------------------------------------------------------------------------------------------------
X X X
City Pair Specific Ads:
Display city-pair specific ads/deals on selection/results
page
- ------------------------------------------------------------------------------------------------------------------
X X
Child, Infant, Senior Fares:
Implement ability to book these fares
- ------------------------------------------------------------------------------------------------------------------
Contextualized reservation pre-fill - search terms X X
embedded in link URL:
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
Hotel Online Booking: X X X
All standard reservations functionality, low rate search and
reporting displayed on current ITN.net sites.
- ------------------------------------------------------------------------------------------------------------------
Negotiated Rates: X X X
Negotiated hotels are automatically factored into online
display.
- ------------------------------------------------------------------------------------------------------------------
Share Shifting by chain: X X X
Display selected order of hotels by city
- ------------------------------------------------------------------------------------------------------------------
City Specific Ads: X X X
Display city-pair specific ads/deals on selection/results
page
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
-25-
<PAGE>
Schedule A/Release I/Phase 1 - Consumer/Small Business Release
Functionality
(Continued)
<TABLE>
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------
Hotel Policy Enforcement: X X
Currently supported policy enforcement to be
delivered P1.
- ------------------------------------------------------------------------------------------------------------------
Data integration from Master Itinerary: X X X
- ------------------------------------------------------------------------------------------------------------------
Enhanced Hotel Search: X X X
By Zip Code, City, Address, Landmark, Hotel Name,
Downtown/City Center, Minimum Rate, by airport code
- ------------------------------------------------------------------------------------------------------------------
Multiple Rooms per Booking: X X X
Ability to book more than one room per PNR
- ------------------------------------------------------------------------------------------------------------------
Select Hotel Rates: X X X
List select AXP negotiated hotel rates in list
- ------------------------------------------------------------------------------------------------------------------
Provide Hotel Special Requests in "SI" field in PNR X X X
- ------------------------------------------------------------------------------------------------------------------
Car Rental Online Booking: X X X
All standard reservations functionality, low rate search and
reporting displayed on current ITN net sites.
- ------------------------------------------------------------------------------------------------------------------
Negotiated Rates: X X X
Negotiated car rates are automatically factored into the
online display.
- ------------------------------------------------------------------------------------------------------------------
Policy Enforcement: X X
1. DK# gives ability to limit to specific car companies
displayed by city
- ------------------------------------------------------------------------------------------------------------------
Car Rental Data Integration from Master Itinerary: X X X
(continued) Integrate destination and other available database driven
content on "Ref" page
- ------------------------------------------------------------------------------------------------------------------
Share Shifting: X X X
Dynamically price car companies - automatically price
cars by dollar or % lower than lowest price displayed
- ------------------------------------------------------------------------------------------------------------------
City Specific Ads: X X X
Display city specific ads/deals on selection/results page
- ------------------------------------------------------------------------------------------------------------------
Display lowest current rate for selected city X X X
- ------------------------------------------------------------------------------------------------------------------
Quote Extra Day Rate When Available - Fix Bug X X X
#2692
- ------------------------------------------------------------------------------------------------------------------
Advise User When Weekend Rate Ends and Extra Day X X X
Rate Begins
- ------------------------------------------------------------------------------------------------------------------
Airline Seat Maps Seat Map Tool - Fix Bug #2338. Alternatively, provide X X X
HTML version of seat map tool
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
-26-
<PAGE>
Schedule A/ Release I / Phase 1 - Consumer / Small Business Release
Functionality
(Continued)
<TABLE>
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------
Transaction Email Confirmation of transaction: X X X
Confirmation Email includes time, date, nature of transaction, price,
items purchased, conditions, contact information,
confirmation number, 800# for changes not supported
online, ads.
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Low Fare Ticket X X X
Low Fare Ticker:
Incorporate all existing low fare ticker type functionality
including HTML display of top citypair fares (like CNN
site)
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
AmEx Rep Network Sites for AmEx Representative offices: X X TBD
Support Basic AmEx functionality and negotiated rates (may
Individual sites. Clones. Booking goes to Rep. our-
Low implementation fee. source)
- -----------------------------------------------------------------------------------------------------------------------
Sending bookings directly to Reps From Single Site X Summer
Bookings on Amex site can be sent to approved Reps. 2000
Charged standard fee. ITN bills Reps directly for
individual transactions. (Bridge CSR's)
- -----------------------------------------------------------------------------------------------------------------------
Other Define Clear and Specific Error Messages X X X
- -----------------------------------------------------------------------------------------------------------------------
Clearly Identify Pending Reservations for Car and Hotel X X X
- -----------------------------------------------------------------------------------------------------------------------
Customize Booking to Request Only Appropriate X X X
Information for Type of Booking Transaction, e.g. do not
ask for Meal on Hotel only bookings
- -----------------------------------------------------------------------------------------------------------------------
Seat Map Tool - Fix Bug #2338. Alternatively, provide X X X
HTML version of seat map tool
- -----------------------------------------------------------------------------------------------------------------------
No Charge for Database/Customer Profile Access X X X
- -----------------------------------------------------------------------------------------------------------------------
Pre-Phase 1 Launch Implement 6 AXP Current SBT sites to Current GT X On or
SBT Sites Transition Customer Functionality (no vacation links) plus existing before
to Current GT AXP functionality: DK#, Email copy to, Credit card store 10/31/99
Functionality Trip Templates, AXP current branding. AXP to contact
transaction fee. No additional charges. Fulfillment by
AXP. SABRE functionality.
- -----------------------------------------------------------------------------------------------------------------------
Meeting Site Implement Current GT Meeting Site Functionality With X X
AXP branding.
- -----------------------------------------------------------------------------------------------------------------------
GT on SABRE All sites will be implemented on SABRE. AXP to provide X X X
SABRE high-speed lines for GT.
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
-27-
<PAGE>
EXHIBIT G
Consumer/Small Business Phase II and II Functionality
-28-
<PAGE>
Schedule B/Phase 2 and Phase 3 - Consumer / Small Business Release Functionality
(Draft 8/31/99)
Release II/Phase 2 - Initial Release Date Plus 4 Months
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
Function Feature Cons SBT
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
DK#/ID# DK# cues local office ticketing Pseudo City X X
DK sends booking to office pseudo city for ticketing if
office is open. If office is closed send to central
ticketing. Bridge to other CRS if necessary.
- -----------------------------------------------------------------------------------------------------------------------------
Site Versioning Support multiple site versions, with transaction tracking, X X
including private sites
(Longer term ability to include DK# by site address, not
included with Schedule A deliverables.)
- -----------------------------------------------------------------------------------------------------------------------------
Air Automatic upgrades X X
Automatically request airline frequent flyer upgrades
- -----------------------------------------------------------------------------------------------------------------------------
Purchase upgrades X X
Purchase Frequent Flyer upgrades on line
- -----------------------------------------------------------------------------------------------------------------------------
Share Shifting, incl. City pair specials, preferred X X
carriers:
[*]
- -----------------------------------------------------------------------------------------------------------------------------
Hotel Automatic upgrades X X
Automatically request hotel upgrades using frequent flyer
programs
- -----------------------------------------------------------------------------------------------------------------------------
Book rewards programs X X
Book hotels online using applicable frequent traveler
programs
- -----------------------------------------------------------------------------------------------------------------------------
Integrate hotel content from hotel web sites: X X
Incorporate (scrape/repurpose) graphics/photos and info
from hotel sites to create more enhanced information.
Incorporate IPIX, if available
- -----------------------------------------------------------------------------------------------------------------------------
Policy Enforcement: X X
1. DK # gives ability to limit to specific hotel chains
displayed by city.
DK# limits maximum cost per room to book.
- -----------------------------------------------------------------------------------------------------------------------------
Negotiated Rates: X X
Also, ability to incorporate consolidator and bulk hotel buys
in display.
- -----------------------------------------------------------------------------------------------------------------------------
Share Shifting by chain: X X
[*]
- -----------------------------------------------------------------------------------------------------------------------------
Display current lowest fare for selected city pair: X X
User selects up to 5 city pairs in profile. Whenever they
sign in site automatically displays the current lowest fares
currently booked for those fares. Fares will be cached
locally using previous queries to CRS and will not require
active accesses to CRS. Ability to click on fare and pre-
populate reservation request with corresponding
dates/time.
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
[*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
-29-
<PAGE>
<TABLE>
<S> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------
Purchase upgrades online X X
Hotel upgrades purchased on-line
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
Release II/Phase 2 - Initial Release Date Plus 4 Months (continued)
<TABLE>
<S> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------
Car Rental Automatic upgrades X X
Automatically request car upgrades using frequent
traveler programs
- -----------------------------------------------------------------------------------------------------------------------------
Access Corporate Discount Rates: X
Let users book car using corporate discount rates
on AXP public sites (i.e. non corporate). Can be
done at time of booking.
- -----------------------------------------------------------------------------------------------------------------------------
Post Ticket Lower Fare Notification: X X
Provide user, via email, notification if lower fare
has become available on applicable itinerary after
ticketing
- -----------------------------------------------------------------------------------------------------------------------------
DK# limits maximum cost per car to book. X X
- -----------------------------------------------------------------------------------------------------------------------------
Share Shifting: X X
Display selected order of car companies by city.
(100 locations possible)
- -----------------------------------------------------------------------------------------------------------------------------
Book rewards programs X X
[*]
- -----------------------------------------------------------------------------------------------------------------------------
Transaction Include dynamic travel offers/links to content in X X
Confirmation email confirmations
Email links in confirmation link to destination-
specific offers
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
[*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
-30-
<PAGE>
<TABLE>
<S> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------
Email Confirmation of transaction: X X
Provide HTML Layout for email: Ability to incorporate
advertising banners
- -----------------------------------------------------------------------------------------------------------------------------
Publish Trip Templates: X X
Permit user to allow another user to access trip itinerary
details so that companion can book similar itin
- -----------------------------------------------------------------------------------------------------------------------------
T&E Profile Capture T&E Master Profile: X X
Master profile resides on Amex server
- -----------------------------------------------------------------------------------------------------------------------------
Update All Profiles through Master: X X
Update on master changes field on ITN profile
- -----------------------------------------------------------------------------------------------------------------------------
Prefill forms with Master Profile Data X X
- -----------------------------------------------------------------------------------------------------------------------------
Synchronize with AmEx Hosted Profile Data X X
Updates on master profile are automatically updated
- -----------------------------------------------------------------------------------------------------------------------------
Single Sign On with AmEx Single Sign On Utility: X X
(May be phase 1 if possible)
- -----------------------------------------------------------------------------------------------------------------------------
Platinum Travel Book International Airline Program X X
Functionality Book 2 for 1 airline program online (D. Whalley reviewed)
- -----------------------------------------------------------------------------------------------------------------------------
Fine Hotels and Resorts Booking X X
Book program on-line and incorporate links to specific
hotel sites
- -----------------------------------------------------------------------------------------------------------------------------
Itinerary Integrate links into itinerary: X X
Based on geography, local entertainment, etc.
- -----------------------------------------------------------------------------------------------------------------------------
Payment (*) X X
- -----------------------------------------------------------------------------------------------------------------------------
One-click ordering X X
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
[*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
-31-
<PAGE>
Release II/Phase 2 - Initial Release Date Plus 4 Months (Continued)
<TABLE>
<S> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------
PDA Link Download Itinerary to PDA X X
- ------------------------------------------------------------------------------------------------------------
Calendar Integration Integration of booking dates from calendar (software X X
and web-based)
- ------------------------------------------------------------------------------------------------------------
Access Provide phone/PDA/other wireless access to Reservation X X
System
- ------------------------------------------------------------------------------------------------------------
Companion Fares X X
- ------------------------------------------------------------------------------------------------------------
Paging Service Basic paging X hours before flights X X
- ------------------------------------------------------------------------------------------------------------
</TABLE>
Release III/Phase 3 - Initial Release Date Plus 8 Months
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
Function Feature Cons SBT
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Air (*) X X
- ------------------------------------------------------------------------------------------------------------
Integrate with vacation package engine - book air X X
based on ground-only package parameters
- ------------------------------------------------------------------------------------------------------------
Hotel Purchase with Membership Rewards points, including X X
purchasing upgrades
- ------------------------------------------------------------------------------------------------------------
Integrate with vacation package engine - book air
based on ground-only package parameters
- ------------------------------------------------------------------------------------------------------------
Rail Provide Booking Access to AmTrak X X
- ------------------------------------------------------------------------------------------------------------
Car Rental Purchase with Membership Rewards points, including X X
purchasing upgrades
- ------------------------------------------------------------------------------------------------------------
</TABLE>
[*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
-32-
<PAGE>
EXHIBIT H
Corporate Phase I Functionality
-33-
<PAGE>
Corporate Phase I Functionality
All specifications will be jointly developed by AXP and GT. Anything to be
determined or required by AXP as provided below will be reviewed by GT for
approval, which shall not be unreasonably held.
1. Create private label version of GetThere.com in accordance with American
Express specifications. This includes branding, UI, default implementation
templates, mass enrollment of users per GT schema, basic client information
necessary to setup customer site. To comply with AXP operating standards
only one passenger will be allowed per PNR.
2. Utilize American Express Preferred Rate Database Services (PRDS) as data
feed for negotiated hotel and air (if required) rates. This proprietary
database houses client and American Express negotiated air and hotel
contracts. The information is utilized by traditional and automated travel
servicing platforms along with internal technology solutions. Physically
resides in Parsippany, NJ, but connectivity provided through Phoenix.
3. Hook up to "Speedy" as primary domestic negotiated air pricing engine and
respective CRS negotiated pricing engines as backup. "Speedy" is American
Express' proprietary low fare search engine that includes published and
company negotiated airfares. The system is developed and hosted in Phoenix.
(US only)
4. Add "best priced flights" path for air bookings. This additional means of
booking air travel provides an option to the user to get best-priced
itineraries for their travel parameters without having to select individual
flights.
5. Structure Air policy model to match "Speedy" capabilities and other
American Express requirements. These will be defined by American Express
and communicated to GetThere.com.
6. Streamline overall policy model to cut down on implementation time frame
and eliminate unnecessary parameters. Create logical policy groupings and
multiple policy groups within single company setup. Requirements will be
defined by American Express and communicated to GetThere.com.
7. Create default American Express policy setups. Requirements will be defined
by American Express and communicated to GetThere.com.
8. Differentiate between American Express Select and Client Negotiated rates.
The product needs to visually differentiate between Client Negotiated and
American Express Select rates so that it is clear to the user what they are
selecting. Negotiated amenities associated with respective rates also need
to be displayed.
9. Support policy, form of payment, data collection and output requirements
per policy group. This will allow multiple policies, based upon traveler
policy group, within a single company setup.
-34-
<PAGE>
EXHIBIT I
Corporate Phase II Functionality
-35-
<PAGE>
Corporate Phase II Functionality
All specifications will be jointly developed by AXP and GT. Anything to be
determined or required by AXP as provided below will be reviewed by GT for
approval, which shall not be unreasonably held.
1. Eliminate [*] and utilize [*] from ALL CRS' i.e. SABRE, Worldspan, Apollo,
Amadeus and Galileo. American Express will make commercially diligent
efforts to get the necessary technology and resources to GetThere.com.
Assumption is that the product currently exists on all the above mentioned
CRS'.
2. Clean up/enhance user interface and navigation to present a more
streamlined and intuitive product. Requirements will be defined by American
Express and communicated to GetThere.com.
3. Incorporate CRS negotiated air fare pricing as backup to Speedy.
4. Ability to designate Travel Manager by traveler policy group. Only
designated travel managers will have the ability to maintain users and
policy for the travel group.
5. Display and list all hotels irrespective of availability, as opposed to
current limit of 32 available hotels. The list of hotels displayed will be
dependent upon a separate hotel database created across multiple CRS'.
Requirements will be defined by American Express and communicated to
GetThere.com.
6. Directly "blind" sell cars. The system will pull in the parameters from the
air itinerary whenever possible and the user will simply select an in
policy vendor. This allows users to reserve cars with minimal input and
decision making.
7. Complete PNR documentation capabilities as per American Express standards.
Requirements will be defined by American Express and communicated to
GetThere.com.
8. Enhance Queuing module per American Express requirements. These will be
defined by American Express and communicated to GetThere.com.
9. Section for "Agent-Assisted" air, car and hotel bookings. This will allow
users to request air, car and hotel bookings that cannot be made online
either because they are not available online or because they are missing
from the respective databases.
10. Limousine booking capabilities. Currently missing from the product.
Requirements will be defined by American Express and communicated to
GetThere.com.
11. Create online policy enforcement, documentation and approval process. This
module is currently missing from the product. Requirements will be defined
by American Express and communicated to GetThere.com.
12. Reduce [*] utilization requirements (increase efficiency). Utilize
structured messaging provided by [*]. American Express will make every
attempt to provide the required technology to GetThere.com.
13. [*] language.
14. Intergrate current [*]. This page provides users and travel managers with
value added content to embellish the core travel booking engine. There is a
[*] offered to existing AXI Travel Clients. Gateway content is customized
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
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per client. Requirements will be defined by American Express and
communicated to GetThere.com.
15. Align online content offering and advertisements with American Express
requirements. As mentioned above, content and advertising offered to
clients is customized per client. A module to manage such offering will
have to be created within the product.
16. Multiple hotel mapping on single map. This feature will allow users to plot
multiple hotels on a single map so that they can see the respective
locations on a relative basis.
17. Display [*] agency rates. There are [*] agencies within the overall [*].
This feature will allow rates specific to the different agencies to be
displayed to their respective clients.
18. Facilitate communication between travel counselor and traveler. Currently
there is only limited one-way communication between the traveler and the
travel counselor. We need to add the ability for the travel counselor to
communicate with the traveler via information entered in specific fields of
the PNR.
19. [*] capabilities tied in to current American Express Travel Information
Management System (TIMS). TIMS is an American Express proprietary user
profile information management and synchronization tool. The product will
align with existing standards to facilitate profile management and
synchronization between CRS and online booking tool profiles.
20. [*], [*] and [*].
21. PDA and Wireless development.
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
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EXHIBIT J
International Phase I Functionality
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International Phase I Functionality and Market Acceptance Criteria
With respect to each Market Country, the International Site shall have the
following functionality in addition to Corporate Phase I functionality:
1. Integrated CRS based Negotiated Fares, Pricing and Low Fare Search
functionality, e.g. SNAP for SABAE, for each Market Country.
2. Local language for the market in which the product will be promoted.
3. Euro pricing and Local currency pricing for the market in which the product
will be promoted.
4. Compliance of local laws as applicable to [*] Product, including privacy.
5. [*] booking capability for Germany, France, Norway, Denmark, Belgium,
Netherlands and Luxembourg and Sweden.
6. [*] booking capability for Sweden.
AXP will make diligent efforts to get GT access to the necessary technology.
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
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EXHIBIT K
Initial Functionality
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1. EXECUTIVE SUMMARY
Internet Travel Network (ITN) is a technology services company that develops
web-based applications for the travel industry. This is ITN's only business and
ITN is the original and only developer of its online booking engine. As the
first web-based provider of live, real time travel reservation services, ITN set
the industry standard for online booking engines. Through the innovative use of
technology, ITN has rapidly automated many inefficient, expensive and labor-
intensive travel functions. In the process, we have changed the way travel
companies and corporations do business today.
We are also the market leader in the corporate travel market with ITN Global
Manager, having developed a strong client base of Fortune 500 companies. ITN has
maintained its leadership position in a very competitive marketplace by
continuing to provide our customers with the best technology available to assist
in travel cost reduction. As a result, ITN has experienced steady growth and
developed a solid industry reputation.
ITN Global Manager has been fully implemented in over 35 major corporations,
including Texas Instruments, Credit Suisse First Boston, Chevron, Procter &
Gamble, Schering Plough, United Technologies and Verifone/Hewlett-Packard.
Today, ITN Global Manager can be accessed by more than 350,000 corporate
travelers.
ITN has developed a very compelling business case for Company to consider. ITN
interfaces with all major CRS systems and our technology is not "bundled" with
other products. We are an independent company focused solely on meeting customer
needs through the development of online booking solutions. Since ITN is not
owned or controlled by a travel agency, CRS, card payment system, software
company or airline, we have no hidden agenda. ITN Global Manager is designed to
work with any travel partner our customers choose.
ITN is separate from the traditional travel management relationship in place
today between most corporations and their travel agencies. This independence
allows Company to freely make decisions regarding its choice of travel agency
apart from the online booking solution. ITN customers are free to choose or to
change their travel partners without pressure from ITN and without disrupting
online service. This flexibility also extends to your choice of online booking
provider, since ITN customers own their own data.
ITN can offer Company the greatest level of experience of any online booking
provider. We have a formal software development and engineering implementation
process that is customer focused and customer driven.
ITN continually develops new functionality based on market conditions, market
demands and customer requirements. We take advantage of the flexibility and
rapidly developing e-commerce model to deliver as many as four major new
releases of our core product every year. We provide superior technical and
account management support, reflected in our organizational model, by assigning
program and adoption consultants to customers to define and address specific and
ongoing needs. ITN will work closely with Company through every stage of site
configuration, implementation, site administration, IT infrastructure
considerations, vendor programs, ongoing support, and traveler adoption
strategies.
Like Company, many leading firms want to take advantage of emerging technologies
to reduce escalating travel costs. This has always been ITN's primary focus and
the reason we are the travel partner of the future.
The ITN Solution--ITN Global Manager
Our proposal will discuss the features and benefits of ITN Global Manager as the
best online booking solution for Company. Our solution excels in the following
areas:
. ITN Global Manager is compatible with all CRS systems.
. ITN Global Manager offers accurate faring and brings logical alternative
itineraries to the traveler's attention.
. ITN has a strong track record in implementing and maintaining large
multinational corporate accounts.
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. Our system uses fewer screens than competitors and is designed to be
intuitive and user-friendly--which encourages a rapid rate of adoption.
. Many national and international partners have cited our reputation for
quality and innovation as a key factor in selecting ITN to operate their
public web sites.
. Since our product is built entirely web-based, customers do not have to
purchase or maintain hardware or software.
. ITN Global Manager can be customized to your company's specifications.
1.1 ITN experience
1.1.1 ITN contact information
To reach Internet Travel Network (ITN) in our Palo Alto headquarters, please use
the following contact information:
Internet Travel Network
445 Sherman Avenue
Palo Alto, California 94306
Tel: 650.614.6300
Fax: 650.614.6390
If Company needs more information concerning ITN products and pricing, the
following sales executives are available to answer questions:
Jeri Epstein
Senior Director of
Sales
Mid-Atlantic Region
Tel: 301.365.6804
Email: [email protected]
Steve Soto
Senior Director of Sales
Southeast Region
Tel: 404.897.1348
Email: [email protected]
Tony D'Astolfo
Executive Director of Sales
Tel: 718.747.6355
Email: [email protected]
1.1.2 ITN account team
ITN will assign a named account team to provide consistent and ongoing support
for Company. This team will consist of a sales executive and a program
consultant. The sales executive will own the Company account for the entirety of
its relationship with ITN and will manage the sales and contract process. After
implementation, the sales executive will act as a consistent point of
communication and be available to escalate issue and problem resolution. The
program consultant will be an experienced technical account manager assigned to
manage the Company implementation and adoption program. This program consultant
will remain with the account for the duration of Company's relationship with
ITN.
The account team will be backed by support personnel with specific technical or
support skills, including pre-sales consulting, implementation consultants,
trainers and adoption consultants. The pre-sales consultant will assist in
product information, demo and pilot projects, and define implementation and
customization requirements. The implementation consultant will assist the
program manager with specific tasks such as data imports and exports to populate
databases. ITN will also develop a plan to train Company's site administrators
and end users. Finally, the adoption consultant will assist Company in designing
and implementing a well-planned adoption strategy.
According to these job roles and definitions, ITN will develop a very detailed
program plan for Company to assign resources to the Company project team at
appropriate points in the program timeline. The named account team will develop
and execute this program plan jointly with Company management.
Staffing by ITN will peak during the periods of product implementation, when the
maximum technical resources will be assigned to the project. Following the
implementation phase, the program consultant will continue to support Company
during the adoption and general usage phase of the program plan. The consultant
will be assisted by specialists in adoption consulting strategies, if required,
on a fee basis. ITN's customer and technical support staff will continue to
assist end users and system
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administrators throughout the life of the relationship.
ITN has successfully used this account management methodology with over 50
corporate customers in the past two years. The application of specific skill
sets ensures maximum efficiency in the implementation process and accelerates
adoption of the product by our customers. The account team is dedicated at all
times to attaining the customer's business and financial objectives as
determined at the outset of the project. ITN recognizes that this dual
management plays a key part of the success of the program, and will establish
acceptable performance measurements for both groups of management.
1.2 FINANCIAL STATEMENT
Because ITN is privately held, the company does not provide financial statements
to potential customers. However, we would be happy to present financial
information in person regarding the company in the event that ITN's bid is
seriously considered by COMPANY.
1.3 REFERENCES
The following customers have given ITN permission to include them in a public
client list:
. American Management Systems
. Chevron Corporation
. Credit Suisse First Boston United States
. Credit Suisse First Boston Switzerland
. Credit Suisse First Boston United Kingdom
. Lawrence Berkeley Laboratories
. Maritz Travel @ Sun Microsystems
. Medaphis Corporation (formerly Per Se Technologies)
. Nabisco
. NationsBank
. Nike
. PeopleSoft
. Procter & Gamble
. Schering Plough Corporation
. Silicon Graphics
. Texas Instruments United States
. Texas Instruments France
. Texas Instruments Germany
. Texas Instruments United Kingdom
. Toyota
. United Technologies
. University of Iowa
. Iowa State University
. Verifone/Hewlett-Packard
. Xerox.
ITN has approximately 50 corporate customers in various stages of implementation
with ITN Global Manager. All of ITN Global Manager customers have come online
within the past two years. None of ITN's corporate clients have stopped using
our service.
2. PRODUCT EVALUATION CRITERIA
2.1 REAL TIME BOOKING/RESERVATIONS CAPABILITY
ITN Global Manager can display both U.S. and international, preferred and non-
preferred air, car rental and hotel availability and rates. The system's ability
to offer "live" availability, pricing and confirmation of a complete itinerary--
air, car rental and hotel--is limited only by the functionality of Company's
chosen CRS.
2.1.1 User entry and response times
The ITN Global Manager user interface is continually being enhanced to make
navigation faster and highly intuitive for the user. A simple trip booked on
ITN Global Manager is quite easy, whether it is a brand new booking or a
repeatable trip from a template.
2.1.1.1 Completing a new booking
The following user steps are required to complete a brand new booking:
. The user inserts air destination and submits departure and return
dates/times.
. The system returns flight options, incorporating Company's preferred
suppliers and contracts. Timing: 15-30 seconds, depending on number of
flight legs requested and connection speed.
. The user selects outbound and return choices after reviewing options.
Timing: Decision speed variable by user.
. The system invokes Low Fare Search feature and return any lower
alternatives that are within Company's travel policy.
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Timing: 15-40 seconds depending on connection speed and routing complexity.
If no lower fares are found, the system goes straight to Itinerary Plan to
add hotel and/or car.
. The user chooses original flights or chooses a lower fare. This assumes the
user can select the lowest fare, as ITN Global Manager can be configured
several ways to handle out-of-policy selections. The selection is then
added to the Itinerary Plan.
. The user clicks the hotel icon from the Itinerary Plan, which pre-populates
dates and destination from the profile and air booking. If no changes are
required, the user simply hits submit and hotel options are displayed.
Timing: 5-40 seconds depending on number of properties requested and
connection speed.
. The user reviews list of hotel options, with Company's preferred properties
listed first. This assumes that the user does not need mapping, driving
directions or hotel information--all available from this page.
. The user selects a Company preferred hotel from the list. Timing: Decision
speed variable by user. This assumes Company's rate is the lowest available
at the hotel. The system adds the hotel to the Itinerary Plan. Timing: 5-20
seconds depending on connection speed.
. The user clicks the car icon which pre-populates dates, destination and
arrival/departure times from the profile, air booking, and corporate
preferences. If there are no changes, the user simply hits submit.
. The system presents car supplier options to the user. Timing: 5-20 seconds
depending on connection speed.
. The user chooses the preferred car option and the system adds this to the
itinerary. Timing: 5-20 seconds depending on connection speed.
. The system pre-formats all preferences and specific ticketing information
with the exception of ad-hoc special requests and/or needs for agent
assisted handling. The system then submits the itinerary for final
confirmations. Timing: 15-45 seconds depending on connection speed.
. The user receives web-based confirmations, email messages, and queue
placement at Company's agency. Timing: Available immediately.
Total elapsed booking time: Four minutes for a serious travel professional
comfortable with a computer/Internet environment; six minutes for an average
user; and 10 minutes for a novice.
2.1.1.2 Booking a previous itinerary
The following user steps are required to complete a booking from a repeat trip
itinerary:
. The user selects a repeatable trip template from the system's home page.
Timing: 5-20 seconds depending on connection speed.
. The user modifies the departure and return dates and hits submit.
. The system returns the completed itinerary plan with booked air, car, and
hotel. Timing: Approximately 30-45 seconds.
. The user modifies delivery information/ special needs, if required, and
hits submit. Timing: 15-45 seconds.
. The user receives web-based confirmations, email messages, and queue
placement at the agency. Timing: Available immediately.
Total elapsed booking time: 45 seconds to 2 minutes, regardless of user
expertise level.
2.1.1.3 Seat map/seat selector (applies to booking options in both 2.1.1.1 and
2.1.1.2)
Once air selections have been booked into the Itinerary Plan, a Java- or HTML-
based seat selector can be invoked to choose specific seats instead of the
seating preferences stored in the profile. This step adds approximately 30-60
seconds to the process depending on connection speed.
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2.1.2 Online cost savings
ITN customers who have fully implemented ITN Global Manager report savings
ranging from 15 percent up to 50 percent over existing booking methods. The
level of savings a company experiences depends on many factors, including the
strictness of existing travel policy, cost of managing travel and rate of
adoption for online booking.
2.1.3 Browser requirements
Company's system administrators and travelers can access the system from
anywhere in the world using a JavaScript-enabled browser. ITN officially
supports either Internet Explorer version 3.02 or higher or Netscape Navigator
version 3.0 or higher.
2.2 fare information displays
Provided Company's site is configured to return non-preferred rates, ITN Global
Manager will compare the following criteria when conducting an availability
search:
. Negotiated rates from Company's air, car and hotel contracts loaded into
ITN's database
. Preferred rate programs (if any) available to Company through the site's
travel agency
. Rates available to everyone in the CRS.
2.2.1. CRS capability
ITN Global Manager currently interfaces with all major CRS systems including
Apollo, SABRE, Worldspan, Galileo and Amadeus (System One).
2.2.2 Display of negotiated fares
2.2.2.1 Negotiated air fares
Company's airline contracts can be entered into the system enabling ITN Global
Manager to alter the display and price of even the most complex agreements. The
system analyzes and applies airfares as formula variables using the following
criteria:
. Flat fare, lane segment discounts, zone fare discounts, percentage and
amount off discounts, promotional fare discounts
. Date and time ranges
. Airport, region or zone restrictions or applicability
. Directionality
. Origin or destination restrictions or applicability
. Fare class restrictions or applicability
. Flight number or flight number range restrictions or applicability
. Maximum cost.
2.2.2.2 Negotiated hotel rates
Upon contract award, Company will give ITN its negotiated hotel database in a
format to be provided. These rates will be initially uploaded by an employee in
the ITN Professional Services Organization into our system.
After the site is launched, Company's site administrator can upload preferred
hotel rates and information directly from a PC using a simple web interface from
the Corporate Administration module. This instant upload capability also
provides automatic error checking with an audit trail, a viewable log file and
an automatic archive copy of the replaced databases.
Information about hotel amenities comes directly from the CRS. A typical display
shows available room type(s), amenities, food services, pricing and directions
from the airport in map and text formats. Amenities included in Company's
negotiated rates can also be displayed, if provided to ITN in the proper
database format.
2.2.2.3 Negotiated car rental rates
All negotiated car rental rates are stored in the ITN database. During
implementation, the ITN Professional Services Organization inputs all
information, appropriately configured, so that Company's negotiated rates will
apply
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consistently at point of sale. ITN will configure the screen display to reflect
negotiated rates in the manner Company selects.
2.2.3 Preferential displays of preferred vendors
Preferred air carriers and car rental companies can be designated by color,
enlarged font and/or asterisks. Primary, secondary and territory preferences can
be designated by separate colors. All preferred air and car suppliers may be
designated by enlarged font sizes. Similarly, "non-preferred" can be edited out
of the display to ensure the traveler does not view their availability.
Preferred hotels are marked by an asterisk.
ITN Global Manager can dynamically alter the display of airline options based on
hierarchical order or individual market situations. For example, the system
allows Company's administrator to establish primary, secondary and tertiary
airline display preferences on a global (all city pairs), hub (all flights into
and out of a given city) and city-pair basis. This enables Company to prefer one
or more airlines for all city-pairs except for individual market situations
where alternate airline preferences are desirable. Airlines can also be deleted
from display to prevent user selection altogether.
ITN Global Manager can alter the display of available hotel selections to prefer
negotiated hotel properties and rates when users require overnight
accommodations.
ITN Global Manager can be biased to display only preferred car rental companies
and Company's negotiated rates to guarantee compliance to the organization's
travel policy and maintain supplier commitments.
2.3 travel policy controls
2.3.1 Travel policy configuration options
The online system features a sophisticated array of travel policy capabilities
that permit the site administrator to enter all facets of the organization's
travel policies without any limit to the number of travel policies. The system's
capabilities are so strong that every user could actually have their own custom
travel policy and policy authorizer.
System behavior can be configured to:
. Prevent users from finishing itineraries that are out of policy.
. Require the user to select from a list of configurable reasons for being
out of policy.
. Require the user to request the system to forward an email to their
specified policy authorizer requesting permission to deviate from policy.
. Ask the user to choose from a list of configurable policy authorizers.
Based on the behavior selected, reservations can be booked and travel documents
delivered or ticketing can be withheld until permission to deviate from company
guidelines is received by the host travel agency. Support for pre-trip travel
authorization is also supported.
Specific travel policy configuration includes provisions for the enforcement of
airline, hotel and car rental policies with the following filters:
Airline
. Supersonic airline travel
. First class travel for international or domestic trips of X hours flight
duration
. Business class travel for international or domestic trips of X hours flight
duration
. Requirement for using penalty, advance purchase, non-refundable tickets
. Requirement for taking connecting flights due to lower fares
. Mandatory use of up to three preferred airlines for each city pair or hub
. Required use of a lower fare itinerary option featuring $X in savings
compared to the user's selected itinerary and based on a policy window.
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Car Rental
. Enforce maximum car size
. Enforce preferred car rental company.
Hotel accommodations
. Enforce use of preferred hotel properties when available
. Enforce maximum hotel costs for any city.
Additional provision is provided to create travel policies that contain
conditions, which must be present in the user's itinerary, before they are used
to evaluate the user's booking selection. These conditions include:
. The user's company, division or department as it appears in the user's
profile
. A specific city pair or hub city
. A set of countries, from a list of country sets, that can be defined by the
administrator
. A specific airline, hotel chain or car rental company
. A time of day or date range.
2.3.2 Out of policy compliance
If an out-of-policy booking is made, a field will appear on the itinerary review
page requiring an explanation for the trip. Information entered into this field
can be stored in the user's PNR and with the user's booking information
contained in the ITN Global Manager database. The reason codes can be customized
to match the ones currently used by Company's travel agency and/or travel
policy.
The system can also be configured to allow out-of-policy bookings, but enforce
the selection of a reason code and notification of a supervisor. Finally, the
system can enable ticketing without approval or be set to re-queue approval
prior to ticketing.
2.4 access to profile information
2.4.1 Secure access to profiles
User profiles are secured by the user's login ID (username) and password. By
enforcing unique usernames and username/password combinations, one-way
encryption of passwords and maintenance of separate logical databases for each
corporate customer, ITN offers a highly stable environment for the storage of
sensitive user information.
2.4.2 Profile updates by travelers
Users have full access to online profiles through a web interface that allows
them to update their personal information or preferences at any time.
2.4.3 Profile updates by HR data feed
Currently under construction with a targeted implementation for later this year,
ITN's online system will provide an administrative interface for importing and
parsing new and updated profile information from any source using XML formatted
strings.
2.4.4 CRS Profile Synchronization
ITN's system supports automatic updating of users' CRS profiles based on the
contents of their online profiles. This configurable feature permits Company's
administrator to select which CRS profile fields to synchronize and the formats
applied by the online system. This feature is available on Apollo today and will
be available in the future for other CRSs.
2.5 INTEGRATION WITH EXPENSE REPORTING SYSTEMS
ITN's online reservation system supports all electronic expense reporting
systems because of its ability to stream reservation information to third party
servers. Our data strings use the industry standard XML format. Information from
ITN's system is imported into the expense reporting system of Company's
selection, then parsed and loaded into individual traveler accounts. ITN would
need to understand Company's format requirements before a time frame for
integration could be established. This feature is currently under development.
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2.6 seat selection capability
ITN Global Manager offers either an HTML or Java applet seat mapper that permits
users to select airline seats for each flight segment as one of the last steps
in completing their reservations. This application displays a seating
configuration diagram, appropriate for the aircraft, indicating available seats
and premium seating.
2.6.1 Seat maps
The user is presented with a graphic representation of the aircraft seating
configuration for each flight segment in their itinerary. This functionality is
limited only by those carriers that do not support CRS-based seat selection or
choose to withhold electronic seat selection for a given flight.
Users select from seat icons, arranged as they appear on the aircraft,
representing seating available for their selected class of service. The system
will alert users to requirements for choosing a premium seat, such as membership
in the airline's frequent flyer program, if they select a seat for which they
are not eligible. Only a simple mouse click is required to make a selection.
Use of the seat map feature is not required, however, to secure pre-assigned
seating. ITN Global Manager will also automatically request seats based on the
seating preferences stored in the online profile when this feature is not
available or users choose to forego it.
2.6.2 Flight upgrades
The online system does not support class of service upgrades other than those
entered into the airfare contract editor. It should be noted, however, that many
corporate customers provide the ability for the user to request flight upgrades.
These user requests can be embedded into the reservation PNR for follow-up by
the host travel agency.
2.7 user friendliness and mistake-proof
2.7.1 System intuitiveness
ITN has consistently maintained the philosophy of developing products that are
intuitive and user-friendly, requiring little, if any, user training. If
travelers have difficulty with a specific section of the system, ITN alters the
system to make it more intuitive for users to comprehend and to keep mistakes to
a minimum.
ITN also employs a staff of three full-time Quality Control Engineers whose
principal functions are to:
. Validate new functionality prior to its general release.
. Verify compatibility with each of the browsers currently supported by ITN.
. Research and coordinate the correction of any feature that fails to perform
as designed.
Additionally, ITN performs random user tests of current functionality and
features under development. Participants are selected based on their level of
familiarity with both the Internet and ITN's online system. ITN includes novice,
casual and experienced volunteers from both current and new customer
corporations specifically to identify system and interface bottlenecks.
2.7.2 Enhanced GNS placename and error handling
When the user submits an inquiry for availability, the system attempts to match
or correct these to correspond with those in the Global Name Server (GNS)
required by the CRS. The GNS is a database of known city codes, airport codes,
placenames and lists of associations between placenames and city/airport codes.
If the user enters information that is not an exact match, the system will
respond by substituting an appropriate or pre-determined city/airport code
corresponding to the user's placename entry and forwarding it to the CRS. If
multiple matches exist, the system returns a display of matching placenames to
the user with a request for a more specific entry. If a match does not exist,
the system assumes the entry is misspelled, performs several spell-checking
routines and re-attempts to find a match. This continues until all spell
checking routines are exhausted, i.e., fail to arrive at an appropriate
substitute. If unsuccessful, the user receives an error page with instructions
to try again.
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2.8 trip templates
2.8.1 Creating frequent trip templates
ITN Global Manager presents users with the opportunity to name and save
itineraries as Trip Templates each time a new reservation is created or changed.
These templates can also be created from the user's list of previous
reservations or saved even without completing or confirming a reservation.
2.8.2 Stored itineraries for repeat trips and trip templates
Trip Templates represent reusable itineraries that feature the air, car rental
and hotel selection of a previously booked reservation. When users click on a
trip template, they need only add new date information, and all elements of the
reservation will be booked with policy and fare checks administered. This brings
the booking time down to under one minute for a complete policy compliant PNR.
Additions or deletions of car, hotel, etc., can be made on the itinerary review
page.
2.9 24-hour accessibility
Multiple layers of redundancy have been engineered into ITN's system to provide
24x7 user accessibility. Our existing data center has not experienced a "hard"
down within the last six months.
For example, ITN contracts with three national Internet Service Providers to
maintain constant accessibility to the web. Three sets of redundant routers,
connectivity to multiple CRSs, multiple data lines to each CRS, over a dozen
mirrored servers operating in rotation, and a second complete redundant site
offer the highest level of assurance that ITN Global Manager will available to
Company users when they need it.
Additionally, ITN maintains onsite, around-the-clock technical support to
troubleshoot and initiate contingency plans when unique, unforeseen situations
occur that adversely affect the system's responsiveness to user needs.
2.9.1 System reliability and redundancy
The ITN data center is designed to be reliable against hardware failures, power
outages, A/C failures, and mini-disasters. The ITN reservation system is
designed to be fault tolerant against local power outages, phone line failures,
natural and man-made disasters.
ITN's system is designed with the following goals:
. There is no single point of failure in the system.
. The system remains fully operational (with minimal interruptions) despite
the total failure of one ITN data center.
. The system remains operational (with minimal interruptions) with up to two
communication link failures. The communication links are designed so the
failure of a regional telephone system will not impair the operation of the
ITN reservation system. In particular, ITN's system is fault tolerant
against the complete failure of Pacific Bell, the local telephone company's
infrastructure.
. The system will remain fully operational when any single piece of equipment
either fails or loses power.
. In the event of any component failure in an ITN center, the time to replace
the failed component is under two hours. This is implemented by having
adequately trained personnel available on-call and adequate stock of
critical spare parts.
. ITN data centers are completely isolated from the local power supply.
. The database system utilizes both RAID level 5 disk redundancy and real-
time mirroring in order to fully ensure data integrity.
. ITN maintains multiple connections to each CRS system. Each connection is
hosted by a distinct CRS gateway machine, thereby increasing the overall
reliability.
2.9.2 Future capacity planning
In a web-based environment, speed and reliability are critical to creating a
high level of customer satisfaction. To achieve even higher levels of
performance and reliability, ITN is also
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deploying transaction processing centers at geographically diverse locations to:
. Provide additional insulation from natural disasters, network interruption
or local telecom disruptions.
. Minimize network delays between customers and the ITN data center.
. Create the "shortest path" between the consumer and the supplier.
The ITN data center is currently run out of our Palo Alto, California
headquarters and we are in the process of establishing a second facility in
Santa Clara. Within six months, ITN will also be building a third facility
located on the East Coast. Long-term plans call for another center to be added
in a strategic European location. The addition of these multiple redundant sites
will increase the speed of response for all customers worldwide, provide
additional layers of dependability, and add to the long-term scalability of the
system.
ITN strives to operate at 30 percent or less of total capacity. These additional
centers will enable us to more easily increase the number of customers without
compromising this level of performance.
2.10 PC and laptop environments
Company's travelers can access ITN Global Manager from anywhere in the world
provided they have access to the Internet and an ITN-supported browser--either
Internet Explorer version 3.02 or higher or Netscape Navigator version 3.0 or
higher. System performance between a desktop user networked to Company's
intranet and a laptop user dialing in to Company's network remotely may differ
according to connection speed and routing complexity.
2.11 low fare search
A fundamental function of ITN's system is to perform a low fare search on all
coach class itinerary selections. If lower airfares exist, based on parameters
set by the site administrator, the user is presented with up to three alternate
itineraries. Low fare search typically adds three to five seconds to the
reservation process.
Users can complete a reservation with a minimum of steps while being advised of
Company's preferred suppliers and rates. The steps involved in this process
include:
. ITN's system displays faring options both one-way and round-trip. The user
would request the proposed itinerary.
. The system would return segment by segment availability to the user with
segment pricing displayed.
. The user would click on the requested flights.
. The system then "books" the requested segments and prices all preferred
vendor contracts at that time.
. A low fare search is run on the record and alternative pricing options will
be returned to the user with his/her selected priced itinerary.
. The user then chooses from the best option returned.
The air selection process may take one to two minutes, and it fully ensures that
all "best fare options" within Company's policy and supplier preferences have
been provided to the traveler.
2.12 user "what if" scenarios
Many companies enforce the use of preferred airlines through their travel
policies. However, some ITN customers recognize that there are times when
potential cost savings are not worth it--for example, if using the preferred
airline will cause a major delay or inconvenience to the traveler and, in doing
so, jeopardize the purpose of the trip.
ITN Global Manager gives users the ability to override preferred airlines with a
lower-priced itinerary. Company's site administrator can control the
circumstances under which these exceptions are allowed (e.g., same day travel)
or set a threshold on the level of cost savings (e.g., at least $400 less than
the lowest preferred flight).
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For example, ITN Travel Policy Editor can now be configured to allow users to
choose a direct flight that is available, but not preferred, over a connecting
flight on a preferred airline. Travelers who choose these flights, within the
administrator's pre-defined parameters, would not be considered "out of policy."
The system may also be configured to search for alternate airports for both
departure and destination cities, in order to obtain the lowest fare. Some
examples include:
. Boston can include Boston, Manchester, NH and Providence, RI.
. Los Angeles can include LAX, Burbank, Ontario and Orange County.
. New York City can include White Plains, Newark, La Guardia and JFK.
2.13 Leisure travel
Many ITN customers extend the use of ITN Global Manager to handle personal
travel for employees. Limits are generally imposed only by the nature of a
customer's negotiated air, car rental and hotel pricing agreements, since some
contracts restrict the use of discounts to company travel.
In such cases, several customers have paid an additional fee for a leisure-based
site for their employees' personal travel and configured this site so it does
not allow the use of restricted contract rates. A few customers have also placed
a hyperlink on their ITN Global Manager home page that forwards the user to
ITN's public site to book personal travel. This hyperlink can be added to
Company's site at no additional cost.
An optional feature, called secondary profiles, can also be enabled on the site
and permits the user to create up to nine additional second-level profiles for
family members, associates and friends. Using secondary profiles, users are
provided with a method of making reservations for non-users. When enabled by
ITN, the site administrator controls the use of secondary profiles.
2.14 capture of all information
2.14.1 User access to PNR information
The user can display a reservation, as it currently appears in the host CRS,
anytime they choose to review a previous, unused booking. For example, if the
user builds a reservation with the online system and subsequently changes or
cancels the reservation directly with the travel agency, any change or the
cancellation is presented to the user when reviewing their previously booked
itinerary. This scenario assumes only one agency using one CRS is operating on a
single site.
2.14.2 Travel policy exceptions
ITN Global Manager presents a unique solution to tracking and enforcing air, car
rental and hotel travel policy compliance. Company can capture essential
itinerary information for later analysis and customize the system's behavior
whenever travelers exceed company guidelines.
Every reservation is compared to the company's travel policy. When a non-
compliant booking is created, the system can require the user to select from a
set of customizable reasons, request permission to deviate from policy or go
back and make a policy compliant reservation. Pre-trip approval can also be
established requiring the user to request permission for ticket issuance
regardless of the itinerary's policy compliance.
The system then enters the following information into the PNR to allow for
travel agency reporting:
. Lowest airfare offered to the user
. Airfare selected by the user
. An agency customizable code to indicate the reservation's policy compliance
or reason for non-compliance
. The user's justification for taking the trip.
Additional information regarding the traveler's compliance to car rental and
hotel guidelines can also be inserted into the reservation record. All PNR
entries will follow the host agency's current format guidelines to prevent the
need for post reservation processing by a travel agent.
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2.13.3 Total PNR Acquisition
Total PNR Acquisition, a recently developed feature, permits customers to
acquire reservations booked offline, at their host travel agency. Data from
acquired reservations is automatically available through the system's online
data exploration tool, Global Observer. Significantly, this feature also permits
users to "claim" offline reservations and have them available for review,
modification or cancellation.
2.13.4 Data streaming to third parties
Other than the data elements contained in the PNR, ITN Global Manager can also
be configured to forward reservation data, using a .CSV file format, to any
third party system on a regularly scheduled basis for an additional fee. This
data stream will contain all elements of the traveler's PNR, including name,
organizational information (division reference, department designation, employee
number), pricing, fare class, travel dates, pickup and drop off dates, check in
and check out dates, supplier names, currency type, phone numbers, charge card
type, charge card number, PNR type (new, changed, cancelled) and record content
(air; air, hotel; air, hotel, car; air, car; etc).
Complete instructions and an explanation of ITN's data stream structure--field
names, sequence, header message, etc.--will be provided upon request. Company's
supplier would be responsible for parsing the stream, extracting fields of
interest and discarding the rest.
2.14.5 Online business intelligence
As a competitive strategy, ITN has chosen to focus on providing business
intelligence (BI), and not reporting. Reports are static presentations of
information based on data that is already stale by the time it is needed. ITN's
Global Observer provides our customers with a solution that gives them
interactive, real-time access to critical data.
Global Observer's set of online analytical processing (OLAP) tools, powered by
COGNOS--the industry leader in BI with over 500,000 installed users worldwide--
enables managers to retrieve information in the form of multi-dimensional data
views.
The site administrator has access to our online interactive data exploration
tool featuring summary and detail information on the site's reservations. The
online tool permits the sorting and downloading of all data elements, including:
. Traveler name (transaction level views only)
. Employee # (transaction level views only)
. Department number (dependent upon profile information)
. Travel date
. Booking date
. Origination and destination
. Time of travel
. Total purchases: airline, car rental, hotel
. Travel supplier: airline, car rental, hotel
. Cost of ticket (transaction level views only).
Administrators can analyze details relating to all types of system usage,
including the top 50 routes traveled, air, car and hotel bookings and purchases,
cost per mile, and ATP.
2.15 local city information
ITN has developed third party content partnerships with Rough Guides, which
offers up-to-date travel information for over 4,000 destinations, and Vicinity,
which offers general maps and driving directions.
ITN's interactive mapping information, offered through Vicinity, permits users
to enter location addresses to produce highly detailed, printable maps and
driving directions that feature local landmarks, hotels and major roadways.
Mapping is available for an additional licensing fee. Driving directions are
accessed by clicking on the Directions button in the hotel availability display.
2.16 coordination with multiple travelers
ITN Global Manager allows the assignment of registered users to serve as travel
arrangers.
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Travel arranger functionality must first be enabled by the Site Administrator.
Once enabled, travelers may proceed to identify particular individuals to be
their travel arranger(s). Profiles of travelers may contain the names of those
individuals authorized to book their travel.
To arrange travel for others, travel arrangers select the name of the
appropriate traveler from a drop-down list featuring each of their travelers
prior to searching for flight, car rental or hotel availability. As the
itinerary is built, ITN Global Manager prepares the reservation using the
information and personal preferences associated with the selected traveler.
Travel arrangers, who book travel for one or more travelers, can book a
reservation according to the preference of the traveler, but will not have
access to the profile to make changes.
2.17 ITINERARY CONFIRMATION
Each reservation completed online is automatically and immediately queued to
Company's host travel agency, pre-formatted with the same type of information
normally captured by the reservationist. Company users can also send itineraries
directly through the system to three different email addresses, including their
own.
ITN Global Manager can also be configured to automatically forward a copy of the
user's itinerary to a pre-established travel authorizer, regardless of the
reservation's policy compliance. Using a built-in messaging system, the
notification includes the user's complete itinerary, trip purpose, and if it is
also outside of company guidelines, an explanation for deviation and the amount
of additional costs, compared to travel policy, associated with the trip.
2.18 PROBLEM RESOLUTION
2.18.1 Online help and documentation
ITN can offer Company the following documentation to assist users of ITN Global
Manager:
. A comprehensive online help system structured in a similar manner to the
help systems available on most Windows-based applications. Users can select
a help topic from a Table of Contents or alphabetical Index simply by
clicking on the Help menu. ITN designed the system to be content-sensitive,
so the Help page responds with documentation related to the same booking
page and/or function the traveler is trying to use.
. An additional online help system is currently being prepared for release
for system administrators.
. A "quick reference guide" similar to what a customer might see for a new
voice-mail system.
. The standard ITN help manual presented either "as-is" or customized with
Company's branding.
There is also a Comments section on the booking page where users can send
messages to the travel agency if they require special assistance.
2.18.2 Technical customer support
All ITN products are backed by a fully trained customer service center located
in ITN headquarters in Palo Alto, California, that is available to Company's
contact 24 hours a day, seven days a week at no additional cost. The individuals
in this department have skill competencies in the airline and travel industry,
customer care/support training, and technical knowledge of the ITN product. The
support center can be reached via email or by telephone via an 800-number and
can solve problems, in real time, regarding the booking system.
ITN operates an Automatic Call Distribution (ACD) system to facilitate the
handling of customer calls. Each customer support technician has their own queue
to accelerate response time.
Once alerted to a problem, a customer service technician will immediately go to
Company's site, analyze the reported problem and take corrective action. Every
problem is different, but in general, ITN is able to resolve most problems very
quickly, within a 30-minute time frame. Problems that require software to be
rewritten do not occur frequently, but would require a longer period of time to
resolve.
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ITN will also provide Company access to second level technical support. The
Technical Support team, being formed in Q3 1999, contains strong technical
skills and is very experienced in implementing, customizing and administering
the ITN solution. This group will respond to technical issues raised by the
Company site administration personnel during implementation and customization of
the product.
2.19 cultural information on international destinations
ITN offers Travel Guide for extensive, up-to-date destination information for
every country of the world. Our database includes references on culture,
climate, business practices, local social norms, visa/passport requirements,
public holidays, personal health precautions, and lists of duty free items.
2.20 support of global solution for multi-national travel management
ITN Global Manager is already fully implemented by corporate customers in
countries outside the U.S., including Texas Instruments, Nokia and Credit Suisse
First Boston in Europe. In addition, ITN's system is actively handling
transactions with customers in Asia and Latin America.
ITN is also constantly enhancing the user interface to support more localization
for international use of ITN Global Manager. With ITN's recent 4.1 release, we
have added a set of configurable display options that allow both the site
administrator and the user some degree of control over the system's presentation
of dates, times, distances and currencies to coincide with local norms, provided
this is available in the CRS.
2.21 User feedback and information
Company's site administrator can customize and instantly update messages to
users as part of the Administrative function. Messages may be written in either
plain text or HTML formats. Updates to greetings (e.g., the Welcome message) and
instructions (e.g., "don't rent a car when going to the Manhattan office") can
be changed as often as needed.
Company users can click a Feedback button on the ITN Global Manager home page to
contribute information about certain destinations and suppliers. This feedback
is routed to ITN and accessible to a designated Company employee where the
company is free to share and distribute the information to others.
2.22 trip cost estimates
ITN Global Manager can be configured to prohibit an out-of-policy booking from
being completed without approval, or prohibit an out-of-policy ticket from being
issued without approval.
The user is always given a fare quote prior to booking on any requested
itinerary. Travelers can also create and save itineraries that give real time
costs for air, car rental and hotel, using any applicable rates, without
completing the booking process.
2.23 automated trip approval process
ITN Global Manager can be configured to automatically forward a copy of the
user's itinerary to a pre-established travel authorizer, regardless of the
reservation's policy compliance. Using a built-in messaging system, the
notification includes the user's complete itinerary, trip purpose, and if it is
also outside of company guidelines, an explanation for deviation and the amount
of additional costs, compared to travel policy, associated with the trip.
Authorizers then email-forward their approval or rejection of the pre-trip
request to the designated agency to permit or deny issuance and delivery of
travel documents.
2.24 operational information
ITN's next product release, version 4.2, is scheduled to include the following
functionality:
. Flight information: This feature, limited to the top 20 major carriers in the
CRS, will permit users to quickly determine the status of an upcoming flight.
Information such as gate assignment, current arrival/departure times and
assigned baggage claim carousel
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will be presented in the display, when provided by the CRS.
. Weather integration: This feature will permit the dynamic inclusion of five-
day domestic and three-day international weather forecasts, airport delay
information, and monthly rainfall and temperature averages on any system
page.
2.25 additional information
2.25.1 Y2K compliance
It is the intention of Internet Travel Network to only develop software that is
"Year 2000 Compliant," meaning that the software developed by the Company
("Software"), including ITN FlightRez, ITN Global Manager and ITN E-Partner
products, when used in accordance with the relevant documentation, is
substantially capable of correctly processing, providing and/or receiving date
data corresponding to dates during and after the year 2000 in substantially the
same manner and with substantially the same functionality and performance as
pre-year 2000 date data, provided that, where applicable, Software receives
accurate date data from third party software, hardware, systems, or equipment.
The Company is not responsible for any failure of the Software to correctly
create or process date data if such failure results from the inability of any
software, hardware, systems, or equipment of any third party (including any
underlying database engines, operating systems, or drivers) to correctly create
or process date data.
In February 1999, ITN has completed testing the Software with respect to its
ability to successfully book air, hotel and auto travel with departure and/or
arrival dates in the year 2000. The tests were conducted using connections to
all five major CRS vendors: Amadeus, Apollo, Galileo, SABRE and Worldspan. Tests
were made across more than 12 air carriers, 24 hotel chains, five auto rental
chains and three credit card companies, demonstrating to our satisfaction that
the Software, independent of the GDS systems, does not have problems conducting
travel bookings for the year 2000.
Issues identified during the testing suggest isolated difficulties confined to
specific hotel chains, European auto rental agencies or European air carriers.
ITN will not release the complete results of its testing in deference to the
companies whom we know are actively working to solve year 2000 problems within
their own Global Distribution Systems. ITN has also used test credit cards,
where possible, with expiration dates in the year 2000 and found that the
bookings functioned correctly in most of the GDSs.
2.25.2 Secure transactions
ITN servers support SSL encryption for secure electronic commerce. User
preferences and charge card data are applied to the booking process behind the
scenes and only partially exposed to the Web on the Itinerary Review page. When
the user chooses to complete a reservation, personal and charge card information
is accessed from the user's profile and transmitted to the host CRS using ALC,
X25 or TCP/IP connections. This eliminates the need to expose charge card
information to the Internet environment.
By comparison, ITN's security of user and company information far exceeds the
measures taken by even the largest travel agencies, which store data in the
clear with their host airline CRS. Significantly, this can permit accessibility
of sensitive information to every employee at every office within the agency's
network of offices and to a host of employees at the CRS and its airline
parents.
2.25.3 Data and network security
To protect user data from unauthorized access, ITN provides strong security
measures from all external threats, including the Internet, intranets and
unauthorized access to ITN facilities with the following measures:
. ITN makes extensive use of firewalls throughout the organization to separate
the data center from the Internet, Intranets, and other parts of the company.
. URLs are scrambled and authenticated.
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. Client databases reside on a private network.
. ITN maintains separate logical databases for all customer profiles.
. Technical staff are restricted to specific partitions with password-level
access on ITN's Oracle8 databases.
. Only a select group of ITN employees have access to the databases and
servers.
. ITN maintains secure communication links between data centers.
. ITN encrypts important database information.
2.25.4 Back-up capabilities
ITN is committed to providing access to, and use of, the ITN Global Manager
reservation system at least 95 percent of the time, as measured on a month-to-
month basis. Actual uptime is closer to 99 percent.
There is no single point of failure within the ITN operations environment. From
ISP connections to internal hardware, database systems and critical processes,
any single system can fail or shut down and its functions will immediately be
assumed by a redundant system.
In addition, ITN employs the latest commercial database and other redundancy
techniques and products (from Oracle, Cisco, BEA and others). ITN is also
designing a number of new technologies to guarantee ever increasing levels of
availability.
3. approach and work to be performed
3.1 Implementation plan
ITN assigns a team to manage project development and implementation. This team
is comprised of travel and technology industry professionals with extensive
backgrounds in travel management and CRS, Internet and software organizations.
Each major implementation effort at ITN is managed by an experienced member of
ITN's Professional Services Organization management staff. This manager will:
. Develop a customized project plan for Company's approval.
. Keep Company informed of the project's status.
. Ensure Company's specific system requirements are built into the site.
. Ensure the site will be compatible with Company's agency.
. Ensure that the system continues to meet Company's requirements on an ongoing
basis.
The Senior Sales Director and a program consultant from the Professional
Services Organization will manage the corporate partnership between ITN and
Company. Post-implementation, the program consultant will share industry-leading
best practices and benchmarks with Company, enabling the organization to learn
and benefit from the experience of others. The program consultant will help
Company develop statistical analysis models to measure adoption rates and cost
savings. Company may also engage ITN adoption consultants to develop creative
strategies to increase travelers' use of the system and provide training.
3.2 Schedule
3.2.1 Project schedule
Upon contract award, ITN will produce a project plan incorporating the specific
tasks, timelines and project dependencies required to implement Company's site.
A typical schedule and responsibility breakdown for both ITN and Company is
provided below.
The ITN program consultant will be responsible for the following tasks:
Week 1
. Creating the site.
. Assigning login and password.
. Configuring agency information to enable basic functionality.
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. Configuring site per options determined by client.
. Forwarding a PNR formats document to client.
. Forwarding hotel preferred property database template to client.
. Forwarding a user database template to client.
Weeks 2 and 3
. Working with client team to compile complete list of requirements.
. Doing a site walkthrough.
. Determining customization requirements for air, car and hotel features.
. Specifying site interface changes.
. Preparing a detailed customization plan for Production to schedule.
. Identifying items that need development and forwarding this list to
engineering to schedule.
. Reviewing and identifying configurable implementation items per vendor
contracts and PNR formats.
. Preparing an implementation plan that outlines project scope, work required,
activity list and a defined set of functional deliverables per requirements.
This includes timelines for each activity, cost estimates if applicable,
additional resource requirements, schedule for the work, and test checklists
for user acceptance.
Weeks 4 and 5
. Preparing Conditions of Satisfaction document.
. Loading air and car vendor contracts.
. Loading hotel preferred property database.
. Loading user database.
. Configuring administrative controls of site as required.
. Delivering site customization to alpha per Production plan.
. If functionality is developed, providing daily status and progress reports.
. Alpha testing site functionality according to user acceptance test plan.
. Delivering site to beta for testing.
Company will be responsible for providing the following information and/or
performing these tasks:
Week 1
. Contacting Company's CRS Account Representative to obtain a new Pseudo City
Code and TA Pool.
. Enabling low fare search capability--if chosen as an option--on the new
established Pseudo City Code.
. Informing ITN once the Pseudo City Code is functional.
. Establishing bridge access.
. Determining site access method--Internet or Intranet--and informing ITN if a
dedicated line is preferred.
. Determining user access to system: password restricted; open site; specific
users only (database provided).
. Determining secure server usage options.
. Providing list of key contacts at Company for the project.
. Determining beta period with targeted number of users and timeline before
going live.
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Weeks 2 and 3
. Providing graphics and content for customization purposes.
. Providing PNR formats document.
. Providing five (5) sample PNRs.
. Providing five (5) sample CRS profiles.
. Ensuring all CRS profiles have the same fields.
. Ensuring the naming scheme in the CRS Profiles is compatible to automation.
. Providing Company's travel policy.
. Providing air and car vendor contracts.
. Providing hotel preferred property database.
. Providing user database.
. Providing proposal of needs, customization, and development requests for
short, mid and long term with priority levels.
Weeks 4 and 5
. Beta testing customized site according to user acceptance test plan.
. Signing off on Conditions of Satisfaction document.
3.2.2 Training Schedule
ITN's experience and industry leadership have shaped our approach to training
for online booking technology to lead to quicker implementation, swifter
employee acceptance and adoption, and faster realization of the benefits Company
expects from the deployment of ITN Global Manager.
ITN offers a unique modular approach to training, and directs training resources
to three key audiences--Company's travel management administrators, designated
agency operations staff and internal support desk. ITN can also assist with
training Company's travelers and travel arrangers. This effort is managed by a
program consultant in the Professional Services Organization who can determine
the right training media and match these materials and programs to Company's
culture and demographics.
The program consultant can include a training plan as part of Company's
implementation project plan. A typical training plan establishes dates for
training to be conducted after initial configuration of the site and prior to
launch for each targeted audience. Training for Company's travelers/travel
arrangers requires a customized solution set that incorporates change management
initiatives, train-the-trainer initiatives, and direct sessions where possible.
This can be both pre- and post-launch, as well as an ongoing basis as Company
tries to reach its adoption goals.
3.3 Ongoing SITE maintenance and new releases
3.3.1 Site maintenance
3.3.1.1 Loading and Updating Preferred Airline Rates
An ITN program consultant will load all of Company's negotiated airline
discounts into our system. As the complexities and hierarchy of loading airline
rates is best managed by a trained professional familiar with the ITN system,
any new agreements as well as the ongoing maintenance of the airline agreements
must be managed by the ITN program consultant.
3.3.1.2 Loading and Updating Negotiated Hotel Rates
ITN provides every ITN Global Manager customer with a simple layout (text file
or spreadsheet) format to receive negotiated hotel rate information. Company
will input basic information into the spreadsheet including:
. Hotel name
. CRS property code
. Negotiated rate(s)
. Validity dates.
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An ITN program consultant then imports this file into the hotel database for
Company's site. Updates and modifications to the negotiated properties list can
be made by Company's site administrator through an update to the spreadsheet.
The ITN program consultant then imports the updated spreadsheet to Company's
booking site, and the new rates become effective immediately.
3.3.1.3 Loading and Updating Policy Parameters
Typically, an ITN program consultant will assist Company in the initial
configuration of its primary and secondary travel policies. Policies, however,
can be loaded and changed at any time by Company's site administrator.
3.3.1.4 Creating and Modifying the Site's Appearance
Company's site administrator can make modifications to the site announcements
page, background colors, highlighting of preferred vendors, some text changes
and font size modifications. Major page modifications, text changes, and
placement of custom graphics is coordinated by the assigned program consultant
and handled by ITN's Web Production department.
3.3.2 New releases and application upgrades
ITN has a formal software development and engineering implementation process
that is customer focused and customer driven.
ITN conducts client forums on a regular basis to obtain input and share
concerns, brainstorm development ideas and determine where the industry and
technology are headed. These client forums help ITN shape site development to
provide leading edge technology.
An ITN program consultant will work with Company to benchmark performance and
successes across your customer base. The program consultant reports this
information back to Company and can help develop programs and initiatives to
optimize current and planned development efforts.
Once the Company site is accepted and released, ongoing enhancements and
development will also be managed the an ITN program consultant. Communication
between Company and the program consultant is critical to the success of
Company's site. The program consultant acts as the liaison between Company's
team and the ITN Product Development group to formulate development requests,
translate those requests into functional specifications and, eventually, into
live product releases.
The ITN program consultant will communicate the availability of all software
releases and user interface enhancements with Company. Should Company be
interested in the enhancements ITN is developing, we will create a beta test
site for your evaluation and then perform a complete QA test cycle on the new
functionality. After an acceptance test period is over with formal quality
assurance testing standards, and when mutually agreed upon, ITN will release the
update to the live servers for Company customers.
3.4 system requirements
ITN Global Manager is a web-based application and has no hardware hosted in
client locations. The Internet provides a standard platform that is not impeded
by differences in hardware or software between companies and users.
ITN considers the Internet/intranet (non-distributed) based platform to be more
robust than a distributed version. By outsourcing Company's online travel
service to ITN's service bureau, ITN assumes primary responsibility for the
support and administration of our application, and automatically makes all
installations and upgrades to the system at our data center.
Since ITN's system is interfaced through the World Wide Web through a common
browser, ITN Global Manager is completely platform independent and can be
accessed from all significant operating systems on the market today, including
those designed for the IBM PC, Macintosh, Unix and others.
-59-
<PAGE>
EXHIBIT L
GT Pipeline Definitions
-60-
<PAGE>
<TABLE>
- --------------------------------------------------------------------------------
<S> <C>
100% A contract signed by all parties received by ITN contracts
administration.
95% The client has a final contract (approved by client's legal
counsel) in hand and has promised to sign it by month's end.
90% The client has a final ITN contract in its possession and
indicates we are the selected vendor.
80% Competition is eliminated and the client has publicly selected
ITN as its vendor.
75% Client has given us Verbal indication that ITN will get the
business
65% Champion identified and wants ITN. As a result of the proposal,
the prospect has given us the name of other decision makers &
legal counsel and sponsors our presentation of sample contracts
for legal review.
50% Final proposal has been presented in a face to face sales
call - Competition or other barrier still active.
45% A "Red Pen" meeting was conducted with the salesperson leaving
with a marked-up draft of the proposal and new information about
the client. The client indicates a feeling of ownership of the
proposal and a willingness to Sponsor it forward.
40% As a result of the ITN location meeting, prospect has asked for
a formal proposal and shows high interest in supplying the
information needed to create one.
35% Prospect agrees to attend a briefing on ITN services. We confirm
that all prospect personnel involved will attend.
25% As a result of onsite sales calls and demo, prospect indicates
that ITN appears to have solution. Sales feels this prospect is
qualified.
- --------------------------------------------------------------------------------
Commit Status
AA in Signed and received by ITN
A A Committed (Sales rep) deal for month identified, Active
contract negotiation in process
B Backup deal for timeframe committed, Competition eliminated,
Verbal agreement by customer, Contract presented
C Champion identified and promoting ITN, Competition is active or
other barrier exists
P Prospect offers solid opportunity
Lost Lost to competition
Suspect Appears to be inactive or not going to move forward in
reasonable timeframe
- --------------------------------------------------------------------------------
Contract Status
Full Full Accepted completed contract - no pilot stage or
acceptance/pilot stage is completed
P to F Existing Pilot Moving from Pilot to Full contract status in
timeframe outlined
Pilot Pilot contract - Sole Source (even if an ITN Pilot to Full
Agreement)
SSP-LOU Sole Source Pilot Letter of Understanding
CP Competitive Pilot
- --------------------------------------------------------------------------------
Sales Directors:
CB = Chris Bene, CD = Chuck DiMeglio, DC = Dave Cooney,
JE = Jeri Epstein, SH = Sally Hendron, BH = Bill Hogate,
GJ = Greg Jones, CLR = Cathy Ladd-Rodgers, TL = Tod Lockard,
MM = Mike Miglio, SS = Steve Soto, LS = Lori Speigl,
JT = Johnny T
- --------------------------------------------------------------------------------
GDS:
Amadeus = A, Galileo = G, Sabre = S, Worldspan = W
- --------------------------------------------------------------------------------
AGENCY
Amex = AM, Carlson = CW, Rosenbluth = RB, Maritz = MA,
Sato = SA, Travel & Transport = TT, Other = OT, In House = IH
- --------------------------------------------------------------------------------
</TABLE>
-61-
<PAGE>
EXHIBIT M
The "International 350"
-62-
<PAGE>
Rank Company Revenue HQ
1 $161,315 US
2 $154,615 International
3 $144,416 US
4 $139,208 US
5 $109,373 International
6 $108,749 International
7 $107,184 International
8 $100,697 US
9 $100,469 US
10 $ 99,740 International
11 $ 93,692 International
12 $ 93,569 International
13 $ 89,021 International
14 $ 81,667 US
15 $ 78,729 International
16 $ 76,431 US
17 $ 76,307 International
18 $ 76,119 International
19 $ 68,304 International
20 $ 67,742 International
21 $ 66,300 International
22 $ 66,038 International
23 $ 64,875 International
24 $ 62,410 International
25 $ 60,072 International
26 $ 59,771 International
27 $ 57,813 US
28 $ 56,469 International
29 $ 56,154 US
30 $ 53,588 US
31 $ 53,157 International
32 $ 52,126 International
33 $ 51,478 International
34 $ 50,999 International
35 $ 50,777 International
36 $ 49,504 International
37 $ 49,143 International
38 $ 48,748 International
39 $ 48,478 International
40 $ 47,678 US
41 $ 47,061 US
42 $ 45,165 International
43 $ 44,908 International
44 $ 44,621 US
45 $ 44,486 International
46 $ 43,408 International
47 $ 43,338 International
48 $ 41,471 International
49 $ 41,353 International
50 $ 41,322 US
51 $ 41,018 International
52 $ 39,808 International
53 $ 39,711 International
54 $ 39,535 International
55 $ 39,130 US
56 $ 39,115 International
57 $ 38,456 International
58 $ 37,589 International
59 $ 37,540 International
60 $ 37,235 International
61 $ 37,154 US
62 $ 36,673 International
63 $ 36,603 International
64 $ 35,889 US
65 $ 35,887 International
66 $ 35,864 International
67 $ 35,853 US
68 $ 35,465 International
69 $ 35,292 International
70 $ 34,874 International
71 $ 34,427 US
72 $ 34,235 International
73 $ 34,025 International
74 $ 33,677 International
75 $ 33,674 US
76 $ 33,296 US
77 $ 33,022 International
78 $ 32,389 International
79 $ 32,379 US
80 $ 32,816 International
81 $ 31,707 US
82 $ 31,566 US
83 $ 31,499 US
84 $ 31,325 International
85 $ 31,260 US
86 $ 31,197 International
87 $ 31,169 US
88 $ 31,131 US
89 $ 30,951 US
90 $ 30,935 International
91 $ 30,929 International
92 $ 30,872 International
93 $ 30,732 International
94 $ 30,678 US
95 $ 30,479 International
96 $ 30,219 US
97 $ 30,147 US
98 $ 29,762 International
99 $ 29,682 International
100 $ 29,398 US
101 $ 28,871 International
102 $ 28,839 International
103 $ 28,809 International
104 $ 28,777 US
105 $ 28,610 International
106 $ 28,476 International
107 $ 28,442 International
108 $ 28,324 International
109 $ 28,203 US
110 $ 27,922 International
111 $ 27,480 International
112 $ 27,409 International
113 $ 27,221 International
114 $ 27,059 International
115 $ 26,898 US
116 $ 26,801 US
117 $ 26,787 International
118 $ 26,773 International
119 $ 26,735 US
120 $ 26,496 International
121 $ 26,273 US
122 $ 26,266 US
123 $ 26,164 International
124 $ 25,879 US
125 $ 25,715 US
126 $ 25,659 International
127 $ 25,595 US
128 $ 25,476 International
129 $ 25,473 US
130 $ 25,436 International
131 $ 25,401 International
132 $ 25,139 International
133 $ 25,073 International
134 $ 24,842 International
135 $ 24,788 US
136 $ 24,754 US
137 $ 24,514 International
138 $ 24,484 US
139 $ 24,428 International
140 $ 24,373 International
141 $ 24,270 US
142 $ 24,108 International
143 $ 23,841 US
144 $ 23,657 US
145 $ 23,641 International
146 $ 23,574 International
147 $ 23,532 International
148 $ 23,190 International
149 $ 23,123 US
150 $ 22,976 US
151 $ 22,780 International
152 $ 22,749 International
153 $ 22,644 International
154 $ 22,568 International
155 $ 22,348 US
156 $ 22,226 International
157 $ 22,034 US
158 $ 21,897 International
159 $ 21,874 International
160 $ 21,830 International
161 $ 21,816 International
162 $ 21,762 International
163 $ 21,718 International
164 $ 21,627 International
165 $ 21,616 International
166 $ 21,588 International
167 $ 21,543 US
168 $ 21,437 US
169 $ 21,217 International
170 $ 21,195 International
171 $ 21,144 International
172 $ 20,977 US
173 $ 20,950 International
174 $ 20,891 International
175 $ 20,857 US
176 $ 20,811 International
177 $ 20,713 US
178 $ 20,604 US
179 $ 20,482 US
180 $ 20,318 International
181 $ 20,110 International
182 $ 20,019 US
183 $ 20,011 US
184 $ 19,942 US
185 $ 19,894 US
186 $ 19,867 US
187 $ 19,849 US
188 $ 19,818 International
189 $ 19,808 International
190 $ 19,681 US
191 $ 19,530 US
192 $ 19,500 US
193 $ 19,457 International
194 $ 19,430 International
195 $ 19,418 International
196 $ 19,205 US
197 $ 19,171 International
198 $ 19,132 US
199 $ 18,850 International
200 $ 18,849 International
201 $ 18,813 US
202 $ 18,727 International
203 $ 18,507 International
204 $ 18,475 International
205 $ 18,441 US
206 $ 18,425 US
207 $ 18,394 International
208 $ 18,365 International
209 $ 18,284 US
210 $ 18,243 US
211 $ 18,168 International
212 $ 18,048 US
213 $ 17,812 International
214 $ 17,678 US
215 $ 17,610 US
216 $ 17,575 International
217 $ 17,561 US
218 $ 17,487 International
219 $ 17,468 International
220 $ 17,421 US
221 $ 17,397 International
222 $ 17,355 US
223 $ 17,353 US
224 $ 17,199 International
225 $ 17,154 US
226 $ 17,148 International
227 $ 17,134 US
228 $ 17,112 International
229 $ 17,107 International
230 $ 17,063 International
231 $ 17,037 International
232 $ 17,016 International
233 $ 17,015 International
234 $ 16,903 International
235 $ 16,891 US
236 $ 16,758 International
237 $ 16,736 International
238 $ 16,687 US
239 $ 16,630 International
240 $ 16,540 International
241 $ 16,417 International
242 $ 16,366 International
243 $ 16,320 International
244 $ 16,307 International
245 $ 16,220 International
246 $ 16,109 US
247 $ 16,093 International
248 $ 16,061 International
249 $ 16,055 International
250 $ 16,005 US
251 $ 15,918 US
252 $ 15,873 US
253 $ 15,833 US
254 $ 15,831 International
255 $ 15,741 International
256 $ 15,626 International
257 $ 15,160 International
258 $ 15,574 International
259 $ 15,527 International
260 $ 15,518 International
261 $ 15,489 US
262 $ 15,391 International
263 $ 15,328 US
264 $ 15,307 US
265 $ 15,274 US
266 $ 15,128 US
267 $ 15,081 International
268 $ 15,069 US
269 $ 15,022 US
270 $ 15,021 US
271 $ 15,009 International
272 $ 14,879 US
273 $ 14,831 International
274 $ 14,777 International
275 $ 14,748 International
276 $ 14,736 US
277 $ 14,727 International
278 $ 14,719 International
279 $ 14,714 International
280 $ 14,704 US
281 $ 14,645 US
282 $ 14,582 US
283 $ 14,543 International
284 $ 14,484 US
285 $ 14,407 International
286 $ 14,402 International
287 $ 14,387 International
288 $ 14,348 International
289 $ 14,350 International
290 $ 14,329 International
291 $ 14,324 International
292 $ 14,312 International
293 $ 14,291 International
294 $ 14,258 US
295 $ 14,246 International
296 $ 14,151 International
297 $ 14,138 US
298 $ 14,132 International
299 $ 13,884 International
300 $ 13,871 International
301 $ 13,832 US
302 $ 13,827 International
303 $ 13,822 US
304 $ 13,793 International
305 $ 13,760 International
306 $ 13,720 US
307 $ 13,656 International
308 $ 13,618 US
309 $ 13,608 International
310 $ 13,607 International
311 $ 13,605 International
312 $ 13,544 International
313 $ 13,536 International
314 $ 13,519 International
315 $ 13,507 International
316 $ 13,505 US
317 $ 13,463 US
318 $ 13,447 US
319 $ 13,416 International
320 $ 13,414 US
321 $ 13,413 US
322 $ 13,406 US
323 $ 13,396 International
324 $ 13,388 International
325 $ 13,317 International
326 $ 13,232 International
327 $ 13,223 US
328 $ 13,195 US
329 $ 13,166 US
330 $ 13,142 International
331 $ 13,105 US
332 $ 13,068 International
333 $ 12,995 International
334 $ 12,978 International
335 $ 12,941 International
336 $ 12,908 International
337 $ 12,877 International
338 $ 12,854 International
339 $ 12,849 US
340 $ 12,839 US
341 $ 12,803 International
342 $ 12,786 International
343 $ 12,756 International
344 $ 12,746 US
345 $ 12,732 US
346 $ 12,704 US
347 $ 12,691 International
348 $ 12,667 International
349 $ 12,649 International
350 $ 12,649 US
351 $ 12,587 US
352 $ 12,563 US
353 $ 12,558 International
354 $ 12,539 International
355 $ 12,538 International
356 $ 12,512 International
357 $ 12,487 International
358 $ 12,478 US
359 $ 12,437 International
360 $ 12,425 US
361 $ 12,421 US
362 $ 12,402 International
363 $ 12,400 International
364 $ 12,378 US
365 $ 12,371 International
366 $ 12,311 International
367 $ 12,298 US
368 $ 12,283 International
369 $ 12,252 International
370 $ 12,245 US
371 $ 12,135 International
372 $ 12,128 International
373 $ 12,104 International
374 $ 12,096 US
375 $ 12,067 US
376 $ 12,048 US
377 $ 12,042 International
378 $ 12,022 US
379 $ 11,997 International
380 $ 11,993 International
381 $ 11,991 International
382 $ 11,983 International
383 $ 11,886 US
384 $ 11,865 International
385 $ 11,852 International
386 $ 11,845 US
387 $ 11,794 International
388 $ 11,783 International
389 $ 11,672 International
390 $ 11,634 International
391 $ 11,562 International
392 $ 11,561 International
393 $ 11,549 US
394 $ 11,529 US
395 $ 11,495 US
396 $ 11,489 International
397 $ 11,448 International
398 $ 11,403 US
399 $ 11,390 International
400 $ 11,249 International
401 $ 11,246 US
402 $ 11,230 International
403 $ 11,212 International
404 $ 11,200 International
405 $ 11,189 International
406 $ 11,156 International
407 $ 11,099 International
408 $ 11,013 International
409 $ 10,937 International
410 $ 10,902 International
411 $ 10,901 International
412 $ 10,900 International
413 $ 10,804 US
414 $ 10,795 International
415 $ 10,765 US
416 $ 10,762 International
417 $ 10,734 International
418 $ 10,668 US
419 $ 10,649 International
420 $ 10,581 International
421 $ 10,562 International
422 $ 10,553 US
423 $ 10,538 International
424 $ 10,466 International
425 $ 10,401 International
426 $ 10,370 International
427 $ 10,354 International
428 $ 10,323 US
429 $ 10,296 International
430 $ 10,292 International
431 $ 10,253 International
432 $ 10,251 US
433 $ 10,233 International
434 $ 10,214 US
435 $ 10,213 International
436 $ 10,208 US
437 $ 10,186 International
438 $ 10,179 International
439 $ 10,160 International
440 $ 10,149 International
441 $ 10,078 US
442 $ 10,056 US
443 $ 10,051 US
444 $ 10,051 International
445 $ 10,023 International
446 $ 10,022 International
447 $ 10,002 US
448 $ 9,962 International
449 $ 9,932 International
450 $ 9,898 US
451 $ 9,895 US
452 $ 9,894 International
453 $ 9,887 International
454 $ 9,799 International
455 $ 9,791 US
456 $ 9,788 International
457 $ 9,781 US
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
-63-
<PAGE>
EXHIBIT N
Implementation Schedule Template
-64-
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
TASK Task Name Responsible Est. Hours Comments
per Site
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
P0 Provide site config summary & detailed analysis American Express TBD
of target accounts segregated by CRS
- ----------------------------------------------------------------------------------------------------------------------------------
P0 Prioritize account list American Express TBD
- ----------------------------------------------------------------------------------------------------------------------------------
P0 Identify Customer's CRS/bandwidth, connectivity, American Express TBD
security requirements
- ----------------------------------------------------------------------------------------------------------------------------------
P0 Provide customer graphics according to spec American Express TBD
- ----------------------------------------------------------------------------------------------------------------------------------
P0 Provide emulation agreements for Apollo accounts; American Express TBD
establish branch access, bridging capabilities
with all host PCCs
- ----------------------------------------------------------------------------------------------------------------------------------
P0 Install leased lines American Express TBD PHX Tech Team to coordinate with
GetThere.com Ops team
- ----------------------------------------------------------------------------------------------------------------------------------
P0 Prepare orientation & enrollment collateral American Express TBD
- ----------------------------------------------------------------------------------------------------------------------------------
P0 Prepare user orientation / training presentation American Express TBD
- ----------------------------------------------------------------------------------------------------------------------------------
P0 Present UI design, graphic requirements to ITN American Express TBD
- ----------------------------------------------------------------------------------------------------------------------------------
P0 Present prioritized development requirements to American Express TBD
ITN
- ----------------------------------------------------------------------------------------------------------------------------------
P0 Review implementation plan with customer American Express TBD
- ----------------------------------------------------------------------------------------------------------------------------------
P0 Assess capacity, bandwidth requirements for Ops TBD
target account list; perform capacity upgrades
- ----------------------------------------------------------------------------------------------------------------------------------
P0 Install Amadeus data line(s) Ops TBD (Activity at this time?)
- ----------------------------------------------------------------------------------------------------------------------------------
P0 Assess Apollo bandwidth requirements; install Ops TBD
additional TAs if necessary
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
-65-
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------------
P0 Install Sabre data line(s) Ops TBD
- ---------------------------------------------------------------------------------------------------------------------------------
P0 Install Worldspan data line(s) Ops TBD
- ---------------------------------------------------------------------------------------------------------------------------------
P0 Create site config summary form (custom Pkg B) PSO TBD Use form to collect per site config
requirements that differ from pre-
established standards
- ---------------------------------------------------------------------------------------------------------------------------------
P0 Conduct team meetings, prepare project plans, PSO TBD Estimate min. 120 hours for
strategy, standards; train American Express teams scoping, planning efforts (PSO time
only)
- ---------------------------------------------------------------------------------------------------------------------------------
P0 Develop standard UI design for pre-defined site Web TBD Include standard default settings
styles for ITN Admin Config, PNR editor,
profile sync, QueueMaster global
standard formats, graphics, policy,
etc.
- ---------------------------------------------------------------------------------------------------------------------------------
P1 Modify security page if needed American Express 0.05 Default to "forced security";
update if security by IP address is
required
- ---------------------------------------------------------------------------------------------------------------------------------
P1 Update localization page for international sites American Express 0.05
- ---------------------------------------------------------------------------------------------------------------------------------
P1 Modify Travel Arranger Admin page American Express 0.05
- ---------------------------------------------------------------------------------------------------------------------------------
P1 Modify Custom Ticket Delivery Options American Express 0.05
- ---------------------------------------------------------------------------------------------------------------------------------
P1 Modify QueueMaster American Express 0.05
- ---------------------------------------------------------------------------------------------------------------------------------
P1 Modify Air Configuration Pages American Express 0.05
- ---------------------------------------------------------------------------------------------------------------------------------
P1 Update car availability & contract config American Express 0.1
- ---------------------------------------------------------------------------------------------------------------------------------
P1 Update Agency Information page American Express 0.15
- ---------------------------------------------------------------------------------------------------------------------------------
P1 Update CRS Profile Editor American Express 0.15 Assumes profiles are highly
standardized; avail Apollo, Sabre
4.2)
- ---------------------------------------------------------------------------------------------------------------------------------
P1 Configure company admin page American Express 0.25
- ---------------------------------------------------------------------------------------------------------------------------------
P1 Modify Reason Codes American Express 0.25
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
-66-
<PAGE>
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
P1 Configure Market Preferences American Express 0.5 Sites configured separately;
default standards impractical
- ------------------------------------------------------------------------------------------------------------------------------
P1 Update hotel avail config; review client American Express 0.25
negotiated rate displays
- ------------------------------------------------------------------------------------------------------------------------------
P1 Modify Travel Policy American Express 0.25
- ------------------------------------------------------------------------------------------------------------------------------
P1 Conduct speed test & trace route with customer American Express 1
network engineers
- ------------------------------------------------------------------------------------------------------------------------------
P1 Install leased line Ops 3 American Express Tech team in PHX
will coordinate
- ------------------------------------------------------------------------------------------------------------------------------
P1 Build site: Assign site name, admin ID, pwd PSO 0.5
- ------------------------------------------------------------------------------------------------------------------------------
P1 Modify ITN Admin Config PSO 0.15
- ------------------------------------------------------------------------------------------------------------------------------
P1 Test CRS emulation PSO 0.25
- ------------------------------------------------------------------------------------------------------------------------------
P1 Modify PNR Editor & Change PNR Editor PSO 0.25
- ------------------------------------------------------------------------------------------------------------------------------
P1 Upload & test User dB PSO 1
- ------------------------------------------------------------------------------------------------------------------------------
P1 Test completed site config; assist AmEx team with PSO 4
modifications, iterations, troubleshooting
- ------------------------------------------------------------------------------------------------------------------------------
P1 Place custom graphics Web 0.33
- ------------------------------------------------------------------------------------------------------------------------------
P1 Determine & document site maintenance plan American Express TBD
- ------------------------------------------------------------------------------------------------------------------------------
P1 Conduct Training: User, Site Administrator, American Express TBD
Travel Agency
- ------------------------------------------------------------------------------------------------------------------------------
P1 Conduct recurrent training American Express TBD
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
-67-
<PAGE>
EXHIBIT O
Work Order Template (General)
-68-
<PAGE>
EXHIBIT O
Pursuant to Section 3.10 of the Agreement
AXP General Feature(s) Work Order - Template
--------------------------------------------
[Completed AXP General Features Work Orders to be Attached to the Agreement at
Exhibit ______.]
GENERAL WORK ORDER NO.:
This Work Order for AXP General Features is issued pursuant to the above-
referenced Agreement between American Express Travel Related Services Company,
Inc. and GetThere.com, Inc., dated ________________________, 1999. Any term not
otherwise defined herein, shall have the meaning specified in the Agreement.
AXP Project Manager: ______________________________
GT Project Manager: ___________________________
Detailed Description of Services:
Detailed Description of Features and/or other Deliverables:
Timeframe of Project:
. Functional Specifications completion date: ________________________.
. Detailed Engineering Specifications completion date: ____________.
. Interim Milestones dates: ________________________ and interim
deliverables:
. Date for commencement of acceptance testing: ________________________.
. Live production date: ________________________.
Payment Terms:
. Fixed Price $____________. Interim payments tied to the following
specific milestones and Deliverable(s):
. Time and Materials pursuant to Exhibit ____ of the Agreement up to a
maximum amount of $____________.
. Plus actual and reasonable out of pocket expenses and all reimbursable
expenses approved by AXP.
. In no event will a "fixed price" or a "maximum amount" be exceeded by
five percent (5%) without the prior written consent of AXP.
Personnel Listing (if possible to provide):
-69-
<PAGE>
Any other Terms and Conditions Mutually Agreed upon by the Parties:
AMERICAN EXPRESS TRAVEL RELATED GetThere.com, Inc.
SERVICES COMPANY, INC.
By:______________________________ By:__________________________
Name:____________________________ Name:________________________
Title:___________________________ Title:_______________________
Date:____________________________ Date:________________________
-70-
<PAGE>
EXHIBIT ______
Pursuant to Section ______ of the Agreement
AXP Feature(s) Work Order - Template
-------------------------------------------------------------
[Completed _______________________ Work Orders to be Attached to the Agreement
at Exhibit ______.]
________________________ WORK ORDER NO.:
This Work Order for AXP _____________________ Features is issued pursuant to the
above-referenced Agreement between American Express Travel Related Services
Company, Inc. and GetThere.com, Inc., dated ________________________, 1999. Any
term not otherwise defined herein, shall have the meaning specified in the
Agreement.
AXP Project Manager: ______________________________
GT Project Manager: ___________________________
Detailed Description of Services:
Detailed Description of Features and/or other Deliverables:
Timeframe of Project:
. Functional Specifications completion date: ________________________.
. Detailed Engineering Specifications completion date: _____________.
. Interim Milestones dates: ________________________ and interim
deliverables:
. Date for commencement of acceptance testing: ________________________.
. Live production date: ________________________.
Payment Terms:
. Fixed Price $____________. Interim payments tied to the following
specific milestones and Deliverable(s):
. Time and Materials pursuant to Exhibit ____ of the Agreement up to a
maximum amount of $____________.
. Plus actual and reasonable out of pocket expenses and all reimbursable
expenses approved by AXP.
. In no event will a "fixed price" or a "maximum amount" be exceeded by
five percent (5%) without the prior written consent of AXP.
Personnel Listing (if possible to provide):
-71-
<PAGE>
Any other Terms and Conditions Mutually Agreed upon by the Parties:
AMERICAN EXPRESS TRAVEL RELATED GetThere.com, Inc.
SERVICES COMPANY, INC.
By:____________________________ By:_____________________________
Name:__________________________ Name:___________________________
Title:_________________________ Title:__________________________
Date:__________________________ Date:___________________________
-72-
<PAGE>
EXHIBIT P
Work Order Template (Unique)
-73-
<PAGE>
EXHIBIT P
Pursuant to Section 3.11 of the Agreement
AXP Unique Feature(s) Work Order - Template
-------------------------------------------
[Completed AXP Unique Features Work Orders to be Attached to the Agreement at
Exhibit ______.]
UNIQUE FEATURES WORK ORDER NO.:
This Work Order for AXP Unique Features is issued pursuant to the above-
referenced Agreement between American Express Travel Related Services Company,
Inc. and GetThere.com, Inc., dated ________________________, 1999. Any term not
otherwise defined herein, shall have the meaning specified in the Agreement.
AXP Project Manager: ______________________________
GT Project Manager: ___________________________
Detailed Description of Services:
Detailed Description of Features and/or other Deliverables:
Timeframe of Project:
. Functional Specifications completion date: ________________________.
. Detailed Engineering Specifications completion date: ______________.
. Interim Milestones dates: ________________________ and interim
deliverables:
. Date for commencement of acceptance testing: ________________________.
. Live production date: ________________________.
Payment Terms:
. Fixed Price $____________. Interim payments tied to the following
specific milestones and Deliverable(s):
. Time and Materials pursuant to Exhibit ____ of the Agreement up to a
maximum amount of $____________.
. Plus actual and reasonable out of pocket expenses and all reimbursable
expenses approved by AXP.
. In no event will a "fixed price" or a "maximum amount" be exceeded by
five percent (5%) without the prior written consent of AXP.
Personnel Listing (if possible to provide):
-74-
<PAGE>
Any other Terms and Conditions Mutually Agreed upon by the Parties:
AMERICAN EXPRESS TRAVEL RELATED GetThere.com, Inc.
SERVICES COMPANY, INC.
By:______________________________ By:____________________________
Name:____________________________ Name:__________________________
Title:___________________________ Title:_________________________
Date:____________________________ Date:__________________________
-75-
<PAGE>
EXHIBIT Q
Work Order Template (Restricted)I
-76-
<PAGE>
EXHIBIT Q
Pursuant to Section 3.12 of the Agreement
AXP Restricted Feature(s) Work Order - Template
-----------------------------------------------
[Completed Restricted Work Orders to be Attached to the Agreement at Exhibit
______.]
RESTRICTED FEATURES WORK ORDER NO.:
This Work Order for AXP Restricted Features is issued pursuant to the above-
referenced Agreement between American Express Travel Related Services Company,
Inc. and GetThere.com, Inc., dated ________________________, 1999. Any term not
otherwise defined herein, shall have the meaning specified in the Agreement.
AXP Project Manager: ______________________________
GT Project Manager: ___________________________
Detailed Description of Services:
Detailed Description of Features and/or other Deliverables:
Timeframe of Project:
. Functional Specifications completion date: ________________________.
. Detailed Engineering Specifications completion date: ______________.
. Interim Milestones dates: ________________________ and interim
deliverables:
. Date for commencement of acceptance testing: ______________________.
. Live production date: ________________________.
Payment Terms:
. Fixed Price $____________. Interim payments tied to the following
specific milestones and Deliverable(s):
. Time and Materials pursuant to Exhibit ____ of the Agreement up to a
maximum amount of $____________.
. Plus actual and reasonable out of pocket expenses and all reimbursable
expenses approved by AXP.
. In no event will a "fixed price" or a "maximum amount" be exceeded by
five percent (5%) without the prior written consent of AXP.
Personnel Listing (if possible to provide):
-77-
<PAGE>
Any other Terms and Conditions Mutually Agreed upon by the Parties:
AMERICAN EXPRESS TRAVEL RELATED GetThere.com, Inc.
SERVICES COMPANY, INC.
By:____________________________ By:____________________________
Name:__________________________ Name:__________________________
Title:_________________________ Title:_________________________
Date:__________________________ Date:__________________________
-78-
<PAGE>
EXHIBIT R1
GT Standard Development Requirements
Package B
-79-
<PAGE>
Contents
B Checklist
Use the Checklist to keep track of your documents. Make sure all items
are included before returning to ITN.
B-1 Project Team
Key names, email addresses, phone and fax numbers.
B-2 Site Configuration - Agency
B-2 Site Configuration- Company
Used to configure your site
B-3 PNR Formats - Basic
B-3 PNR Formats - Corporate
ITN matches PNR formats with your agency to reduce processing labor.
B-4 Site Graphic Specifications
Customize your site with your own corporate logos and colors.
B-5 Test Profile
B-6 Travel Policy
B-7 Leased Line Order Form
Install a dedicated line between ITN and your company to increase
performance and security.
B-8a User Database and Preferred Properties
B-8b Profile Synchronization
B-9 Air and Car Contracts
Global ITN sites are allowed an unlimited number of air and car
contracts.
List them and attach copies of all contracts.
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<PAGE>
Checklist
Package B:
[_] B-1 Project Team
[_] B-2 Site Configuration - Agency
[_] B-2 Site Configuration - Company
[_] B-3 PNR Formats - Basic
[_] B-3 PNR Formats - Corporate
[_] B-4 Site Graphics [_] Sent via Email [_] Disk attached
[_] B-5 Test Profile [_] Sent via Email [_] Disk attached
[_] B-6 Travel Policy
[_] B-7 Leased Line Order Form (Optional)
Other Documentation:
[_] 5 sample PNRs and Profiles
[_] Air Contracts
[_] Car Contracts
[_] User Database & ITN Profiles [_] Sent via Email [_] Disk attached
[_] Preferred Properties [_] Sent via Email [_] Disk attached
CRS Emulation: (select one CRS only)
Pseudo: ______________________________ Queue: _________________________________
[_] AMADEUS
[_] APOLLO.................. EMULATION AGREEMENT SENT TO APOLLO: ____/____/____
[_] GALILEO
[_] SABRE................... Sabre line installed: ____/____/____
[_] WORLDSPAN [_] SABRE LINE INFORMATION FORM COMPLETE
Project Manager: _____________________ Date Received: _________________________
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<PAGE>
B1 - Project Team
Duplicate this page if there are more contacts than space allows and attach it
to Package B.
- --------------------------------------------------------------------------------
Customer Contacts
- --------------------------------------------------------------------------------
Primary Name Title
-------------------------------------------------------------------
Email Phone Fax
- --------------------------------------------------------------------------------
Secondary Name Title
-------------------------------------------------------------------
Email Phone Fax
- --------------------------------------------------------------------------------
Information Name Title
Technology
-------------------------------------------------------------------
Email Phone Fax
- --------------------------------------------------------------------------------
Name Title
-------------------------------------------------------------------
Email Phone Fax
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Agency Contacts
- --------------------------------------------------------------------------------
Account Name Title
Manager
-------------------------------------------------------------------
Email Phone Fax
- --------------------------------------------------------------------------------
Operation Name Title
Manager
-------------------------------------------------------------------
Email Phone Fax
- --------------------------------------------------------------------------------
Name Title
-------------------------------------------------------------------
Email Phone Fax
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
ITN Contacts
- --------------------------------------------------------------------------------
Sales Name Title
-------------------------------------------------------------------
Email Phone Fax
- --------------------------------------------------------------------------------
Account Name Title
Manager
-------------------------------------------------------------------
Email Phone Fax
- --------------------------------------------------------------------------------
Project Name Title
Manager
-------------------------------------------------------------------
Email Phone Fax
- --------------------------------------------------------------------------------
Name Title
-------------------------------------------------------------------
Email Phone Fax
- --------------------------------------------------------------------------------
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<PAGE>
B2 - Site Configuration
Agency Information
Agency Name ____________________________________________________________________
ARC # __________________________________________________________________________
IATA # _________________________________________________________________________
DK # ___________________________________________________________________________
Contact Person _________________________________________________________________
Title __________________________________________________________________________
Address ________________________________________________________________________
City ___________________________________________________________________________
State __________________________________________________________________________
Zip Code _______________________________________________________________________
Country ________________________________________________________________________
Agency Email ___________________________________________________________________
PNR Email Notification _________________________________________________________
Hotel Email Notification _______________________________________________________
Profile Change Email Notification ______________________________________________
Phone Number ___________________________________________________________________
Fax Number _____________________________________________________________________
Toll Free Number _______________________________________________________________
CRS ____________________________________________________________________________
Pseudo Code ____________________________________________________________________
Queue __________________________________________________________________________
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<PAGE>
B2 - Site Configuration
Company Information
Company Name ___________________________________________________________________
Address ________________________________________________________________________
City ___________________________________________________________________________
State __________________________________________________________________________
Zip/Postal Code ________________________________________________________________
Country ________________________________________________________________________
Email __________________________________________________________________________
Phone Number ___________________________________________________________________
Fax Number _____________________________________________________________________
Toll-Free Number _______________________________________________________________
Number of Travelers ____________________________________________________________
Air Volume $ ___________________________________________________________________
Number of Locations ____________________________________________________________
Standard Browser _______________________________________________________________
Standard Platform ______________________________________________________________
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<PAGE>
B3 - PNR Formats - Basic
INSTRUCTIONS: List all entries essential to a complete PNR in the order they
must be created. The following sample formats will be used as the default format
unless otherwise requested. Provide as much detail as necessary about what EXACT
format is used by the agency.
- --------------------------------------------------------------------------------
- ATTACH 5 SAMPLE PNRS AND 5 SAMPLE PROFILES AS SUPPORTING DOCUMENTATION -
- --------------------------------------------------------------------------------
Basic PNR Requirements for All Records
AGENCY PROFILE
AMADEUS: Example: PV
APOLLO: Example: S*
GALILEO: Example: CMMT
SABRE: Example: N*
WSPAN: Example: 6*#C
Format Used: ___________________________________________________________________
NAME FIELD
Include any additional fields entered with the name. (agent initials, project
codes, etc.)
AMADEUS: ITN Default: NM1DOE/JOHN
APOLLO: ITN Default: N:DOE/JOHN
GALILEO: ITN Default: N.DOE/JOHN
SABRE: ITN Default: -DOE/JOHN
WSPAN: ITN Default: -DOE/JOHN
Format Used: ___________________________________________________________________
CUSTOMER/CLIENT ID NUMBER (optional)
AMADEUS: Example: NM1DOE/JOHN(xxxxxxx)
APOLLO: Example: T-SD or DK-xxxxxxxx; or @:5DK-xxxxxxxx
GALILEO: Example: N.DOE/JOHN*(xxxxx)
SABRE: Example: DKxxxxxxxxxx (may be 6, 7 or 10 digits)
WSPAN: Example: 5-CA005923 (may be up to 14 characters if to print on
invoice)
Format Used: ___________________________________________________________________
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<PAGE>
B3 - PNR Formats - Basic
PHONE FIELDS
AMADEUS: ITN Default: AP NYC xxx-xxx-xxxx or OSYYCTC NYC xxx-xxx-xxxx
APOLLO: ITN Default: P:NYCR/xxx xxx-xxxx
GALILEO: ITN Default: P.Bxxx-xxx-xxxx
SABRE: ITN Default: 9xxx-xxx-xxxx-H (home)
or R (residence) or W (work) or B (business) or CC
(Credit card)
WSPAN: ITN Default: 9- Agent Name or 9* xxx-xxx-xxxx etc.
Format Used: ___________________________________________________________________
TICKETING FIELD
AMADEUS: ITN Default: TKTL15MAY
APOLLO: ITN Default: T:TAU/15MAY
GALILEO: ITN Default: T.TAU/15MAY
SABRE: ITN Default: 7TAW/15MAY
WSPAN: ITN Default: 7TAW/00/15MAY
Format Used: ___________________________________________________________________
EMAIL ADDRESS
Captured from booking mask and input in a remark field. Replace "@" with "-" for
CRS command.
AMADEUS: ITN Default:
APOLLO: ITN Default: @:5H/E-Mail JDOE-XYZ.COM
GALILEO: ITN Default: NP.ITNEMAIL-JDOE-XYZ.COM
SABRE: ITN Default: 5H-E-Mail JDOE-XYZ.COM
WSPAN: ITN Default: 5-E-Mail JDOE-XYZ.COM
Format Used: ___________________________________________________________________
DELIVERY ADDRESS
AMADEUS: ITN Default: AB JOHN DOE, STREET ADDRESS, CITY STATE ZIP
APOLLO: ITN Default: D-JOHN DOE@STREET ADDRESS@CITY STATE ZIP
GALILEO: ITN Default: D.JOHN DOE*STREET ADDRESS*CITY STATE ZIP
SABRE: ITN Default: 5/JOHN DOE#5/STREET ADDRESS#5/CITY STATE ZIP
WSPAN: ITN Default: 5-CBJOHN DOE#5-CBSTREET ADDRESS#5-CBCITY STATE ZIP
Format Used: ___________________________________________________________________
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<PAGE>
B3 - PNR Formats - Basic
RECEIVED FIELD
ITN's application captures the user's e-mail address for the received field. If
not given, default to first traveler name. Replace "@" with "-" for CRS command.
AMADEUS: ITN Default: RFJDOE
APOLLO: ITN Default: R: JDOE-XYZ.COM
GALILEO: ITN Default: R.JDOE-XYZ.COM
SABRE: ITN Default: 6JDOE-XYZ.COM
WSPAN: ITN Default: 6JDOE-XYZ.COM
Format Used: ___________________________________________________________________
MISCELLANEOUS PNR EDITS/CUSTOM CHECK RULES
If you have mandatory rules built into your pseudo city or profiles that inhibit
the ending of a PNR, such as mandatory forms of payment and name field or UDID
remarks, list ALL required formats below or attach a hard copy of your agency
profile with this information.
Format: ________________________________________________________________________
Format: ________________________________________________________________________
Format: ________________________________________________________________________
Format: ________________________________________________________________________
Format: ________________________________________________________________________
SPECIAL REQUESTS/NOTES
AMADEUS: ITN Default: RMR/SPCL RQST-User Notes
APOLLO: ITN Default: @:5H/SPCL RQST-User Notes
GALILEO: ITN Default: RI.SPCL RQST-User Notes
SABRE: ITN Default: 5H-/SPCL RQST-User notes
WSPAN: ITN Default: 5- SPCL RQST-User Notes
Format Used: ___________________________________________________________________
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<PAGE>
B3 - PNR Formats - Basic
Additional Air PNR Requirements
PENALTY REMARKS
AMADEUS: ITN Default: Line number of item to change/new information********
APOLLO: ITN Default: @:5H/ AIR CANCEL/CHANGE INFORMATION********
GALILEO: ITN Default: RI.AIR CANCEL/CHANGE INFORMATION********
SABRE: ITN Default: 5.AIR CANCEL/CHANGE INFORMATION********
WSPAN: ITN Default: 5- AIR CANCEL/CHANGE INFORMATION********
Format Used: ___________________________________________________________________
FORM OF PAYMENT
AMADEUS: Example: FPCCVI4444333322221111/0799
APOLLO: Example: F-101655932000003/D996
GALILEO: Example: F.101655932000003/D996
SABRE: Example: 5-*XX1234567890000EXP5/96
WSPAN: Example: 5$CCVI4281000055551235P0299
Format Used: ___________________________________________________________________
CARDHOLDER NAME
AMADEUS: Example: user choice (there is no format)
APOLLO: Example: @:5H/CH- FIRSTNAME LASTNAME...etc.
GALILEO: Example: RI.FIRSTNAME LASTNAME...etc.
SABRE: Example: 51/H-CH-FIRSTNAME LASTNAME...etc.
WSPAN: Example: 5-CH- FIRSTNAME LASTNAME...etc.
Format Used: ___________________________________________________________________
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<PAGE>
B3 - PNR Formats - Basic
OTHER
List any additional formats used by your agency to finalize a reservation/PNR,
such as accounting fields, canned remarks, agent tracking information, etc.
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
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<PAGE>
B3 - PNR Formats - Corporate
Corporate PNR Requirements
CORPORATE PROFILE
AMADEUS: Example: PDN/XYZCORP
APOLLO: Example: MVT/ACME-DOE@#*JOHN
GALILEO: Example: CMT/ACME
SABRE: Example: N*-CA3A-ACME-#NM
WSPAN: Example: G**XYZ#C (all Level2)
Format Used: ___________________________________________________________________
USER PROFILE
AMADEUS: Example: PDN/-DOE
APOLLO: Example: MVBT/CA3//ACME/#*JOHN
GALILEO: Example: CMT/ACME-DOE JOHN
SABRE: Example: N*-ACME-DOE/JOHN#NM
WSPAN: Example: G*-DOE/J*ACME=*JOHN
Format Used: ___________________________________________________________________
PREFERRED FARE CODES
Negotiated fares which are accessible through the CRS.
AMADEUS: Example: Nego Code
APOLLO: Example: Private Fare Code
GALILEO: Example: Apollo PCC + Private Fare Code
SABRE: Example: SNAP Pricing Code
WSPAN: Example: SecuRate Code
Format Used: ___________________________________________________________________
LOST SAVINGS AND EXCEPTION CODES
List the Lost Savings and Exception Codes used at your agency.
________________________________________________________________________________
1.1.1.1.1 Code 1.1.1.1.2 Message Displayed to User
- --------------------------------------------------------------------------------
Example: T I declined the lower fare alternative due to time constraints
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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<PAGE>
B3 - PNR Formats - Corporate
AIR CONTRACTS
Enter up to three air contracts and the associated discount numbers. List them
by order of preference.
Contract 1: __________________________ Discount Number: _______________________
Contract 2: __________________________ Discount Number: _______________________
Contract 3: __________________________ Discount Number: _______________________
- --------------------------------------------------------------------------------
ATTACH COPIES OF ALL AIR CONTRACTS INCLUDING RATES.
- --------------------------------------------------------------------------------
CAR RENTALS
Car functionality authorizes user access to negotiated corporate rates in
addition to the best rates currently being offered. Enter up to three car
vendors you have corporate discounts with and the associated discount numbers.
These numbers will be appended to the car sell when the specific agency is
selected. List them by order of preference.
Car Agency 1: __________________________ CD Number:_________________________
Car Agency 2: __________________________ CD Number:_________________________
Car Agency 3: __________________________ CD Number: ________________________
- --------------------------------------------------------------------------------
ATTACH COPIES OF ALL CAR CONTRACTS INCLUDING RATES.
- --------------------------------------------------------------------------------
ADDITIONAL CAR PNR REQUIREMENTS
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
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<PAGE>
B3 - PNR Formats - Corporate
HOTEL PNR REQUIREMENTS
Note for Apollo/Galileo agencies: Passive hotels must be entered in the
following format: /W-HTL HOTEL NAME
Example:
1.1 ITN/TMR*1234
1. HTL YY PN1 HEL 23MAR-OUT24MAR /W-HTL IC STRAND INTER-CONTIN ENTAL*GALILEO
PROP 19210*PLS BOOK THIS HOTEL/G-AX37000000000 0028EXP1299
HOTEL CODES TO ACCESS DISCOUNT RATES
Hotel functionality offers the user access to special negotiated rates as well
all other standard and promotional. To view these rates, provide the CRS access
codes that must be appended to the basic hotel availability entry:
Rate Code Examples:
THR (CONSORTIUM RATE)
ABC (CORPORATION NEGOTIATED)
AAA (TRIPLE A RATE)
Rate Code: _____________________________________________________________________
Rate Code: _____________________________________________________________________
Rate Code: _____________________________________________________________________
Rate Code: _____________________________________________________________________
Rate Code: _____________________________________________________________________
Rate Code: _____________________________________________________________________
Rate Code: _____________________________________________________________________
Rate Code: _____________________________________________________________________
Rate Code: _____________________________________________________________________
BOOKABLE RATE PLAN EXCLUSIONS
List all applicable rate codes which the user is NOT eligible to book.
Example: AAA ARP SEN SNR SSR SCR TVL MVR SCR CPA, etc...
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
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<PAGE>
B3 - PNR FORMATS - CORPORATE
HOTEL CORPORATE DISCOUNT NUMBERS
List the hotel chain codes and associated Corporate Discount numbers that need
to be appended when the hotel is sold.
Hotel Chain Code: __________________ CD Number: _____________________________
Hotel Chain Code: __________________ CD Number: _____________________________
Hotel Chain Code: __________________ CD Number: _____________________________
Hotel Chain Code: __________________ CD Number: _____________________________
Hotel Chain Code: __________________ CD Number: _____________________________
Hotel Chain Code: __________________ CD Number: _____________________________
Hotel Chain Code: __________________ CD Number: _____________________________
Hotel Chain Code: __________________ CD Number: _____________________________
Hotel Chain Code: __________________ CD Number: _____________________________
Hotel Chain Code: __________________ CD Number: _____________________________
Hotel Chain Code: __________________ CD Number: _____________________________
OTHER
List any additional formats used by your agency to finalize a reservation/PNR,
such as accounting fields, canned remarks, agent tracking information, etc.
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
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<PAGE>
B4 - Site Graphic Specifications
Customize your site with your own corporate logos and colors. The following
examples explain the sections that can be modified.
. Your graphics must be in *.gif format
. Submit them to your project manager by email or on a floppy that is attached
to Package B.
. It is not necessary to send modifications for all the features listed below.
If some of the graphics are not submitted then ITN will use the default
images shown below.
[GRAPH ITN GLOBAL MANAGER APPEARS HERE]
1. The Title Logo is located to the left of the header at the top of almost
every page. The recommended size is 129x31, but may be as large as 129x60.
It should be named title.logo.
* The Title Logo is also used for the header in the seatmap window. If the
Title Logo that you indicate is larger than the recommended size, then a
separate graphic must be submitted for the seatmap window. This file should
be named title.logo and MUST BE EXACTLY 129x31.
2. The Company Logo is the opening graphic that appears at the top of the login
and home pages. The recommended size is 245x110, with a maximum limit of
245x145. It should be named logo.company.
3. The Navigation Bar functions cannot be altered, but the background color can
be changed to match your logo. Submit an image (any size or shape) in the
color of your choice and name it nav_color.
4. The Product Title is justified on the right at the top of the header. You
cannot change the black background color, but you can designate the white
text within. This graphic should be named title.product.id and MUST BE
EXACTLY 280x24.
5. The Create New Itinerary button is also a set feature, but the color can be
changed. Submit an image (any size or shape) in the color of your choice and
name it new.itin_color.
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<PAGE>
B5 - Test Profile
Please send us a blank traveler profile form.
We will complete the profile form as if we were one of your travelers and return
the completed form to your agency.
The agency will need to build a traveler profile in the pseudo city we will be
building PNRs in.
This process will help us complete our testing phase of the implementation. We
will build test reservations to verify the accuracy of the application.
If you have any required PNR elements such as employee number, cost center
number, etc., that do not appear on the profile form, please let us know what
they are and the length of the field. Example: Cost center number 55555-4444.
For Project Management use only
- --------------------------------------------------------------------------------
Test Profile
- --------------------------------------------------------------------------------
[_] Blank Profile form sent to ITN. Date Sent: ____/____/____
[_] Completed Profile form sent to agency. Date Sent: ____/____/____
[_] Profile built in CRS by agency. Completed: ____/____/____
- --------------------------------------------------------------------------------
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<PAGE>
B6 - Travel Policy
- --------------------------------------------------------------------------------
ATTACH A COPY OF YOUR CORPORATE TRAVEL POLICY TO PACKAGE B.
- --------------------------------------------------------------------------------
Most travel policies distinguish travel privileges based on the employee's
organizational position. For example, individuals with greater responsibilities
are usually permitted to travel with fewer restrictions. ITN accomodates this
by giving the administrator the power to create custom travel policies for each
level of the organization. The system also provides the ability to monitor and
police policy compliance.
Your Project Manager will set up the system for you based upon your existing
travel policy. However, since you will eventually have full control over the
travel policy, a preliminary understanding of how the system works is necessary.
The following will give you a rough idea of what to prepare for.
PRIMARY POLICIES
Every traveler has a primary travel policy. There are two types: assigned and
default.
. Custom policies assigned to a person or group with special travel
privileges are termed assigned policies. An example would be a policy for
members of the board.
. Users who have not been assigned a policy are governed by the system
default policy. This policy should be general enough to apply to most
travelers most of the time. Your site is allowed only one default policy.
SECONDARY POLICIES
Secondary policies are attached to primary policies and allow for exceptions
through the use of conditional settings. There are two types:
. User conditionals determine travel groups based on Company, Division, or
Cost Center. These values are defined for all users in the user database.
. Itinerary conditionals provide for special travel exceptions based on
itinerary settings such as geographical area, airline used, or flight time.
For example, a secondary policy could allow first class for international
flights longer than 8 hours.
SYSTEM BEHAVIOR
When an itinerary is created, the system performs the following procedure for
each leg of the itinerary:
1. All secondary policies attached to the primary policy are evaluated to see
which is most applicable to the current leg.
2. The secondary policy with the most matching conditionals becomes the active
policy. If none of the secondary policies match, then the primary policy is
the active policy.
3. The selected policy is used to test the itinerary leg for compliance.
The site administrator can then choose from several system options in dealing
with deviations from policy.
This is only a basic description of how the system works. Full instructions
will be given to the site administrator once it is functional. Attach a copy of
your corporate travel policy so that your project manager can set it up for you.
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<PAGE>
B7 - Leased Line Order Form
You have the option of bypassing the public internet by installing a dedicated
private line between ITN's service center and your corporate network. Benefits
of a leased line include:
1. Higher performance with quicker response times.
2. An increased level of security that comes with a line into your company's
firewall.
The drop for the line is to:
Internet Travel Network Digital Internet Exchange
529 Bryant
Palo Alto CA 94301
800-209-9898
The contact at ITN is:
Jeanne White
Manager of Information Systems
650-614-6300
Date of Installation ___________________________________________________________
Line Speed _____________________________________________________________________
Contact Person _________________________________________________________________
Phone Number ___________________________________________________________________
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<PAGE>
B8A - User Database and Preferred Properties Database
Your project manager will provide you with two database templates for you to
complete: User and Preferred Properties. The templates are provided in MS Excel
for viewing. You may submit your completed database files in Excel or as a
comma delimited text file. Consult your Project Manager if this poses a
problem.
Both Excel files consist of two sheets: Template and Key.
. The Template sheet is what you will complete. The column headers and
several sample entries are already in place. There are several important
issues to keep in mind when filling in the fields:
1. Data must be entered in the exact format demonstrated in the examples.
2. Please do not change the column headers or add your own.
3. If there is no data available for a field, or if it is optional, leave
it blank.
. The Key sheet provides explanations and information for all the fields in
Template. When using it as a reference guide, keep in mind the following:
1. Enter only the acceptable data type for each field (text, number, or
alphanumeric).
2. Do not exceed the length limit set for each field.
3. Some fields will accept only a defined set of entries.
The Key provides an explanation of the specific types of data that are
permissible. Failure to comply with the formats provided will delay the
implementation of your site.
Both databases may be sent by attaching a disk to Package B or as an attachment
emailed directly to your project manager.
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<PAGE>
B8B - Profile Synchronization
Both CRS and ITN on-line profiles expedite the creation of PNR's by storing
frequently used customer preferences and basic information required to complete
a reservation. Differences between the two systems, however, can be
significant. The solution to maintaining parallel profiles is to create and
maintain ITN's version of the traveler's profile in the CRS.
ITN updates agency profiles based on changes made online. This is done by
matching all applicable ITN profile fields with the agency equivalents. The
agency must have a standardized profile format for this to work.
Attached to the user database template is a worksheet titled "Profile Synch".
It lists all ITN profile items. Fill out this form if your company wishes to
make use of the profile synchronization feature.
Fill out the following information for each item:
1. Line Number
Enter the line number of the profile item as it appears in the agency PNR.
If more than one line can be used, use a comma to separate line numbers,
and a dash to designate a range.
2. Field Type
There are only three options you can enter: Always, Optional, or Never.
3. Example
Provide an example as it appears in the agency PNR.
NOTES:
. If an agency PNR line encompasses more than one ITN item, provide only one
example for the first item, and enter the same line number for the
remaining items .
. Unlike the User Database, this worksheet is flexible. If there are agency
profile items that are not covered by ITN profile items, insert additional
rows as necessary.
. All the fields are optional. You do not have to fill in the entire form.
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<PAGE>
B9 - Air and Car Contracts
Additional Air Contracts
Global Manager sites are allowed an unlimited number of air contracts. Enter
any additional air contracts and the associated discount numbers.
- --------------------------------------------------------------------------------
ATTACH COPIES OF ALL AIR CONTRACTS INCLUDING RATES.
- --------------------------------------------------------------------------------
Carrier:_________________ Discount Number:__________________________________
Carrier:_________________ Discount Number:__________________________________
Carrier:_________________ Discount Number:__________________________________
Carrier:_________________ Discount Number:__________________________________
Carrier:_________________ Discount Number:__________________________________
Carrier:_________________ Discount Number:__________________________________
Carrier:_________________ Discount Number:__________________________________
Carrier:_________________ Discount Number:__________________________________
Additional Car Contracts
Global Manager sites are allowed an unlimited number of car contracts. Enter
any additional car contracts and the associated discount numbers.
- --------------------------------------------------------------------------------
ATTACH COPIES OF ALL AIR CONTRACTS INCLUDING RATES.
- --------------------------------------------------------------------------------
Car Agency:_______________ CD Number:_______________________________________
Car Agency:_______________ CD Number:_______________________________________
Car Agency:_______________ CD Number:_______________________________________
Car Agency:_______________ CD Number:_______________________________________
Car Agency:_______________ CD Number:_______________________________________
Car Agency:_______________ CD Number:_______________________________________
Car Agency:_______________ CD Number:_______________________________________
Car Agency:_______________ CD Number:_______________________________________
Car Agency:_______________ CD Number:_______________________________________
-100-
<PAGE>
EXHIBIT R2
GT Standard Development Requirements
Apollo.d
-101-
<PAGE>
CRS Emulation Procedures
APOLLO
In order to enable booking on your site, ITN must be able to access Apollo on
your behalf. ITN does this by obtaining authorization from Apollo to emulate
the pseudo city code of your agency. Fill out the attached contract and send
the signed original to the address listed below. Faxes are not acceptable.
(Your Project Manager)
Internet Travel Network
445 SHERMAN AVENUE
Palo Alto, CA 94306
Your Project Manager will notify you when Apollo emulation has been enabled.
-102-
<PAGE>
<TABLE>
<CAPTION>
FROM: TO:
<S> <C>
_______________________________________ Apollo Travel Services Partnership
Name of Participating Subscriber Apollo Customer Support Center
54 Perimeter Center East
_______________________________________ Atlanta, GA 30346
Pseudo City Code Attention: ATLWY - AAT Desk
_______________________________________
Mailing Address
_______________________________________
City, State, Zip AND TO VENDOR:
_______________________________________ Internet Travel Network / Pseudo SR7
Name of ITN Corporate Client 445 Sherman Ave
Palo Alto, CA 94306
Planned Activation Date:_______________
</TABLE>
1. The undersigned participating subscriber ("Participating Subscriber")
acknowledges and agrees that: (i) Apollo has made Apollo Services available
to the above-named vendor ("Vendor") for the purpose of providing various
reservation services ("Reservation Services") to participating travel
agencies and corporate entities; and (ii) Participating Subscriber desires
to utilize Vendor's Reservation Services in connection with its rendering
of services to the above-named corporate client ("Client"). Therefore,
Participating Subscriber hereby authorizes Apollo to programmatically
permit Vendor to access Apollo passenger name records, PRO-files, and other
similar information contained in the above-referenced Client pseudo city
code.
2. Participating Subscriber agrees to release and indemnify, defend and hold
Apollo, its owners, officers, directors, employees and agents, harmless
from all damages and claims for damages, suits, recoveries, judgments or
executions (including litigation costs, expenses and reasonable attorneys'
fees) which may be made, had, brought or recovered by any third person by
reason of or on account of Participating Subscriber's performance,
nonperformance or improper performance of, or action or inaction in
connection with, Participating Subscriber's use of the Reservation
Services, or arising out of or in connection with any claim that
Participating Subscriber's actions with respect to the Reservation Services
infringe any patent, copyright, trademark or any other proprietary right of
any person or entity.
Participating Subscriber hereby waives and releases any and all obligations
and liabilities of Apollo, and any and all rights, claims and remedies of
Vendor against Apollo, express or implied, arising by law or otherwise and
solely resulting from any Apollo Services delays, errors, malfunctions or
interruptions of service experienced by Vendor, whether or not beyond the
control of Apollo or caused in whole or in part by the negligence of
Apollo, including any liability, obligation, right, claim or remedy in
tort, and including any liability, obligation, right, claim or remedy for
loss of revenue or profit or any other indirect, incidental or
consequential damages.
3. Participating Subscriber has designated above, and on an additional page
attached if necessary, the name, address and pseudo city code of each
location of Participating Subscriber which is covered under Participating
Subscriber's agreement for Apollo Services ("Apollo Agreement") and for
which Reservation Services are to be provided. If, after the execution of
this Request, Participating Subscriber elects to add branch locations which
are covered under its Apollo Agreement, Participating Subscriber shall
provide Apollo and Vendor with additional Requests for Reservation
Services, after which Apollo shall have ten (10) days within which to make
Apollo Services, on behalf of such newly designated location, available to
Vendor.
4. Apollo, Vendor, or Participating Subscriber may terminate the Reservation
Services at any location included in this Request with thirty (30) days'
prior written notice to the other affected entities. Notwithstanding the
foregoing, if
-103-
<PAGE>
Participating Subscriber's Apollo Agreement or if Vendor's Reservation Services
Agreement is terminated for any reason, the Reservation Services shall terminate
concurrently therewith.
PARTICIPATING SUBSCRIBER
____________________________________
Signature
____________________________________
Printed Name
____________________________________
Date
-104-
<PAGE>
EXHIBIT R3
GT Standard Development Requirements
Worldspan
-105-
<PAGE>
CRS bridging Procedures
WORLDSPAN
In order to enable booking on your site, ITN must be able to access Worldspan on
your behalf. ITN does this by emulating the pseudo city code of your travel
agency. The following instructions will enable emulation to ITN.
Agency Enters:
1. KYAZ8S (Z8S is ITN's Worldspan SID).
2. Place a Y in the KYA Table for the following options:
. Access PNRs
. Access Profiles
. Emulation (Fees from Worldspan may apply, contact your account manager
for details.)
. Allow QEP/QEM
For additional information refer to the Worldspan help system by typing in "HELP
KYA" or "INFO KYA".
-106-
<PAGE>
EXHIBIT R4
GT Standard Development Requirements
Sabre.d
-107-
<PAGE>
sabre triple a Procedures
A Sabre line must be installed at ITN in order to enable your site. Installing
a Sabre line usually takes six to eight (6-8) weeks, so it is imperative that
the process begin immediately. This page outlines all necessary actions and who
is responsible for each.
Corporate Travel Office/Travel Agency:
- --------------------------------------------------------------------------------
. Contact Sabre and request that a sabre circuit with a LEVEL 1 Address be
installed at ITN (NOT a level 6). It should be a 4-wire dedicated (non dial-
up) 9600 baud X.25 line (standard Sabre fare) with a DSU attached.
. Calculate the number of TAs (logical ports) that need to be installed at ITN.
Use the total size of the travel population to estimate the maximum number of
possible bookings per day. ITN recommends a minimum of one TA per 4 bookings
per day. Increasing this ratio will improve performance up to a ceiling of 1
TA per 1.5 bookings/day.
. Complete the SABRE LINE INFORMATION (attached) and email copies to ITN:
1) [email protected] (Operations)
2) [email protected] (Project Management)
- --------------------------------------------------------------------------------
Sabre:
- --------------------------------------------------------------------------------
. Sabre is responsible for installation from this point on.
. Sabre must contact ITN Operations in advance to schedule installation.
No one is admitted into the ITN Data Center without an appointment and an
expressly stated business purpose.
- --------------------------------------------------------------------------------
The contact at ITN is: The drop for the line is to:
Operations 453 Sherman Avenue
(650) 614-6300 Palo Alto, California 94306
- --------------------------------------------------------------------------------
1. Sabre arranges for PacBell to install the line (a "local loop") and assign a
ticket number to ITN.
2. Sabre arranges for AT&T to test the line.
3. Sabre installs a DSU and tests for fuctionality.
* Sabre does not need to supply a gateway machine, as ITN uses their own.
- --------------------------------------------------------------------------------
ITN Operations and Engineering:
- --------------------------------------------------------------------------------
. Use the received SABRE LINE INFORMATION to configure the connection.
- --------------------------------------------------------------------------------
Project Management:
- --------------------------------------------------------------------------------
. Arrange a conference call with the travel agency to complete emulation.
- --------------------------------------------------------------------------------
Enable emulation using the following procedures:
- --------------------------------------------------------------------------------
Step # ITN Enters: Agency Enters:
- --------------------------------------------------------------------------------
1 W/TAA ITN pseudo *B new pseudo W/TAA new pseudo *B ITN pseudo
(example: W/TAAXXYZBYYXX) (example: W/TAAYYXXBXXYZ)
- --------------------------------------------------------------------------------
2 W/TAA ITN pseudo *C new pseudo W/TAA new pseudo *C ITN pseudo
(example: W/TAAXXYZCYYXX) (example: W/TAAYYXXCXXYZ)
- --------------------------------------------------------------------------------
* less than
-108-
<PAGE>
Sabre Line Information
INSTRUCTIONS
. The following information is required to configure your site. Any missing
or incorrect information will result in delays.
. Make sure that your agency has updated their database (example: UAT table)
with the new Sabre line information.
. Complete this information as soon as possible and email copies to ITN:
1) [email protected] (ITN Operations)
2) [email protected] (Project Management)
REQUIRED INFORMATION
- --------------------------------------------------------------------------------
1. Company Name:..............................................................
2. Travel Agency:.............................................................
3. CRS Provider:..............................................................
4. Line Type:.................................................................
5. Line Speed:................................................................
6. IA Line Number:............................................................
7. TA Numbers:................................................................
8. Circuit Number:............................................................
9. Pseudo City:...............................................................
10. X.25/ALC Phone Number (DTE Address):.......................................
11. X.121 Address (DNA#):......................................................
12. Installation Ticket:.......................................................
13. CRS Technical Contact:.....................................................
14. Phone Number:..............................................................
- --------------------------------------------------------------------------------
NOTE: If your X.25 phone number has a 5 digit prefix, include it in your entry.
Sabre Hardware Desk: (800) 555-4533 (dial 8)
SAMPLE EMAIL
- --------------------------------------------------------------------------------
1. Company Name: XYZ Corporation
2. Travel Agency: ABC Travel
3. CRS Provider: SABRE
4. Line Type: 56K Analog Line
5. Line Speed: 56KB
6. IA Line Number: 89AB
7. TA Numbers: 02, 04, 06, 08, 0A, 0C, 0E, 10, 12, 14, 16, 18
8. Circuit Number: AREC 90165 ATI
9. Pseudo City: JK48
10. X.25/ALC Phone # 103156 918 532 1234
11. X.121 Address (DNA#) : 408 26654
12. Installation Ticket:
13. CRS Technical Contact: John Doe
14. Phone Number: 972 555 2345
- --------------------------------------------------------------------------------
-109-
<PAGE>
EXHIBIT R5
GT Standard Development Requirements
Amadeus.d
-110-
<PAGE>
CRS Emulation Procedures
AMADEUS
In order to enable booking on your site, ITN must be able to access Amadeus on
your behalf. ITN does this by emulating the pseudo city code of your travel
agency.
Your project manager will set up a conference call with your agency. The
following instructions will enable emulation to ITN.
- --------------------------------------------------------------------------------
Step # Agency Enters: ITN Enters:
- --------------------------------------------------------------------------------
1 JTON - turn on security JTON - turn on security
- --------------------------------------------------------------------------------
2 JT* - display security table JT* - display security table
- --------------------------------------------------------------------------------
3 JTA/00755790/PNR/QUE-RW JTA/agency ARC/PNR/QUE-RW
- --------------------------------------------------------------------------------
4 JTA*y JTA*y
- --------------------------------------------------------------------------------
5 JTOFF JTOFF
- --------------------------------------------------------------------------------
To Queue Records:
QEP/ARC number/7*D2 (queue and designation)
AMADEUS Technical Support:
1-800-327-3618
-111-
<PAGE>
EXHIBIT R6
GT Standard Development Requirements
Galileo.c
-112-
<PAGE>
CRS Emulation Procedures
GALILEO
In order to enable booking on your site, ITN must be able to access Galileo on
your behalf. ITN does this by obtaining authorization from Galileo to emulate
the pseudo city code of your travel agency. Fill out the attached contract and
send the signed original to the address listed below. Faxes are not acceptable.
(Your Project Manager)
Internet Travel Network
445 SHERMAN AVENUE
Palo Alto, CA 94306
Your Project Manager will notify you when Galileo emulation has been enabled.
-113-
<PAGE>
<TABLE>
<CAPTION>
FROM: TO:
<S> <C>
Galileo Centre Europe
____________________________________________________ Windmill Hill
Name of Participating Subscriber/Pseudo City Code Swindon
Wiltshire SN5 6PH
____________________________________________________ United Kingdom
Address 1 ATTN: Paul Mullery
Fax: 011-44-1793-888-063
____________________________________________________ Email:
Address 2
AND TO VENDOR:
____________________________________________________ Internet Travel Network / Pseudo 76EJ
Postal Code/Country 445 Sherman Ave
Palo Alto, CA 94306
____________________________________________________
Name of ITN Corporate Client
Planned Activation Date:____________________________
</TABLE>
1. The undersigned participating subscriber ("Participating Subscriber")
acknowledges and agrees that: (i) Galileo has made Galileo Services
available to the above-named vendor ("Vendor") for the purpose of providing
various reservation services ("Reservation Services") to participating
travel agencies and corporate entities; and (ii) Participating Subscriber
desires to utilize Vendor's Reservation Services in connection with its
rendering of services to the above-named corporate client ("Client").
Therefore, Participating Subscriber hereby authorizes Galileo to
programmatically permit Vendor to access any passenger name records, PRO-
files, travel policy information, negotiated airfares, car rental rates,
preferred hotel properties and rates and other similar information
contained in the above-referenced Client pseudo city code.
2. Participating Subscriber agrees to release and indemnify, defend and hold
Galileo, its owners, officers, directors, employees and agents, harmless
from all damages and claims for damages, suits, recoveries, judgments or
executions (including litigation costs, expenses and reasonable attorneys'
fees) which may be made, had, brought or recovered by any third person by
reason of or on account of Participating Subscriber's performance,
nonperformance or improper performance of, or action or inaction in
connection with, Participating Subscriber's use of the Reservation
Services.
Participating Subscriber hereby waives and releases any and all obligations
and liabilities of Galileo, and any and all rights, claims and remedies
against Galileo, express or implied, arising by law or otherwise and solely
resulting from any Galileo Services delays, errors, malfunctions or
interruptions of service experienced by Vendor, whether or not beyond the
control of Galileo or caused in whole or in part by the negligence of
Galileo, including any liability, obligation, right, claim or remedy in
tort, and including any liability, obligation, right, claim or remedy for
loss of revenue or profit or any other indirect, incidental or
consequential damages.
3. Participating Subscriber has designated above, and on an additional page
attached if necessary, the name, address and pseudo city code of each
location of Participating Subscriber which is covered under Participating
Subscriber's agreement for Galileo Services ("Galileo Agreement") and for
which Reservation Services are to be provided. If, after the execution of
this Request, Participating Subscriber elects to add branch locations which
are covered under its Galileo Agreement, Participating Subscriber shall
provide Galileo and Vendor with additional Requests for Reservation
Services, after which Galileo shall have ten (10) days within which to make
Galileo Services, on behalf of such newly designated location, available to
Vendor.
-114-
<PAGE>
4. Galileo, Vendor, or Participating Subscriber may terminate the Reservation
Services at any location included in this Request with thirty (30) days'
prior written notice to the other affected entities. Notwithstanding the
foregoing, if Participating Subscriber's Galileo Agreement or if Vendor's
Reservation Services Agreement is terminated for any reason, the
Reservation Services shall terminate concurrently therewith.
PARTICIPATING SUBSCRIBER
___________________________________
Signature
___________________________________
Printed Name
___________________________________
Date
-115-
<PAGE>
EXHIBIT R7
GT Standard Development Requirements
User_db_template
-116-
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
company text 64 Company Name Internet Travel Network
division alphanumeric 32 Typically used to identify company group where travel is Sales
charged.
cost_ctr alphanumeric 16 Typically used to identify cost center where travel is West Coast Region
charged. It may be a number or a name, depending on company
protocol.
position text 64 user's title or position in the company VP sales
seat text 8 Enter the user preference: window or aisle. If the user window
does not use the seatmapping feature to select a seat, the
system will automatically attempt to reserve a seat based
on this preference.
depart text 3 home airport- use the 3 letter code SFO
skill text 8 This is a defined set: expert or novice user? Expert expert
users get a list of available seats (in code) when
available flights are displayed.
co_num alphanumeric 32 Company number sale12343
dept_num alphanumeric 32 department number 800 Optional
emp_no alphanumeric 16 Enter the employee number if your company requires them. JSM112
mail_stop alphanumeric 64 Mail Stop: building, suite, department, etc. Suite C
pickup_loc alphanumeric 64 where the tickets are to be delivered Front desk
ta_auth_name text 64 If your corporate travel policy requires the approval of a Joe Travelboss
travel authorizer to book itineraries, enter the name(s),
employee number (if applicable) and email of the users'
travel authorizer. Otherwise leave them blank.
ta_auth_emp_no alphanumeric 32 employee # of the traveler's authorizer JTB1234
ta_auth_email alphanumeric 64 If a travel authorizer is entered, you must enter their [email protected]
email.
cc_type_air text 2 Optional air credit card: if filled in, this card is for MC
air purchases
cc_num_air number 16 air credit card number 0989123498700123
cc_exp_air alphanumeric 5 air credit card expiration date mm/yy
cc_name_pers text 64 name on credit card for personal use- this is optional John Q. Adams
<CAPTION>
<S> <C>
company Level 1 category in the Corp
dimension of the Global
Observer. Consult your ITN
Sales Executive for further
information.
division Level 2 category in the Corp
dimension of the Global
Observer
cost_ctr Level 3 category in the Corp
dimension
position Level 4 category
seat This is a defined set: window
or aisle. You can enter only
one of these two choices.
depart Optional
skill Optional- If filled in, there
are only two options
co_num Optional
dept_num Optional
emp_no Optional
mail_stop Optional
pickup_loc Optional
ta_auth_name Optional
ta_auth_emp_no Optional
ta_auth_email
cc_type_air Optional
cc_num_air Optional
cc_exp_air Optional
cc_name_pers Optional
</TABLE>
-117-
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
cc_type_pers text 2 Optional personal cc: If this is filled in, this card is for VI
personal itineraries that are not company related.
cc_num_pers number 16 personal credit card number 3232000143436565
cc_exp_pers alphanumeric 5 personal credit card expiration date mm/yy
meal text 16 The defined set is: standard, vegetarian, asian vegetarian, vegetarian
seafood, kosher, muslim, oriental (asian), hindu, low fat,
low cholesterol, low protein, low sodium, gluten free, high
fiber, diabetic, non-lactose, low purin, raw vegetarian,
child, bland
ssr text 25 Special Service Request: currently, there is only one wheelchair request
possible entry-wheelchair request. If the user does not
require a wheelchair, leave this field empty.
air_avail number 2 maximum default # of flights per leg that is shown on the 10
air availability page. The defined set is: 5,10,15.
air_inst text 64 special instructions for airlines American Platinum
Member
ff_carr.1 alphanumeric 2 frequent flyer airline-enter the name of the airline AA
ffnum.1 alphanumeric 25 frequent flyer number 2255373470
ff_carr.2 alphanumeric 2 frequent flyer airline-enter the name of the airline AA
ffnum.2 alphanumeric 25 frequent flyer number 2255373471
ff_carr.3 alphanumeric 2 frequent flyer airline-enter the name of the airline AA
ffnum.3 alphanumeric 25 frequent flyer number 2255373472
ff_carr.4 alphanumeric 2 frequent flyer airline-enter the name of the airline AA
ffnum.4 alphanumeric 25 frequent flyer number 2255373473
ff_carr.5 alphanumeric 2 frequent flyer airline-enter the name of the airline AA
ffnum.5 alphanumeric 25 frequent flyer number 2255373474
ff_carr.6 alphanumeric 2 frequent flyer airline-enter the name of the airline AA
ffnum.6 alphanumeric 25 frequent flyer number 2255373475
car_size text 2 Enter the type of car that the user prefers. This is a EC
defined set. Options include: mini, economy, compact,
intermediate, standard, full size, premium, luxury,
minivan, full van
car_category alphanumeric 2 this is a defined set. (2-door, 4-door, 2 or 4 door) 2-door
<CAPTION>
<S> <C>
cc_type_pers Optional
cc_num_pers Optional
cc_exp_pers Optional
meal Optional-Enter the user's
personal meal preference.
Use only the defined set.
Note that some carriers may
not offer all the examples
listed.
ssr Optional
air_avail Optional-Leaving this blank
will default to 5
air_inst Optional
ff_carr.1 Optional-If filled in, enter
the 2 letter code
ffnum.1
ff_carr.2 Optional-If filled in, enter
the 2 letter code
ffnum.2
ff_carr.3 Optional-If filled in, enter
the 2 letter code
ffnum.3
ff_carr.4 Optional-If filled in, enter
the 2 letter code
ffnum.4
ff_carr.5 Optional-If filled in, enter
the 2 letter code
ffnum.5
ff_carr.6 Optional-If filled in, enter
the 2 letter code
ffnum.6
car_size Optional
car_category Optional
</TABLE>
-118-
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
car_tranny text 16 There are only two choices: automatic or manual. This is Manual
optional- leaving it blank will default to automatic.
car_avail number 2 displays up to (10, 20, 30, 40) choices on the car 10
availability screen. The default is 10
car_inst text 64 special instructions for car rentals smoking and A/C
car_mem_co.1 alphanumeric 2 car vendor membership- Enter the name of the vendor. ZE
car_mem_id.1 alphanumeric 25 car membership number EF935C
car_mem_co.2 alphanumeric 2 car vendor membership- Enter the name of the vendor. ZE
car_mem_id.2 alphanumeric 25 car membership number EF935C
car_mem_co.3 alphanumeric 2 car vendor membership- Enter the name of the vendor. ZE
car_mem_id.3 alphanumeric 25 car membership number EF935C
car_mem_co.4 alphanumeric 2 car vendor membership- Enter the name of the vendor. ZE
car_mem_id.4 alphanumeric 25 car membership number EF935C
hot_avail num 2 The maximum default number of hotels to display on the 12
hotel availability screen. The defined set is:
3,6,9,12,15,18,21,24,27,30
hot_inst text 256 special instructions for hotel smoking room
hot_mem_co.1 text 2 hotel membership- Enter the name of the hotel chain HY
hot_mem_id.1 alphanumeric 25 hotel membership number 23432
hot_mem_co.2 text 2 hotel membership- must enter the two letter code HY
hot_mem_id.2 alphanumeric 25 hotel membership number 23433
hot_mem_co.3 text 2 hotel membership- must enter the two letter code HY
hot_mem_id.3 alphanumeric 25 hotel membership number 23434
hot_mem_co.4 text 2 hotel membership- must enter the two letter code HY
hot_mem_id.4 alphanumeric 25 hotel membership number 23435
ta_policy alphanumeric 64 name of the assigned travel policy Upper Management policy
mgr_email.1 alphanumeric 64 email address to which copy of itinerary is sent [email protected]
mgr_email.2 alphanumeric 64 email address to which copy of itinerary is sent [email protected]
mgr_email.3 alphanumeric 64 email address to which copy of itinerary is sent [email protected]
<CAPTION>
<S> <C>
car_tranny Optional
car_avail Optional- if filled in, it
should be the same for all
users.
car_inst Optional
car_mem_co.1 Optional- If filled in, enter
the 2 letter code
car_mem_id.1
car_mem_co.2 Optional- If filled in, enter
the 2 letter code
car_mem_id.2
car_mem_co.3 Optional- If filled in, enter
the 2 letter code
car_mem_id.3
car_mem_co.4 Optional- If filled in, enter
the 2 letter code
car_mem_id.4
hot_avail Optional
hot_inst Optional
hot_mem_co.1 Optional- If filled in, enter
the 2 letter code
hot_mem_id.1
hot_mem_co.2 Optional- If filled in, enter
the 2 letter code
hot_mem_id.2
hot_mem_co.3 Optional- If filled in, enter
the 2 letter code
hot_mem_id.3
hot_mem_co.4 Optional- If filled in, enter
the 2 letter code
hot_mem_id.4
ta_policy Optional- enter only if the
user has an assigned policy.
mgr_email.1 Optional
mgr_email.2 Optional
mgr_email.3 Optional
</TABLE>
-119-
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
pass_country text 32 country where passport was issued USA
pass_no alphanumeric 32 passport number 120003004456
pass_exp alphanumeric 8 passport expiration date mm/dd/yy
visa_co.0 text 32 country for which a visa was issued Japan
visa_no.0 alphanumeric 32 visa number 12349876
visa_exp.0 num 8 visa expiration date mm/dd/yy
visa_co.1 text 32 country for which a visa was issued Germany
visa_no.1 alphanumeric 32 visa number 12349877
visa_exp.1 num 8 visa expiration date mm/dd/yy
visa_co.2 text 32 country for which a visa was issued France
visa_no.2 alphanumeric 32 visa number 12349878
visa_exp.2 num 8 visa expiration date mm/dd/yy
pwd_chg_date alphanumeric 16 Password expiration date- Entering a date here will 0
require users to re-enter a password after the set time
period.
If you don't want to enter passwords for every single user,
enter a generic password for all users, and a zero in
pwd_chg_date. This will expire the preset password
immediately, meaning that each user must define their own
passwords upon first use.
<CAPTION>
<S> <C>
pass_country Optional
pass_no Optional
pass_exp Optional
visa_co.0 Optional
visa_no.0 Optional
visa_exp.0 Optional
visa_co.1 Optional
visa_no.1 Optional
visa_exp.1 Optional
visa_co.2 Optional
visa_no.2 Optional
visa_exp.2 Optional
pwd_chg_date Optional- If filled in, enter
the same value for all users,
using the mm/dd/yy format.
</TABLE>
-120-
<PAGE>
EXHIBIT R8
GT Standard Development Requirements
Preferred_properties_temp
-121-
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
DB Required? Data length DEFINITION EXAMPLE NOTES
Headers Type limit
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
name Required text 64 Name of property Marriott Enter the full name
Albuquerque
- ------------------------------------------------------------------------------------------------------------------------------------
chain Required text 2 Chain affiliation of property MC TWO letter code only
- TWO letter code only
- ------------------------------------------------------------------------------------------------------------------------------------
crs_code Required number 16 CRS property number - should 1082 This is an INDEXED FIELD.
consist of DIGITS only
- ------------------------------------------------------------------------------------------------------------------------------------
apt_code Required text 3 Three letter code of the ABQ Three letter code only- it must be
related airport recognized by the CRS. This is an
INDEXED FIELD.
- ------------------------------------------------------------------------------------------------------------------------------------
apt_dist Required number 3 Distance from the airport 8 Enter the numeric value ONLY. Units of
miles or kilometers are covered in
apt_units.
- ------------------------------------------------------------------------------------------------------------------------------------
apt_units Required text 2 Mi for miles, Km for MI This is a defined set: km or mi
kilometers
- ------------------------------------------------------------------------------------------------------------------------------------
apt_dir Required text 2 Direction from airport to NE Single and double character entries are
hotel: "The SF Hilton is allowed.
located 12 miles northwest of
SFO." Use the defined set:
N, S, W, E,NW, NE, SW, SE.
- ------------------------------------------------------------------------------------------------------------------------------------
location Required text 1 What type of neighborhood is S This is an INDEXED FIELD.
the hotel in? Use the
defined set: A- airport;
C- city; S- suburb.
- ------------------------------------------------------------------------------------------------------------------------------------
facility Highly text 64 Company facility name closest Albuquerque This is an INDEXED FIELD. When searching
Suggested to hotel property Campus for a hotel, the system will provide the
option to search by facility. (if there
is a facility listed)
- ------------------------------------------------------------------------------------------------------------------------------------
rate 1 Required number 16 Numeric value for seasonal 116 Do not add currency- numbers only.
rate
- ------------------------------------------------------------------------------------------------------------------------------------
start_date 1 Required alpha 8 Start date of the seasonal 36161 Must be in mm/dd/yy format. m/d/yy is
numeric rate: mm/dd/yy also acceptable.
- ------------------------------------------------------------------------------------------------------------------------------------
end_date 1 Required alpha 8 End date of the seasonal 36191 Must be in mm/dd/yy format. m/d/yy is
numeric rate: mm/dd/yy also acceptable.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
-122-
<PAGE>
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
rate2-6 see notes --> number 16 Seasonal rate The Template sheet provides for 2 seasonal rates, but you
are allowed up to four. Insert additional columns as
necessary. Remember to include the ratex, start_datex, and
-
end_datex for each entry. If you need more than six, consult
-
your project manager.
- ----------------------------------------------------------------------
start_date see notes --> alpha 8 Start date
2-6 numeric
- ----------------------------------------------------------------------
end_date see notes --> alpha 8 End date
2-6 numeric
- ------------------------------------------------------------------------------------------------------------------------------------
currency Required text 3 Three letter code of currency USD Three letter code only
- ------------------------------------------------------------------------------------------------------------------------------------
cancel Required alpha 32 Advance notice required 6pm Some hotels have a cutoff time
numeric before a penalty is assessed (such as 6pm) instead of a set
for cancellation period.
- ------------------------------------------------------------------------------------------------------------------------------------
neg_service Optional text 512 Negotiated Services- Enter express check-in, Entering data in this field will
any additional services or express check-out, replace the default CRS
amenities that have been business center, description. If this field is used,
negotiated. credit card access, it is advised to also fill in the
newspaper, morning description field that follows.
coffee/tea, health
facility, parking,
modem, dataport,
guest voice mail, two
line phone
- ------------------------------------------------------------------------------------------------------------------------------------
description Optional text 512 Enter additional information Adjacent to Park Entering data in this field will
not mentioned in the CRS Square Winrock and Teplace the default description.
description. Coronado malls in the ihis field should be filled out
uptown business if: 1) the property is not listed
district. Sandia an the CRS database, or 2) if there
National Labs wre specific descriptions that
Kirtland AFB State could be relevant to your travelers.
Fairgounds theaters
and restaurant district.
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
*NOTE: On the hotel inquiry page, the user is given the option to search for hotels based upon various index groups.
- ------------------------------------------------------------------------------------------------------------------------------------
Indexing criteria are: (apt_code), (location), (facility), and (crs_code).
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
-123-
<PAGE>
EXHIBIT S
Obligations of the Parties in Implementation
-124-
<PAGE>
Site Implementation Process
* AmEx implementation resources will be responsible for
1. Providing the GetThere.com implementation manager with the site build
work order & all customer content according to pre-established
specifications
2. Processing any necessary permissions to create CRS emulation or bridged
access to the AmEx CRS pseudo city where PNRs will be created
3. Handling all direct interface with the customer (content collection,
status meetings, etc.)
4. Conducting customer orientation/training (end user, system administrator,
agency) as needed
5. Modifying the standard configuration settings (defined in the site style)
to accommodate customer needs when necessary
6. Assisting the customer to configure system features & perform "adminable"
template changes as applicable
7. Coordinating customer leased line installations in conjunction with
GetThere.com Operations team
8. Performing final site configuration testing & obtaining customer sign-off
* GetThere.com implementation resources will be responsible for
1. Training the AmEx implementation team on the GetThere.com features &
configuration process
2. Developing standard implementation documents, work order requests,
project plans
3. Creating new sites in the pre-defined site style according to the site
build work order
4. Placing the custom graphics, loading hotel & user databases
5. Connecting to the AmEx host PCC
6. Creating preliminary test bookings; releasing site to AmEx team for
configuration & testing
7. Performing final configuration modifications
8. Assisting the AmEx team with the development of a statement of work and
customization work order requests where applicable
Proposed Development:
* In order to assist the implementation process, GetThere.com engineering
resources will develop
1. Interface to "Speedy" fare search engine to incorporate negotiated fares
into pricing process
2. Several AmEx site styles to incorporate common standards such as:
"Adminable" customization of text & labels on most pages
Separate, unique default travel policies
Standard AmEx reason codes for policy exception
Common set of PNR Formats per CRS
Common set of profile standards per CRS (for profile synchronization)
Standard air and car configuration settings
Standard set of announcements
Standard ticket delivery options
Other common standards
3. Automated feed process to extract & convert data to GetThere.com spec for
loading customer negotiated hotel rates using daily update feed process from
AmEx's negotiated hotel rates database
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<PAGE>
Out-of-scope Requests:
For customers with unique requirements that fall outside the scope of the pre-
determined site styles developed, GetThere.com will work with the AmEx
implementation leader to create a statement of work that will define the
specific nature of the customer requirements. (An example of an out-of-scope
request would be a customer requirement for "Single Sign-On"; a customer
request that their user data be reformatted into acceptable GetThere.com format,
etc.) The statement of work will be used to determine the level of effort
required to meet the customer's needs and to generate a pricing proposal and
preliminary timeline for completion of the out-of-scope request.
Customization Requests:
"Customization" will be defined as:
1. New Feature: Request or enhancement that requires engineering
development & code release
2. Special UI Modifications: Text changes, design changes, special
javascript pop-up windows, etc. cannot always be accommodated by
DisplayMaster. These changes must be performed by GetThere.com web
designers & will be considered "customization" requests.
3. Consulting Services: Extensive configuration changes that require
greater than 120% of the standard time frame allocated for the
completion of the task will be assigned to a GetThere.com Program
Consultant for completion. For example, a special PNR format
requirement may result in the need for the programming & testing of a
series of complex PNR editor commands. Requests for GetThere.com
personnel to complete tasks that have been defined as customer or AmEx
responsibilities would also fall into this category.
All Customization Requests will be scoped and priced according to prevailing
rates. The customer will receive a work order with pricing for approval before
custom work begins.
Content Deliverables:
The AmEx implementation team will be responsible for providing customer content
according to the standards described in the following documents:
Package B: This document will be used to capture standard PNR formats, customer
graphic specifications, travel policy requirements, etc. When the AmEx site
style default standards are established, PNR formats, standard reason codes,
basic policy information, etc. can be incorporated into the default settings
when the site is initially created, and will not need to be captured separately
in Package B.
User database: This spreadsheet provides the standard database fields used to
capture user data. Please refer to the key for descriptions of field types &
lengths.
Preferred Properties Database: This spreadsheet provides the standard database
fields used to capture customer-preferred hotels & negotiated hotel rates.
Please refer to the key for descriptions of field types & lengths.
-126-
<PAGE>
EXHIBIT T
GT Standard Implementation Process
-127-
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
USER DATABASE TYPE length DESCRIPTION
HEADERS limit
- ------------------------------------------------------------------------------
<S> <C> <C> <C>
user text 32 login name for ITN
site
pwd alphanumeric 64 user password to
enter the site- it
must be at least 5
profile alphanumeric 64 This field is CRS
dependent. Enter the
user profile used by
your travel agency
to create a PNR.
first_name text 32 user first name
middle_i text 1 user middle initial
last_name text 32 user last name
day_phone number 32 User's work phone
number. Include area
codes- use the native
format for phone
#s-the system will
automatically reformat
it for ITN use
fax_phone num 32 fax number where user
can be reached. phone
# can be entered in
the native format- it
will automatically
be reformatted for
ITN use.
home_phone num 32 user's home phone.
Phone # can be entered
in the native
format-it will be
automatically
reformatted for ITN
use.
email alphanumeric 64 user email address
address text 64 street address
city text 32 city
state text 32 state or province. US
users can only enter 2
digit state codes.
zip alphanumeric 16 address postal code
country text 32 This field is optional
if all users are
located in the same
country. If users
reside in different
countries, this field
is mandatory for all
users. Enter the
country name in its
entirety.
cc_type text 2 credit card type This
card is the default
for all purchases
unless other cards are
included. This card
will always be the
default for hotels,
even if additional
credit cards are
listed for air
purchases
<CAPTION>
- --------------------------------------------------------------------------------
USER DATABASE EXAMPLE NOTES
HEADERS
- --------------------------------------------------------------------------------
<S> <C> <C>
user jsmith Must be unique
pwd smithsecret If you do not know, or if you do not
want to enter a unique value for
every user, see the description for
the pwd_chg_date field. (it's the
last one)
profile NM1SMITH/JOHN
first_name John
middle_i Q Optional
last_name Smith
day_phone (650) 614-6300
fax_phone 650-614-6390
home_phone 650-614-6300 Optional- only to reach the user
after hours if necessary
email [email protected] Optional
address 445 Sherman
city Palo Alto
state CA US users can enter only 2
digit state codes
zip 94306
country USA Optional- see description
cc_type AX, VI, MC Must be in 2 letter code
</TABLE>
-128-
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
cc_num number 16 credit card number 4252789809874432
cc_exp alphanumeric 5 credit card expiration date- 12/99
company text 64 Company Name Internet Travel Network
division alphanumeric 32 Typically used to identify company group where travel is Sales
charged.
cost_ctr alphanumeric 16 Typically used to identify cost center where travel is West Coast Region
charged. It may be a number or a name, depending on company
protocol.
position text 64 user's title or position in the company VP sales
seat text 8 Enter the user preference: window or aisle. If the user window
does not use the seatmapping feature to select a seat, the
system will automatically attempt to reserve a seat based
on this preference.
depart text 3 home airport- use the 3 letter code SFO
skill text 8 This is a defined set: expert or novice user? Expert expert
users get a list of available seats (in code) when
available flights are displayed.
co_num alphanumeric 32 Company number sale12343
dept_num alphanumeric 32 department number 800
emp_no alphanumeric 16 Enter the employee number if your company requires them. JSM112
mail_stop alphanumeric 64 Mail Stop: building, suite, department, etc. Suite C
pickup_loc alphanumeric 64 where the tickets are to be delivered Front desk
ta_auth_name text 64 If your corporate travel policy requires the approval of a Joe Travelboss
travel authorizer to book itineraries, enter the name(s),
employee number (if applicable) and email of the users'
travel authorizer. Otherwise leave them blank.
<CAPTION>
<S> <C>
cc_num If more than 15 digits are
entered, Excel converts them
into scientific notation. To
prevent this, first select
the appropriate column. Go
to the Format menu- select
Cells, then the Number tab.
Select "text" as the display
category.
cc_exp must be in mm/yy format
company Level 1 category in the Corp
dimension of the Global
Observer. Consult your ITN
Sales Executive for further
information.
division Level 2 category in the Corp
dimension of the Global
Observer
cost_ctr Level 3 category in the Corp
dimension
position Level 4 category
seat This is a defined set: window
or aisle. You can enter only
one of these two choices.
depart Optional
skill Optional- If filled in, there
are only two options
co_num Optional
dept_num Optional
emp_no Optional
mail_stop Optional
pickup_loc Optional
ta_auth_name Optional
</TABLE>
-129-
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ta_auth_emp_no alphanumeric 32 employee # of the traveler's authorizer JTB1234
ta_auth_email alphanumeric 64 If a travel authorizer is entered, you must enter their [email protected]
email.
cc_type_air text 2 Optional air credit card: if filled in, this card is for MC
air purchases
cc_num_air number 16 air credit card number 0989123498700123
cc_exp_air alphanumeric 5 air credit card expiration date mm/yy
cc_name_pers text 64 name on credit card for personal use- this is optional John Q. Adams
cc_type_pers text 2 Optional personal cc: If this is filled in, this card is VI
for personal itineraries that are not company related.
cc_num_pers number 16 personal credit card number 3232000143436565
cc_exp_pers alphanumeric 5 personal credit card expiration date mm/yy
meal text 16 The defined set is: standard, vegetarian, asian vegetarian, vegetarian
seafood, kosher, muslim, oriental (asian), hindu, low fat,
low cholesterol, low protein, low sodium, gluten free, high
fiber, diabetic, non-lactose, low purin, raw vegetarian,
child, bland
ssr text 25 Special Service Request: currently, there is only one wheelchair request
possible entry- wheelchair request. If the user does not
require a wheelchair, leave this field empty.
air_avail number 2 maximum default # of flights per leg that is shown on the 10
air availability page. The defined set is: 5,10,15.
air_inst text 64 special instructions for airlines American Platinum Member
ff_carr.1 alphanumeric 2 frequent flyer airline- enter the name of the airline AA
ffnum.1 alphanumeric 25 frequent flyer number 2255373470
ff_carr.2 alphanumeric 2 frequent flyer airline- enter the name of the airline AA
ffnum.2 alphanumeric 25 frequent flyer number 2255373471
ff_carr.3 alphanumeric 2 frequent flyer airline- enter the name of the airline AA
ffnum.3 alphanumeric 25 frequent flyer number 2255373472
ff_carr.4 alphanumeric 2 frequent flyer airline- enter the name of the airline AA
ffnum.4 alphanumeric 25 frequent flyer number 2255373473
ff_carr.5 alphanumeric 2 frequent flyer airline- enter the name of the airline AA
ffnum.5 alphanumeric 25 frequent flyer number 2255373474
<CAPTION>
<S> <C>
ta_auth_emp_no Optional
ta_auth_email
cc_type_air Optional
cc_num_air Optional
cc_exp_air Optional
cc_name_pers Optional
cc_type_pers Optional
cc_num_pers Optional
cc_exp_pers Optional
meal Optional- Enter the user's
personal meal preference.
Use only the defined set.
Note that some carriers may
not offer all the examples
listed.
ssr Optional
air_avail Optional- Leaving this blank
will default to 5
air_inst Optional
ff_carr.1 Optional- If filled in, enter
the 2 letter code
ffnum.1
ff_carr.2 Optional- If filled in, enter
the 2 letter code
ffnum.2
ff_carr.3 Optional- If filled in, enter
the 2 letter code
ffnum.3
ff_carr.4 Optional- If filled in, enter
the 2 letter code
ffnum.4
ff_carr.5 Optional- If filled in, enter
the 2 letter code
ffnum.5
</TABLE>
-130-
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
ff_carr.6 alphanumeric 2 frequent flyer airline-enter the name of the airline AA
ffnum.6 alphanumeric 25 frequent flyer number 2255373475
car_size text 2 Enter the type of car that the user prefers. This is a EC
defined set. Options include: mini, economy, compact,
intermediate, standard, full size, premium, luxury,
minivan, full van
car_category alphanumeric 2 this is a defined set. (2-door, 4-door, 2 or 4 door) 2-door
car_tranny text 16 There are only two choices: automatic or manual. This is Manual
optional-leaving it blank will default to automatic.
car_avail number 2 displays up to (10, 20, 30, 40) choices on the car 10
availability screen. The default is 10
car_inst text 64 special instructions for car rentals smoking and A/C
car_mem_co.1 alphanumeric 2 car vendor membership-Enter the name of the vendor. ZE
car_mem_id.1 alphanumeric 25 car membership number EF935C
car_mem_co.2 alphanumeric 2 car vendor membership-Enter the name of the vendor. ZE
car_mem_id.2 alphanumeric 25 car membership number EF935C
car_mem_co.3 alphanumeric 2 car vendor membership-Enter the name of the vendor. ZE
car_mem_id.3 alphanumeric 25 car membership number EF935C
car_mem_co.4 alphanumeric 2 car vendor membership-Enter the name of the vendor. ZE
car_mem_id.4 alphanumeric 25 car membership number EF935C
hot_avail num 2 The maximum default number of hotels to display on the 12
hotel availability screen. The defined set is:
3,6,9,12,15,18,21,24,27,30
hot_inst text 256 special instructions for hotel smoking room
hot_mem_co.1 text 2 hotel membership-Enter the name of the hotel chain HY
hot_mem_id.1 alphanumeric 25 hotel membership number 23432
hot_mem_co.2 text 2 hotel membership-must enter the two letter code HY
hot_mem_id.2 alphanumeric 25 hotel membership number 23433
hot_mem_co.3 text 2 hotel membership-must enter the two letter code HY
hot_mem_id.3 alphanumeric 25 hotel membership number 23434
hot_mem_co.4 text 2 hotel membership-must enter the two letter code HY
<CAPTION>
<S> <C>
ff_carr.6 Optional-If filled in, enter
the 2 letter code
ffnum.6
car_size Optional
car_category Optional
car_tranny Optional
car_avail Optional-if filled in, it
should be the same for all
users.
car_inst Optional
car_mem_co.1 Optional-If filled in, enter
the 2 letter code
car_mem_id.1
car_mem_co.2 Optional-If filled in, enter
the 2 letter code
car_mem_id.2
car_mem_co.3 Optional-If filled in, enter
the 2 letter code
car_mem_id.3
car_mem_co.4 Optional-If filled in, enter
the 2 letter code
car_mem_id.4
hot_avail Optional
hot_inst Optional
hot_mem_co.1 Optional-If filled in, enter
the 2 letter code
hot_mem_id.1
hot_mem_co.2 Optional-If filled in, enter
the 2 letter code
hot_mem_id.2
hot_mem_co.3 Optional-If filled in, enter
the 2 letter code
hot_mem_id.3
hot_mem_co.4 Optional-If filled in, enter
the 2 letter code
</TABLE>
-131-
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
hot_mem_id.4 alphanumeric 25 hotel membership number 23435
ta_policy alphanumeric 64 name of the assigned travel policy Upper Management policy
mgr_email.1 alphanumeric 64 email address to which copy of itinerary is sent [email protected]
mgr_email.2 alphanumeric 64 email address to which copy of itinerary is sent [email protected]
mgr_email.3 alphanumeric 64 email address to which copy of itinerary is sent [email protected]
pass_country text 32 country where passport was issued USA
pass_no alphanumeric 32 passport number 120003004456
pass_exp alphanumeric 8 passport expiration date mm/dd/yy
visa_co.0 text 32 country for which a visa was issued Japan
visa_no.0 alphanumeric 32 visa number 12349876
visa_exp.0 num 8 visa expiration date mm/dd/yy
visa_co.1 text 32 country for which a visa was issued Germany
visa_no.1 alphanumeric 32 visa number 12349877
visa_exp.1 num 8 visa expiration date mm/dd/yy
visa_co.2 text 32 country for which a visa was issued France
visa_no.2 alphanumeric 32 visa number 12349878
visa_exp.2 num 8 visa expiration date mm/dd/yy
pwd_chg_date alphanumeric 16 Password expiration date- Entering a date here will 0
require users to re-enter a password after the set time
period.
<CAPTION>
<S> <C>
hot_mem_id.4
ta_policy Optional- enter only if the
user has an assigned policy.
mgr_email.1 Optional
mgr_email.2 Optional
mgr_email.3 Optional
pass_country Optional
pass_no Optional
pass_exp Optional
visa_co.0 Optional
visa_no.0 Optional
visa_exp.0 Optional
visa_co.1 Optional
visa_no.1 Optional
visa_exp.1 Optional
visa_co.2 Optional
visa_no.2 Optional
visa_exp.2 Optional
pwd_chg_date Optional- If filled in, enter
the same value for all users,
using the mm/dd/yy format.
</TABLE>
If you don't want to enter passwords for every single user,
enter a generic password for all users, and a zero in
pwd_chg_date. This will expire the preset password
immediately, meaning that each user must define their own
passwords upon first use.
-132-
<PAGE>
EXHIBIT U
GT Standard Global Manager Agreement
-133-
<PAGE>
Exhibit U
To be mutually agreed.
-134-
<PAGE>
EXHIBIT V
Usage Report Types
[_]
v -
-135-
<PAGE>
EXHIBIT V
---------
Usage Report Types
Examples of the following currently provided usage reports are also attached:
1. Daily Site Traffic Report via Email to Travel Administrator
2. Online Trip Statistics Reporting (updated every 24 hours)
3. Online Access Statistics Reporting (updated every 24 hours)
4. Online Airline Statistics Reporting (updated every 24 hours)
-136-
<PAGE>
EXHIBIT W
Escrow Agreement
-137-
<PAGE>
EXHIBIT X
Bug Classification Protocols
-138-
<PAGE>
EXHIBIT X
---------
GetThere.com Bug Classification Protocol
GetThere.com uses an internally developed online bug tracking system for
handling the status of bugs as they are reported, logged and tracked. The
system is available to all employees of GetThere.com through the internal
corporate intranet site whether on-site or remote. The system permits the user
to log-in, enter the bug, describe the bug, describe how to reproduce the bug
and categorize the bug by priority, customer and status. The user can log-in at
any time and see the status of the bug that they reported. An email is
automatically generated and sent to the individual who originated the bug.
The system permits five different "states" of bug reports:
1. open
The initial state of a bug report. This means the PR has been filed and the
responsible person(s) notified.
2. analyzed
The responsible person has analyzed the bug. The analysis should contain a
preliminary evaluation of the bug and an estimate of the amount of time and
resources necessary to solve the bug. It should also suggest possible
workarounds.
3. feedback
The bug has been solved, and the originator has been given a patch or other
fix. The bug report remains in this state until the originator acknowledges
that the works.
4. closed
A bug report is closed only when any changes have been integrated,
documented, and tested and the submitter has confirmed the solution.
5. suspended
Work on the bug has been postponed. This happens if a timely solution is
not possible or is not cost-effective at the present time. The bug report
continues to exist, though a solution is not being actively sought. If the
problem cannot be solved at all, it should be closed rather than suspended.
The system permits three different "states" of bug severity:
1. critical
The product, component or concept is completely non-operational or some
essential functionality is missing. No intermediate workaround is known.
2. serious
The product, component or concept is not working properly or significant
functionality is missing. Problems that would otherwise be considered
"critical" are rated "serious" when a workaround is known.
3. Non-critical
The product, component or concept is working in general, but lacks
features, has irritating behavior, does something wrong, or doesn't match
its documentation.
The system permits three different "states" of bug priority [the default value
is "medium":
1. high
A solution is needed as soon as possible.
2. medium
The bug should be solved in the next release.
3. low
The problem should be solved in a future release.
-139-
<PAGE>
EXHIBIT Y
AXP Security Protocols
-140-
<PAGE>
SCHEDULE 7
AXP Security Protocol
Information Security Audits and Disclosures
- -------------------------------------------
GetThere.com shall allow AXP to conduct periodic inspections, audits and tests
of the Service's logical and physical systems and processes to assess gaps
between existing Service implementation and AXP Information Security Standards
for implementation.
GetThere.com agrees to comply with all reasonable recommendations that result
from such future inspections, audits and tests within a reasonable timeframe.
GetThere.com shall allow both scheduled and unscheduled on-site inspections by
AXP. Such inspections would cover all material aspects of the Service and
Systems, including design and operations as well as overall physical security.
GetThere.com shall allow AXP to conduct periodic Attack & Penetration tests on
the Service Website(s), to ensure that the Website(s) is implemented securely.
These tests will not involve denial of service attacks, or damage to server
configurations. Should GetThere.com decide to host the site, or components of
the site, at a 3rd party hosting vendor, GetThere.com must ensure that AXP
continues to have the right to conduct such tests. Both GetThere.com and any
hosting vendor will agree in advance to the test, and will be notified in
advance of the approximate date/time range when the test would occur.
GetThere.com shall document and provide to AXP copies of all internal security
policies and standards (including escalation procedures for non-compliance) for
AXP review upon execution of this contract or amendment.
GetThere.com shall provide to AXP a copy of the most recent third party data
processing audit or review, as conducted by GetThere.com's external auditors.
In addition, GetThere.com shall provide to AXP copies of any related data
processing audits from their internal auditors.
GetThere.com shall provide to AXP a copy of its disaster recovery plan for each
location handling AXP business, including the location of its recovery sites.
Information Security Requirements
- ---------------------------------
GetThere.com agrees to comply with the following Information Security
Requirements, which are a result of inspections, audits and tests conducted
during due diligence related to this Agreement.
1. All AXP data stored on database servers must be encrypted.
2. GetThere.com will transfer AXP data across the internet only when using an
approved encryption system. GetThere.com will incorporate SSL security on
Service registration form and login.
3. GetThere.com will back-up and store AXP data in a secure offsite location
for Disaster Recovery purposes.
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<PAGE>
4. GetThere.com will implement triple dez encryption to protect passwords.
5. In incidents where a customer forgets his/her password, GetThere.com will
reset the password with a GetThere.com created one and transmit a new
password (not an existing User password) to User. GetThere.com will ensure
that proper training and procedures are implemented relating to password re-
setting.
6. Per NASD regulatory requirements, GetThere.com will keep on file real-time
quote registration information including: name & address, phone number,
email address, username & password.
7. Shortly after Service Release Date, GetThere.com and AXP will review the
need for additional security measures relating to SMTP mail services and
three tier architecture, and GetThere.com will make any mutually agreed upon
system modifications to address security gaps in these areas.
8. GetThere.com agrees to consider the following AXP Information Security
Standards in the design and development of Service logical and physical
systems and processes.
AXP Information Security Standards
- ----------------------------------
All AXP customer information must be stored in a physically and logically
secured environment that protects it from unauthorized access, modification,
theft, misuse and destruction.
. GetThere.com shall maintain an adequate level of physical security controls
over the facility including, but not limited to, appropriate alarm systems,
access controls (including off-hours controls), visitor access procedures,
security guard force, fire suppression, video surveillance, and staff egress
searches.
. GetThere.com shall maintain an adequate level of data security controls
including, but not limited to, logical access controls including user sign-
on identification and authentication, data access controls.(e.g. password
protection of AXP applications, data files, and libraries), accountability
tracking, anti-virus software, secured printers, restricted download to disk
capability, and provision for system backup.
GetThere.com shall maintain an adequate level of controls in configuring and
operating voice systems, especially as regards fraudulent use of 800 numbers,
PBX switches, and other voice networks.
GetThere.com shall maintain an adequately secured and environmentally controlled
computer room facility, with access restricted to only approved staff.
GetThere.com shall ensure at each site that no shared environments exist with
other businesses for all WANs, LANs, network connections, dial-up connections,
DASD, distributed systems, or any other computer systems and that appropriate
data controls are implemented.
GetThere.com shall maintain controls to ensure that AXP data is modified only by
individuals who are explicitly authorized to change the data as per AXP
instruction.
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<PAGE>
GetThere.com shall ensure that AXP data is not be used for personal benefit or
the benefit of a third party.
GetThere.com shall maintain a set retention period for all security data or
events (i.e., reports).
GetThere.com shall provide AXP with access to Service Website usage log files,
including a monthly summary report including common Service usage metrics such
as visits, pageviews, links, and other information reasonably requested by AXP.
All critical applications supporting AXP business, as jointly determined by AXP
and GetThere.com, will undergo a valid and documented test of GetThere.com's
disaster recovery plan at least annually. GetThere.com shall provide a summary
of the results of these tests to AXP.
GetThere.com agrees to cooperate fully with AXP in any investigations of
possible fraudulent activity by GetThere.com's employees.
-143-
<PAGE>
EXHIBIT Z
Press Release
-144-
<PAGE>
Media Contacts: Melissa Abernathy Dan Toporek
American Express GetThere.com
212-640-5060 650-614-6335
[email protected] [email protected]
DRAFT #6
- --------
AMERICAN EXPRESS AND GETTHERE.COM FORM
---------------------------------------
STRATEGIC ALLIANCE TO PROVIDE ONLINE CORPORATE TRAVEL BOOKING SOLUTIONS
-----------------------------------------------------------------------
American Express to Offer Customized Version of GetThere.com's
ITN Global Manager(TM); Makes Equity Investment in GetThere.com
NEW YORK - August XX, 1999 - American Express and GetThere.com, formerly
Internet Travel Network, today announced a strategic alliance to accelerate the
growth of business-to-business e-commerce in the travel management industry. As
part of the agreement, American Express has made a minority investment in
GetThere.com.
American Express and GetThere.com will immediately begin developing a
customized version of GetThere.com's ITN Global Manager to be fully integrated
into American Express' U.S. corporate travel operations and into its recently
announced desktop portal for corporate expense management, American Express @
Work. By early next year, American Express plans to begin offering this
customized version of the product, including several unique features developed
by American Express, to corporations of all sizes in the U.S., with
customization for international clients to follow later in the year.
Both companies pioneered the development of corporate online travel
booking, and each has achieved a leadership position in the marketplace. The
alliance is expected to strengthen their positions in the business-to-business
e-commerce arena, which Forrester Research estimates will reach $1.5 trillion by
2003, with travel representing $38 billion.
"American Express is pleased to expand our corporate customers' options for
integrated, interactive travel reservations with the addition of GetThere.com's
innovative online booking technology," said Ed Gilligan, President, American
Express Corporate Services. "With our investment in GetThere.com, which has a
proven track record in delivering technology, we have a stake in future
development of the kinds of products and features our customers want."
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<PAGE>
"GetThere.com is driving to make Web-based travel booking the standard
model for corporations, as well as small and medium-sized businesses," says Gadi
Maier, CEO and President of GetThere.com. "Combining the American Express brand
with GetThere.com technology is a milestone in the online business travel
marketplace. As a team, we can make our services available to businesses of all
size and expand into new global markets to successfully capitalize on the
business-to-business electronic commerce opportunity."
American Express is a global provider of corporate expense management
services for travel and purchasing, operating one of the world's largest
corporate travel agency networks and issuing more commercial cards than any
other card issuer. Its corporate travel online booking solution, AXIsm Travel,
launched in 1997, is currently in use by more than 250 corporations, with more
than 350,000 registered users.
GetThere.com, formerly Internet Travel Network, developed the first Web-
based corporate travel booking system as a firm specializing in high-tech travel
solutions for corporations, airlines and other business partners.
American Express Expands Internet Offerings
Recently, American Express has expanded its Internet offerings for both its
consumer and corporate customers and has made investments in several Internet
companies whose products and services enhance American Express' product lines.
American Express recently unveiled its prototype for a Web-based desktop
portal -- American Express @ Work -- to provide its business customers with the
ability to manage all their travel- and purchasing-related activities within a
single, simple-to-use interface that can be customized at the company level and
personalized for each user. American Express also offers XMS/AXtm, an automated
expense reporting solution with an integrated travel data feed. It is also
developing seamless interoperability for its Corporate Purchasing Card program
with six of the leading business-to-business electronic purchasing systems.
About GetThere.com
- ------------------
GetThere.com is a leading provider of online business-to-business travel
procurement services. As Internet Travel Network, the company launched its first
World Wide Web-based traveler reservation system in 1995, and developed the
first Web-based corporate travel product line serving corporate customers in
1996. GetThere.com clients include many of the world's leading corporations and
travel service suppliers, including
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United Airlines, Toyota, Nabisco, Nike, Texas Instruments, Credit Suisse First
Boston, Procter & Gamble, CNN Interactive, iVillage and Rough Guides.
Taking advantage of opportunities created by the Internet, GetThere.com
helps organizations save money and gain efficiencies for businesses by
customizing E-commerce services. For more information, check out GetThere.com's
Web site at www.GetThere.com.
----------------
About American Express
- ----------------------
American Express operates one of the largest global travel agency networks,
recording $19.9 billion in worldwide travel sales in 1998. Through its
Corporate Services group, the company counts over 70 percent of the Fortune 500
as customers of its Business Travel, Corporate Card and Corporate Purchasing
Card programs. For more information on its full range of products and services,
please visit the website: www.americanexpress.com/corporateservices.
The American Express Company is a diversified worldwide travel, financial
and network services company founded in 1850. It is a leader in charge and
credit cards, Travelers Cheques, travel, financial planning, investment
products, insurance and international banking.
# # #
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<PAGE>
Exhibit AA
Competition
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<PAGE>
Competition
Card Companies
-Visa
-MasterCard
-Discover
-Diners Club
-AT&T Universal Card
Top 10 Bank Card Issuers (partial list)
-Citibank
-Chase
-MBNA
-First Bank
Top 10 Business Travel Agencies (partial list)
-Carlson Wagonlits
-Rosenbluth
-BTI
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<PAGE>
Exhibit BB
GT Disaster Recovery Plan
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<PAGE>
Author: Norm Stein Get There.com
Date: 9/16/99
Table of Contents
<TABLE>
<S> <C>
1 OVERVIEW 161
1.1 Goals 161
1.2 Requirements 161
1.3 Audience 161
1.4 Scope 161
2 ENGINEERING SOLUTIONS AND STRATEGIES 161
2.1 Geographic Redundancy 162
2.2 Network Redundancy 162
2.2.1 Network Service Providers 162
2.3 Preventive Maintenance 163
2.4 Web Servers and Web Software 163
2.4.1 Restore Web Servers to Operation 163
2.5 Database Servers 164
2.5.1 Restore Oracle Database Servers to Operation 164
2.5.2 Magnetic Tape Backup System 165
2.6 Computer Reservation Systems 165
2.7 Phased Approach to Disaster Recovery 165
3 DISASTER SCENARIOS 166
3.1 Power Failures 166
3.2 Security 166
3.3 Natural Disasters 166
4 BIBLIOGRAPHY 166
</TABLE>
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<PAGE>
Overview
Original document created by Norm Stein for GetThere.com. Additional documents
are cited in the Bibliography.
Goals
Anticipate and prepare for catastrophic failures, human and natural disasters.
Develop a coherent disaster recovery and prevention plan for our company and our
clients.
Requirements
1. Maintain operational service level agreements (SLA) under normal and extreme
conditions.
2. Anticipate and prevent failures before they occur.
3. Mitigate failures by designing fail safe redundancy into each engineering
design.
4. Cope rapidly and effectively with natural and human caused disasters.
Minimize down time. Restore client access to their data as quickly as
possible.
5. Ensure the personal safety of all employees while maximizing client data
integrity.
Audience
This document is intended for GetThere.com senior executives, managers,
engineers, and key sales and support personnel. Contents or excerpts are
supplied to select clients under non-disclosure agreements (NDA) as requested.
Documents cited in the bibliography are available from the company by request.
Scope
Identify probable disaster scenarios and explain engineering solutions in place
to mitigate concomitant failures. Provide a clear recovery path for emergencies
that exceed engineering limits.
While voice, speech and telephones are discussed, emergency telephone procedures
are outside the scope of this document. This document focuses primarily on data
production and integrity.
Engineering Solutions and Strategies
Production data centers, network operations centers, and regional call centers
are designed with multiple layers of redundancy to reduce or eliminate points of
failures and unscheduled down time. These redundant layers form a powerful tool
to cope with many common disaster scenarios.
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Geographic Redundancy
Global strategy includes dual redundant production data centers located in Santa
Clara, California, and in Sterling, Virginia. Once the conversion to Oracle is
complete the two production data centers will be synchronized within five
minutes with replicated data. The data centers are designed to function between
30% to 50% of rated capacity so that if one center is removed from production,
the other will be able to handle the entire load.
The customer call centers are also dispersed geographically to improve national
and international coverage and limit vulnerability to widespread disaster.
Ultimate capacity is planned at no more than 50% anticipated peak call load so
that one center can automatically respond to all calls in the event that a call
center becomes unreachable but telephone switches are working. See section
below on service providers (SP). Customer call volume can increase dramatically
during a crisis. Peak call overflow and redundancy techniques are addressed in
a separate document.
Network Redundancy
The Santa Clara data center network was designed for maximal redundancy. Single
points of failure were identified and eliminated/1/. Capacity is planned to
maintain peak traffic loads below 30% of the available throughput. Each
component in the critical path has a mirror image kept at constant readiness
through dedicated trunk lines and hot standby routing protocol (HSRP) updates.
The main routers and switches are doubly redundant with duplicate critical
components including dual power supplies attached to different power sources,
duplicate supervisor and routing modules, and duplicate hot and cold spare
blades for network connections/2/.
Every component that can be duplicated in the network hardware has been
configured for maximal redundancy and fail over. Where the network device is
monolithic; i.e., without redundant components such as the PIX Firewall, the
device itself is duplicated and configured with a primary and secondary unit.
In fact, all the critical path network components both monolithic and internally
redundant are duplicated.
Figure xx.xx illustrates the dual redundant network paths currently in the Santa
Clara data center. If a router or switch fails, its mate senses the condition
and the hot standby unit automatically becomes the primary. Proper fail over
and redundancy limits are tested each quarter during a scheduled maintenance
period.
The internal operating system IOS configurations are written to disk on a
central operations server which itself is backed up during regular scheduled
daily tape backups. In the event of a catastrophic equipment failure, a
replacement unit can be installed and configured in a few hours restoring
automatic redundancy. Similar methods are used to a new data center.
Network Service Providers
Redundancy among network service providers (NSP) not only lends itself to
disaster preparedness but also improves customer response while reducing
dependency on a single provider. The Santa Clara and Sterling, VA, data centers
are connected directly to the Exodus
_________________________
/1/ Refer to Single Points of Outright Failure (SPOOF) authored by G.T. Chen.
----------------------------------
/2/ Blades are special zero insertion force (ZIF) cards with myriad receptors
called ports to accept network connections. A "hot" spare is plugged in,
powered on, and configured. A cold spare is in the same environment but
inactive.
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<PAGE>
network backbone. Each data center also has a separate redundant high capacity
telco data connection to the GTE network backbone. If the Exodus backbone
experienced a catastrophic service interruption, business would continue over
the alternate NSP until service was restored.
All critical connections among remote centers have a redundant path. Redundant
path specification at the WAN level is controlled by the Border Gateway Protocol
(BGP). BGP follows preferred routes until there is a signal failure where it
reroutes to the next reliable path.
Preventive Maintenance
Periodic and planned maintenance inspections (PMI) improve up time performance
while providing an up to date picture of the current operating environment.
GetThere.com is unusual in that the engineer on point for 24/7 support also
completes the daily operational checklist.
[_] A critical systems checklist is completed daily by the 24/7 support
engineer.
[_] Network and server performance is monitored robotically around the clock.
[_] Weekly non-invasive tests gather data from servers, network devices, and
log files.
[_] All production files that are not already duplicates are saved to tape each
day.
[_] Critical network component fail over, redundancy, and recovery are tested
quarterly.
[_] CRS CSU/DSU "modems", dedicated customer communication lines, temperature,
humidity, voice switching, and other facility factors are inspected daily
by trained technicians.
[_] Remote data centers are monitored from headquarters using a variety of
software and hardware monitoring techniques./3/
All electronic equipment mounts in rigid, secured standard dimension racks. The
racks are braced for tremors, vibration, and motion in three dimensions. Cables
run primarily in overhead troughs to minimize traffic under the floorboards.
The racks, the equipment bolted to the racks, and the patch panel connections to
the equipment are numbered, uniquely identified and stored in an equipment
inventory database along with identifying serial numbers, maintenance contract
numbers and maintenance contact information.
In the event of a catastrophic equipment loss, the hardware inventory database
records become the main tracking and replacement template for each data center.
Web Servers and Web Software
Web servers employ a clone redundancy strategy "safety in numbers". The
operating systems are prefabricated copies equipped with updated patches and
monitoring tools. The application software is maintained and distributed from a
central secure source library that also provides the reference set to monitor
file changes on each web server. The same central server supervises server
software synchronization across the web server pools. The original frozen
software
________________________
/3/ Reference System and Network Monitoring Software Design, by N.E. Stein.
---------------------------------------------
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<PAGE>
source tree and all updated files are stored at headquarters and duplicated
through the "wrelease" web server.
All production web servers are pooled. A certain number of servers, adjusted
dynamically under changing load conditions, in each pool are expendable. All
production web servers are identical clones kept current with automated
synchronization software. This means that an active server can become a member
of any pool -- public carrier, corporate, special - as needed. Pool assignment,
secure ports, server load balancing, user connections, and failure sensing
coupled with automatic disable are maintained by the local directors. Every few
minutes the primary local director state is duplicated in the hot standby local
director over a high speed trunk.
Each web server has dual-homed network interface cards (NIC) attached to
separate redundant enterprise fast Ethernet switches. Sensing software monitors
the network interfaces and automatically switches to the primary channel. This
system solves the local problem of a failed network connection and the larger
scenario of major network fail over. See figure xx.xx. Combined with the
redundant network and NSP paths described above, the web user enjoys full
redundancy from the Internet to our web server.
Restore Web Servers to Operation
Web server synchronization methods are documented in Software Synchronization
------------------------
and Release Design document.
- ------------------
Database Servers
Database servers use hybrid redundancy patterns and rely on daily tape backups
to safeguard data records. Every database record modified since the last cycle
is backed off to tape daily and the entire file system image is backed up weekly
and stored. The database operating system disks are built on RAID1 software
mirrors. All database file systems are built on redundant RAID5 parity sets or
RAID1 mirrors. The RAID disks arrays are equipped with dual power supplies
attached to separate power sources, dual independent RAID controllers connected
to separate console ports, and contain hot spare disks.
The Oracle database servers are linked by fiber channel to dual redundant EMC
mass storage devices. The HP servers are redundant in every feasible way
including multiple power supplies, multiple CPUs, duplicated I/O controller
cards including quad fast Ethernet and fast wide differential SCSI, mirrored
system disks, and automatic network fail over. An identical secondary server
matches the primary database server. Eventually, the data will be replicated on
an identical infrastructure in the East Coast data center.
GLOM database servers are identical clones at the system level but house unique
records on RAID5 disk arrays described above. Records are backed up to hot spare
systems and to magnetic tape each day.
Restore Oracle Database Servers to Operation
Reference the GLOM Survival Guide and Oracle Database Survival Guide.
------------------- ------------------------------
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<PAGE>
Magnetic Tape Backup System
Like the equipment it serves, the tape backup system is itself highly redundant.
The Santa Clara data center is equipped with dual StorageTek 9730 tape libraries
either of which can backup the entire data center in a few hours. Each tape
library has multiple tape drives connected to separate control computers.
Veritas Netbackup software runs on both servers and on the client computers.
Headquarters data center contains an identical tape library and master database
capable of backing up a remote data center over the network or restore a file
from tape in the event of an emergency. The East Coast data center will be
equipped with a larger tape library capable of holding several hundred DLT IV
tapes ensuring long backup cycles without changing tapes or operator
intervention.
Tapes are rotated in a long schedule to maximizes integrity and minimize lost
files. Each quarter a complete backup image is archived. Once the tapes are
encrypted they will be stored off site in secure fireproof safes.
Computer Reservation Systems
Computer reservation systems (CRS) follow the telco redundancy strategy to avoid
single points of failure. CRS providers that employ the Transport Control
Protocol / Internet Protocol (TCP/IP) have redundant lines to different data
centers to ensure connectivity in the event a line, CSU/DSU, cable, or router
fails. Galileo Apollo supports TCP/IP with redundant connections to the Santa
Clara and Sterling data centers. Traditional CRS connections are managed in
groups terminated on multiple protocol cards for redundancy.
If the remote CRS central server fails at the provider, GetThere.com opens a
trouble ticket and help them troubleshoot their failure.
Past the telco connection level, the CRS uses multiple servers to improve
redundancy. Future software engineering is required to extend redundancy to the
TA and MX servers.
Phased Approach to Disaster Recovery
Phase 1
As part of GT's data center operations, the company agrees to replicate its
database onto a redundant database server and RAID system within its West Coast
Data Center. In addition GT agrees to do separate nightly tape backups of the
data and store them on at least one system at its West Coast Data Center and
store a second set at its Menlo Park Headquarters. GT agrees that all this will
be operational within 30 days of signing the agreement.
Phase 2
GT agrees to host a redundant database server, RAID and tape backup systems at
its East Coast Data Center. The system in the East Coast will replicate the Data
present on an identical server set up on the West Coast. GT agrees to have this
operational by March 31st, 2000 or earlier, if possible.
Phase 3
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GT agrees to host a full version (perhaps scaled down) of it West Coast Data
Center on the East Coast, including application, web and database servers, along
with a duplicate version of its fault tolerant network design. The system will
exhibit all the same basic capabilities as the West Coast Data Center but at a
lower transaction capacity. GT can agree that it will be able to support up to
50% of all AXP's traffic at the time the center goes live. The Data Centers
will work in a fault tolerant environment so that traffic can be redirected in
the event of a major disaster. The timing on Phase 3 is to be left up to the
discretion of GT. Obviously, GT would like to see it happen as soon as AXP, but
the mitigating circumstances are primarily of a financial nature as there is
still a lot of room for additional capacity at GT's West Coast Data Center.
Disaster Scenarios
Power Failures
All GetThere.com data centers operate on uninterruptible power supplies (UPS)
conditioned through surge protection filters. The UPS batteries are constantly
charged by municipal alternating current (AC). The UPS units are duplicated for
redundancy and to extend the operating period during a power failure. In the
event that municipal power fails, the UPS supplies normal operating power to all
production equipment until the external generators come on line. The generators
are designed to run indefinitely with refueling until municipal power is
restored or the data center is gracefully shut down.
Security
Denial of service (DOS) attacks are increasingly common along with other
unauthorized hacking attempts. GetThere.com treats these incidents with the
utmost severity. We guard against denial of service attacks with similar
techniques as those arrayed against data theft and system hacking. While a
complete discussion of network security exceeds the scope of this document, the
network layers that provide redundancy also represent increasingly hardened
defensive layers against DOS attacks. Our systems group monitors usage logs on
all essential components on a daily basis.
The data centers are physically secure behind multiple security layers. Only
vice presidents and above are allowed access to the operations center. The
production data centers are in locked buildings patrolled by security guards and
monitored by cameras and motion detectors. The equipment is located in locked
security cages within locked rooms. The buildings are seismically reinforced.
All GetThere.com equipment rooms are located on the ground floor.
Natural Disasters
In the event of a serious wide spread natural calamity such as a hurricane,
flood, or major earthquake the geographical redundancy described above ensures
connectivity to an alternate region outside the disaster area.
Bibliography
Stein, Norman Edward; System Monitoring Software Design; August 1999.
---------------------------------
Ibid.; Operations Maintenance Policy; September, 1999.
-----------------------------
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Chen, George Thomas; Single Points of Outright Failure; August 1999.
---------------------------------
Ibid., with Al Whaley; GLOM Survival Guide; March, 1999.
-------------------
Ibid.; CRS Survival Guide; February, 1999.
------------------ ----------------
Ibid.; Production Equipment Inventory; July, 1999.
--------------------------------------------
Cocquyt, Fletcher; "Wrelease" Software Synchronization and Release Design ;
------------------------------------------------------
August, 1999.
Ibid., with Norm Stein; Scheduled Backup and Restore Procedures; September,
---------------------------------------
1999.
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Exhibit CC
Transition Services
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<PAGE>
Exhibit DD
Current CRS System
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<PAGE>
Current CRS Systems
GT currently supports its full range of functionality across the 5 major Global
Distribution System Platforms:
Amadeus
The Information Management Services Agreement between Amadeus and GT provides GT
access into the System1/Amadeus Computer Reservation System. The contract
provides this access and leases for dedicated communications circuits into the
Amadeus Reservation System. The term of the contract was 3 years and expires
on January 11, 2001.
Apollo & Galileo
The Subscriber Services Agreement between Galileo/Apollo and GT provides GT
access into the Apollo and Galileo Computer Reservation System. The contract
provides this access and leases for dedicated communications circuits into the
Galileo and Apollo Reservation System. The term of the contract expires on June
30, 2001.
Sabre
GT has no working agreement at this time with Sabre. GT's software supports
transactions processed through Sabre's CRS system for several customers, but
there is no formal agreement between the two companies.
Worldspan
The Service and License Agreement between Worldspan and GT provides GT access
into the Worldspan Computer Reservation System. The contract provides this
access and leases for dedicated communications circuits into the Worldspan
Reservation System. The term of the contract is 3 year, expiring on October 4,
2000.
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<PAGE>
EXHIBIT 10.37
INTERNET TRAVEL NETWORK
GET THERE.COM FLIGHTREZ AGREEMENT
This Agreement is made as of August ___, 1999 ("Effective Date") between
GetThere.com, Inc., a California corporation with its principal place of
business at 445 Sherman Avenue, Palo Alto, CA 94306 ("GT") and Northwest
Airlines, Inc., a Minnesota corporation with its principal place of business at
5101 Northwest Drive, St. Paul, MN 55111 ("Company"). GT and Company are
sometimes referred to herein as a "Party" or collectively referred to as the
Parties
BACKGROUND: GT develops and markets travel-related technology and services for
use in connection with the World Wide Web. The GT Reservation System permits
customers to access real-time Computer Reservation System ("CRS") inventory and
make travel reservations via the World Wide Web. Company wishes to provide its
customers with access to the GT Reservation System via screens displaying Air
Outlet Consolidator's logos.
GT is in the business of developing web sites and Company wishes to jointly
develop with GT the Air Outlet Center web site ("Air Outlet Center Site" as
defined herein). GT is in the business of hosting web sites and Company wishes
to have GT host the Air Outlet Center Site. GT is in the business of providing
e-mail delivery of confirmation of travel plans made through the GT CRS and
Company wishes to have GT provide such e-mail confirmation to Company's
customers.
GT presented Company with a proposal, attached as Attachment G and Company
relied on such proposal in determining GT's ability and statements contained
therein formed the basis of the decision to award this contract to GT.
Now, Therefore, in consideration of the mutual agreements herein contained, and
other valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the Parties, intending to be legally bound, agree as follows:
1. Definitions.
-----------
1.1 "Acceptance" means as set forth in Section 4.5.
1.2 "Additional Services" means any additional services which may be acquired
by Company under the terms of this Agreement and pursuant to a mutually
acceptable Statement of Work for Additional Services.
1.3 "ARC" means the Airline Reporting Commission.
1.4 "Booking" means the creation of a PNR within the database of the
applicable CRS and all changes and cancellations relating to such PNR.
1.5 "Co-Branded" means GT's logo and the phrase "Powered by Get There.com"
will be prominently displayed on every page of the Private Label Site.
1.6 "Content" means the Company specific content as set forth in Attachment A
("Company Content") delivered by Company to GT for use in the Private Label
Site.
1.7 "CRS" means a computer reservation system implemented by the GT
Reservation System.
1.8 "Company Client" means a customer of Company's that utilizes the Private
Label Site.
1.9 "Defaulting Party" means as set forth in Section 21.1
1.10 "Event of Default" means as set forth in Section 21.1
1.11 "FlightREZ Product" means the GT Booking engine that enable airlines to
serve travelers directly.
1.12 "Fulfillment" means as set forth in Exhibit F.
1.13 "ISP" means the Internet Service Provider chosen solely by GT to provide
them the System.
1.14 "GT Reservation System" means GT's proprietary booking engine that
provides access to a real time CRS in order to make travel reservations via the
world wide web.
1.15 "Non-Defaulting Party" means as set forth in Section 21.1.
1.16 "Order" means Company's standard Purchase Order or any other document
referencing and incorporating the terms and conditions of this Agreement and
describing any Additional Services being ordered. Any preprinted terms and
conditions on Company's standard Purchase Order or other documents will be
replaced and superseded in entirety by the terms and conditions of this
Agreement. Notwithstanding the foregoing sentence, an Order may set forth
modifications and additions to the terms and conditions of this Agreement
provided, however, that such modifications and additions will only be effective
if agreed upon in writing by GT and Company set forth as an addendum to the
Order.
1.17 "PNR" means a single passenger name record containing sufficient
information to process a travel reservation.
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.
<PAGE>
1.18 "Price List" means a schedule of Service Fees as set forth in Attachment C
hereby incorporated by into this Agreement by this reference.
1.19 "Private Label Site" means the set of world wide web pages, also referred
to herein as the Air Outlet Center Site, hosted by GT through which a Company
Client may access the GT Reservation System via screens displaying the Company
Content and incorporating product features as set forth in Attachment B.
1.20 "Services" means and duties or work including labor, consulting, training
implementation, Fulfillment, support, maintenance,, and other miscellaneous
services as may be provided by GT or any of GT's subcontractors or agents to
Company under this Agreement.
1.21 "Service Fee" means as set forth in Attachment C.
1.22 "Service Level" means the mutually agreed upon, quantifiable criteria for
assessing performance of the Private Label Site as set forth in Attachment D.
1.23 "Service Level Compliance" means, as applicable, GT's successful
performance in accordance with the Service Level as measured against the
quantifiable criteria set forth in Attachment D. The calculation of Service
Level Compliance will exclude downtime related to Company's databases, any
utilized CRS, internet backbone or mapping software vendors and any of the
causes set forth in Section 28 or caused by any act or omission of Company.
1.24 "Statement of Work" means GT's description of work as and attached here to
as Attachment E.
1.25 "Statement of Work for Additional Services" means a document describing
the specifications of Additional Services as may be attached to an Order
pursuant to the mutual agreement of the parties. The Statement or Work will
include a detailed description of Additional Services, a performance schedule
(including all major deliverables and milestones), GT and Company
responsibilities in conjunction with the performance of the Additional Services.
In addition, the Statement of Work may include items such as account and project
management requirements, performance reporting and any other special provisions
or requirements related to Additional Services.
1.26 "System" means Private Label Site, the GT Reservation System and/or ISP
provided by GT hereunder.
1.27 "Ticket" means the issuance of ARC documents by GT as required for each
PNR. Such issuance may be in the form of an email confirmation (for air, car or
hotel), electronic confirmation (e.g. E-Ticket) or authorized ARC paper
collateral (for air travel).
1.28 "Update" means any related updates of Company Content as defined herein.
1.29 "Upgrade" means any GT FlightREZ product enhancements developed by GT
during the Initial Term or any successive six month renewal periods of this
Agreement.
2. Rules of Construction.
2.1 The following rules of construction apply to this Agreement:
2.2 The singular includes the plural and the plural includes the singular;
2.3 "include" and "including" are not limiting;
2.4 "hereby", "herein", "hereof", "hereunder", "the Agreement", "this
Agreement" or any like words refer to this Agreement;
2.5 A reference to a law includes any amendment or modification to such law and
any rules or regulations issued there under or any law enacted in substitution
or replacement therefore;
2.6 A reference herein to a Section, Exhibit, Attachment, Appendix or Schedule
without further reference is a reference to the relevant Section, Exhibit,
Attachment, Appendix or Schedule of this Agreement;
2.7 Any right may be exercised at any time and from time to time unless
specified otherwise herein;
2.8 The headings of the Sections and portions thereof are for convenience only
and will not affect the meaning of this Agreement; and
2.9 Any reference to days will mean calendar days unless specifically noted
otherwise.
3. Content and License Rights.
--------------------------
3.1 GT grants to Company a world-wide, non-exclusive, non-transferable, non-
sublicensable, royalty-free license during the term of this Agreement to use the
FlightREZ Product in connection with the Private Label Site. Company
acknowledges GT's proprietary rights set forth in Section 16.
3.2 Company will provide GT with the Content necessary to implement the Private
Label Site. Company grants to GT a world-wide, non-exclusive, royalty-free
license during the term of this Agreement to use, reproduce, electronically
distribute, publicly display, and publicly perform the Content delivered to GT
by Company only in connection with the Private Label Site. GT acknowledges that
Company owns all right, title and interest in and to the Content.
2
<PAGE>
4. Functionality and Implementation.
--------------------------------
4.1 Other than the Design and Set-up fee set forth in Exhibit C, the Private
Label Site will implement, at no additional cost to Company, GT's airline
product features as described in Attachment B ("AIRLINE PRIVATE LABEL PRODUCT
FEATURES") including searching and retrieving airline travel information and
booking airline Tickets.
4.2 GT and Company will use diligent efforts to mutually develop the Private
Label Site to meet the requirements set forth in Attachment B.
4.3 GT will host the Private Label Site. GT acknowledges that Company relies
on GT's ability and discretion in choosing an ISP.
4.4 Company and GT will use commercially reasonable efforts to implement the
Private Label Site in accordance with the Statement of Work within the time
frames set forth on Attachment C. Implementation is understood to mean
providing the Private Label Site to Company in order for testing to occur (and
in turn -- acceptance) as set forth in Section 4.5 below. If GT does not
implement the Private Label Site within such time frame through no fault of
Company, Company may either (i) extend the time frame for implementation or (ii)
terminate this Agreement with no amount owing to GT (which will be Company's
sole and exclusive remedy).
4.5 Acceptance of the Private Label Site will be deemed to have occurred within
thirty (30) days of release of the site by GT to Company, unless otherwise
communicated by Company to GT in writing. In the event that Company
communicates any nonconformance in the Private Label Site to GT in writing, GT
will use reasonable commercial efforts to promptly correct or remedy such
nonconformance and retender the Private Label Site for further testing. If
Company fails to provide GT with notice of nonconformance within fifteen (15)
business days of retender or any subsequent retender, the Private Label Site
will be deemed Accepted and the last day will be deemed the "Date of
Acceptance." If the Date of Acceptance has not occurred by the date sixty (60)
days from the date of implementation as set forth in Section 4.4 above Company
will within ten (10) calendar days thereafter to, notify GT in writing of its
election to do either of the following: a) instruct GT to correct any
deficiencies and retender the Private Label Site for testing as often as
necessary to achieve Acceptance or b) terminate this Agreement in its entirety
as Company's sole and exclusive remedy. Notwithstanding the above, release of
the Private Label Site to its Company Clients to perform live bookings will be
considered Acceptance of the Private Label Site by the Company. Failure to
object prior to the Date of Acceptance will not limit GT's obligations to
correct material non-conforming conditions later discovered pursuant to this
Agreement The Design and Set Up Fee as stated in Attachment C will be due and
owing to GT on the Date of Acceptance. The acceptance processes set forth
within this Section 4.5 will also govern the acceptance procedure for Additional
Services, Section 4.9.
4.6 After initial implementation to incorporate Content, GT will have no
obligation to perform further development or customization, other than as set
forth herein. Any look and feel modifications to the Private Label Site will
be made as mutually agreed upon by GT and the Company at no cost to Company.
Such look and feel modifications will be completed within five (5) days after GT
and Company agree. GT will deliver to Company at no cost, annually up to two
(2) revisions to or additions of the Airline Private Label Product Features as
defined in Section 4.1.. Such revisions are more than the look and feel
modifications as described above.
4.7 Company may provide GT Updates for the Private Label Site. GT agrees to
use diligent efforts to implement such Updates within twenty-four (24) hours of
receipt of the Content, provided however, the Content required for such Updates
will be substantially in the format mutually agreed upon between GT and Company
and as reflected on Attachment A. GT will implement such Updates at no
additional cost to Company.
4.8 GT will provide, general maintenance to the Private Label Site and GT
Reservation System during the terms of this Agreement, which shall be performed
during off-peak hours, as determined by GT in its sole discretion. GT will
notify Company in writing, via e-mail or other method as mutually agreed upon,
so that from the time of Company's receipt of such notification at least twenty-
four (24) hours passes before performance of any maintenance that will
materially interferes with the Company Client's Private Label Site experience.
Not withstanding the aforementioned, GT will not perform maintenance work
during time periods as provided in writing by Company to GT.
4.9 In the event Company requests Additional Services from GT and such
Additional Services does not relate to the timeliness of the Content Update as
set forth above in Section 4.7, or look and feel Private Label Site
modifications or the two (2) Private Label Site revisions as set forth in
Section 4.6 above, Company and GT will follow procedures as set forth in Section
4.5 above. Fees for Additional Services will be as set forth in Attachment C and
due and owing to GT upon the Date of Acceptance.
4.10 During the term of this Agreement, GT agrees to use reasonable commercial
efforts to provide to Company, , Upgrades to the Private Label Site, at the same
or no cost to Company as generally made available to customers using the GT
FlightREZ Product.
5. Service Level Compliance.
------------------------
5.1 GT will comply with the Service Levels as set forth in Attachment D so as
to achieve Service Level Compliance. In the event GT falls below the Service
Levels set forth in Attachment D Company may (i) agree to discuss an alternate
remedy, or (ii) terminate this
3
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Agreement in accordance with Section 20.6 and such termination is Company's sole
and exclusive remedy for breach of this Section.
5.2 GT will provide a report on Fulfillment in a mutually acceptable format.
GT will provide reports to Company, detailing performance in connection with
Service Level Compliance objectives as stated in Attachment D.
6. Access.
------
6.1 Company will assign a Universal Resource Locator (URL) for the Private
Label Site.
6.2 GT will be solely responsible for all the necessary computer hardware,
software, modems, connections to the internet and other items as are needed for
hosting and maintaining the Private Label Site (herein referred to as
"Equipment"). GT will be solely responsible for all costs associated with the
aforementioned Equipment for hosting and maintaining the Private Label Site. In
the event hosting and maintaining the Private Label Site requires additional
communications connections to GT, the CRS or the internet, GT will be solely
responsible for all costs associated with such connections for hosting and
maintaining the Private Label Site. GT will maintain management control of any
hardware, and costs associated with such hardware, required to support the
Private Label Site within GT's data center. Company and Company Clients will be
solely responsible for all necessary computer hardware, software, modems, and
connections to the internet and other items as are needed for accessing the
Private Label Site.
7. Technical First and Second Level Support.
----------------------------------------
7.1 GT will provide first level end-user travel related support to Company
Clients, as set forth in Attachment H.
7.2 GT will provide Company with its standard second tier technical support for
the Private Label Site(s) as set forth in Attachment D at no cost. Such support
will include, but not be limited to, telephone support to Company's designated
support contact twenty-four (24) hours a day, seven days a week.
8. Bookings. GT will book to the applicable CRS and email a confirmation, if
--------
possible, to the Company Client for each Booking made through the Private Label
Site within two (2) hours for such Booking. GT will keep records of such
Bookings. GT will accumulate and invoice all Tickets fulfilled from Bookings on
the Private Label Site directly to Company on a monthly basis, which will
include a monthly report of such Bookings. Such report will contain the Company
Client's name, the number of travelers, the PNR number and the Booking date.
9. Payments.
--------
9.1 Other than the Design and Set-up fee set forth in Attachment C, Company
will receive at no additional cost, all the Airline Private Label Site Product
Features set forth in Attachment B hereto. If Company requires the
implementation of any Additional Services, including additional features not
listed in Attachment B or the Statement of Work, then Company will pay the
additional fees as set forth in Attachment C.
9.2 Except as otherwise stated herein, all payments undisputed in good faith
due to GT hereunder (other than the initial Design and Set-up Fee) will be made
within forty-five (45) days of Company's receipt of GT's invoice. Late payments
will bear interest at 1.0% per month or the maximum rate permitted by law,
whichever is less.
9.3 Currency. Unless specifically agreed upon otherwise and set forth in the
Order, all payments hereunder will be made in United States currency.
9.4 Reimbursable Expenses. If agreed to in writing by the Parties, Company
will reimburse GT for reasonable, actual, out-of-pocket expenses incurred by GT
in conjunction with out of town travel required for GT to perform the Services,
provided that such travel is approved in advance by Company's representative.
Company will, at its option, provide GT with Coach Class space available or
other Tickets for air travel on Northwest Airlines or reimburse GT for Coach
Class, round trip air travel. GT will utilize Northwest Airlines air
transportation unless specifically approved otherwise, on a case by case basis,
by Company's representative. Other reimbursable expenses will be limited to
reasonable and actual expenses for lodging, meals, local transportation, and
incidentals only as are required by GT in the performance of its obligations
hereunder. Unless specifically agreed upon otherwise by Company's
representative, rental car expenses will only be reimbursed if the car is
necessary for GT to complete its obligations hereunder. Receipts will be
required for any expenditure totaling US $25.00 or more. Air travel, hotel and
rental car expenses will only be reimbursed if reservations are made through
Company's representative, unless Company declines to make such reservations.
Notwithstanding the foregoing, the Parties may agree upon, in advance of any
travel, a per diem payment in lieu of reimbursement.
10. Adjustments to Charges. The prices set forth in Attachment C will be fixed
----------------------
for the duration of the Initial Term set forth in Section 20.1. Thereafter such
charges may, upon ninety (90) days prior written notice, be adjusted by GT.
However any increase in any fee will be limited to five percent (5%) in any
twelve (12) month period.
11. Audit. GT agrees that all of its books and records relating to the
-----
Services provided hereunder will be maintained for not less than two (2) years
after the delivery of Services and will, upon reasonable cause and notice, be
subject to inspection and audit at Company's expense by an independent certified
public accountant employed by Company solely for this purpose and reasonably
acceptable to GT. As a condition to such examination, the independent public
accountant selected by Company will execute a written agreement, reasonably
satisfactory in form and substance to GT, to maintain in
4
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confidence all information obtained during the course of any such examination
except for disclosure to Company and GT as necessary for the above purpose and
will only conduct such audit during regular business hours.
12. Expenses. Except as otherwise provided herein, each Party agrees to bear
--------
its own costs and expenses in connection with preparation, execution and
delivery of this Agreement and all documents and instruments executed pursuant
hereto, including, but not limited to, legal and accounting fees and expenses.
13. Collection. If GT is required to institute any proceeding to obtain
----------
payment and prevails in such proceeding, Company agrees to pay the costs and
expenses (including reasonable attorney's fees) incurred by GT in connection
therewith.
14. Disputes. If Company in good faith disputes any invoice rendered or amount
--------
paid, Company will remit the portion not in dispute in a timely manner and will
deliver to GT a statement stating the specific basis for the dispute in detail
sufficient to enable GT to evaluate Company's claim. The Parties will use all
reasonable efforts to resolve such dispute expeditiously. If Company so
notifies GT of a disputed amount, the time for paying the disputed portion of
the invoice will be extended by a period of time equal to the time between GT's
receipt of such notice from Company and the resolution of such dispute.
15. Warranties and Disclaimers.
--------------------------
15.1 Each of GT and Company warrants to the other that it has the right to
enter into this Agreement and perform its obligations hereunder. Without
limiting the generality of foregoing, Company warrants to GT that it now has
and/or will have the right to provide GT with all Content to be provided with
respect to this Agreement.
15.2 If there is an error in posting fares and a Company Client purchases an
incorrectly priced ticket, and Company can document that such error was caused
by GT's negligence, Company will be entitled to receive the difference in the
amount collected and the actual correct fare and any related taxes, including
but not limited to associated passenger facility charges, sales and use taxes,
stamp taxes, excise taxes, APHIS user fees, value added taxes (in the nature of
a sales or use tax), gross receipt taxes (in the nature of sales or use tax) and
U.S. Customs and Immigration user fees. Such a refund shall be Company's sole
and exclusive remedy for such errors. GT's maximum liability to Company will be
the aggregate of the amount of money paid to GT by Company for the Private Label
Site during the six month period prior to the date on which the documented error
caused by GT's negligence arose.
15.3 GT is and will remain a member of ARC in good standing throughout the term
of this Agreement.
15.4 EXCEPT AS PROVIDED ABOVE, ALL INFORMATION, TECHNOLOGY AND SERVICES
PROVIDED BY GT HEREUNDER ARE PROVIDED "AS IS" WITHOUT ANY REPRESENTATIONS OR
WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. WITHOUT LIMITING THE GENERALITY OF
THE FOREGOING, GT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO SUCH INFORMATION, TECHNOLOGY
AND SERVICES.
16. Proprietary Rights.
------------------
16.1 GT represents that GT owns all right, title, and interest in and to all
components of the Private Label Site, not to include Content provide by Company,
and GT Reservation System, including all derivatives of and modifications
thereto and Company acknowledges this representation.
16.2 Nothing in this Agreement will give Company any right or license to use,
reproduce, display or distribute (electronically or otherwise) any technology or
intellectual property rights in the GT Reservation System.
16.3 GT reserves the right to display its copyright, standard trademark graphic
and disclaimer on the Private Label Site in a manner and format to be mutually
agreed upon by GT and Company.
16.4 Company will determine all terms and conditions of Company travel services
offered through the Private Label Site.
17. Indemnity.
---------
17.1 Except for any third party claims addressed by Section 17.2 below, each
Party will indemnify the other Party for amounts spent in defense and amounts
actually awarded in third party suits arising solely out of that Party's
negligence and/or willful misconduct in accordance with the activities
contemplated by this Agreement, provided however that the party seeking
indemnification will give the indemnifying party prompt notice in writing of
such suit or proceeding, the indemnifying party will have complete control of
the settlement and defense and the party seeking indemnification will provide
any information and assistance reasonably requested by the indemnifying party
(at the indemnifying party's expense).
17.2 Infringement Indemnity. As of the Effective Date, GT warrants and agrees
that it will defend any suit or proceeding that may arise against Company for
alleged infringement of any U.S. copyright or patent relating to the use of the
GT Reservation System, and that GT will indemnify and hold harmless the Company
against any loss, including damages, costs and expenses (including attorney
fees) that may be incurred by the assertion of any such patent or copyright
claims by a third party; provided however that Company will give GT prompt
notice in writing of such suit or proceeding, GT will have complete control of
the settlement and defense and Company will provide any information and
assistance reasonably requested by GT (at GT's expense) GT will obtain
5
<PAGE>
Company's consent for any settlement that would result in direct liability to
the Company. The foregoing obligation does not apply with respect to services
not supplied by GT (e.g. third party software, services, telecommunications or
technology) but does include any and all third party software that may be
embedded in the GT Reservation System. In the event such a claim by a third
party causes Company's quiet enjoyment and use of the GT Reservation System to
be seriously endangered or disrupted, GT will, at GT's option: (a) replace the
GT Reservation System, without additional charge, with a compatible,
functionally equivalent and non-infringing system; (b) modify the GT Reservation
System to avoid the infringement; (c) obtain a license to continue use of the GT
Reservation System for the term of this Agreement and pay any additional fees
required for such a license; or (d) if none of the foregoing alternatives are
practical even after GT's best efforts, GT will refund to the Company all
amounts for Design and Set-up Fees and the Additional Services paid by the
Company to GT (up to $[*]), and both parties will have the right to immediately
terminate the Agreement.
17.3 As of the Effective Date, GT has no knowledge of any existing infringement
of its rights to provide the GT Reservation System or Services, nor of any
dispute as to the ownership or any other matter that might affect the validity,
continuance, ownership or value thereof or GT's ability to enter into this
Agreement.
17.4 Company's sole and exclusive remedy for any liability to Company resulting
from any infringement is indemnification and or termination as set forth herein.
18. Insurance.
---------
18.1 GT will maintain insurance, with an insurance company satisfactory to
Company, in the following amounts:
(i) Worker's Compensation - Statutory Limit
---------------------
(ii) Employers Liability - $500,000
-------------------
(iii) Commercial General Liability - $2,000,000 Combined Single Limit
----------------------------
Insurance per occurrence. (This is a minimum amount. Airport requirements
or the nature of the work may necessitate higher limits, but in no event
to exceed $5,000,000.) Commercial General Liability insurance will include
policies for: personal injury; insured contractual liability; completed
operations/product liability; naming Company as an additional insured; and
provide severability of interest, cross liability and independent
contractor's coverage.
(iv) Business Auto Policy - $1,000,000 Combined Single Limit. Such insurance
--------------------
to cover owned, non-owned and hired vehicles when doing work on Company's
premises.
18.2 GT agrees to insure (or self-insure) all losses to its owned or leased
tools and equipment used in the provision of the Services and agrees to obtain
an endorsement from its insurance carrier waiving its right of subrogation
against Company.
18.3 If requested by Company, Certificates of Insurance will be delivered to
Company evidencing compliance with the insurance terms of this Agreement. All
of the above insurance will be written through a company or companies
satisfactory to Company, and the Certificates of Insurance will be of a type
that unconditionally obligates the insurer to notify Company in writing at least
thirty (30) days in advance of the effective date of any material change in or
cancellation of such insurance. GT's failure to provide or to maintain the
insurance required during the term of this Agreement will be deemed an Event of
Default in accordance with Section 21.1.
19. Limitation on Damages. Except as stated in Section 17.2 above, not
---------------------
withstanding any other provisions in this Agreement, GT's maximum liability to
Company will be the aggregate of the amount of money paid to GT by Company for
the Private Label Site during the six month period prior to the date on which
the cause of action arose. Except as stated in Section 17.2 above, in no event
will either Party be liable to the other under contract, negligence, strict
liability or any other legal or equitable theory for any cost of procurement of
substitute goods, technology, services or rights, for loss or corruption of
data, for any incidental, indirect, special, or consequential damages.
20. Term and Termination of Agreement.
---------------------------------
20.1 Unless terminated earlier as provided herein, this Agreement will begin on
the Effective Date and continue for an initial period of one year from the Date
of Acceptance (the "Initial Term"). Thereafter, this Agreement will
automatically renew for successive periods of six (6) months unless either Party
gives written notice of its intent not to renew to the other Party no later than
ninety (90) days prior to the end of the Initial Term or any such six (6) month
renewal period.
20.2 Either Party may terminate this Agreement upon sixty (60) days written
notice in the event the other Party breaches any material term (such material
term will not include Service Level failures for purposes of this Section 20.2.
Termination for Service Level failure are provide in Section 20.6) of this
Agreement and such breach continues without cure for a period of sixty (60) days
following specific written notice by the Non-Defaulting Party to the Defaulting
Party of such breach and request for termination.
20.3 This Agreement may also be terminated by either Party without cause by
giving ninety (90) days prior written notice to the other Party.
20.4 Company may terminate any Additional Service under any Order, in whole or
in part, for convenience upon
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.
6
<PAGE>
giving at least thirty (30) days prior written notice. In such event, Company
will reimburse GT on a time basis for all work performed by GT up to the
effective date of termination. Payment of all outstanding invoices will be made
up to and including the last day of the Additional Service. Company will not be
liable for any costs incurred by GT in connection with the termination of
Additional Services other than payment for Additional Services provided prior to
the effective date of termination.
20.5 Exercise by either Party of its right to terminate this Agreement under
this Section 20 or under any other provision of this Agreement will not affect
or impair such Party's right to enforce its other rights or remedies under this
Agreement. All obligations of each Party that have accrued before termination or
that are of a continuing nature will survive termination.
20.6 In the event GT falls below the Service Level standards set forth in
Attachment D twice in a quarter (a quarter being three consecutive calendar
months), Company may terminate this Agreement with thirty (30) days prior
written notice to GT.
20.7 .Sections 13, 15, 16, 17, 19 through 22, 28, and 31 through 46 will
survive any termination or expiration of this Agreement. Any payment obligations
which exist as of the termination or expiration of this Agreement will remain in
effect.Post-Termination Obligations. In the event Company provides GT with
notice that Company intends to terminate this Agreement, GT agrees to provide
Services, as requested by Company, in a good faith and business like manner,
under the terms and conditions of this Agreement for a minimum of ninety (90)
days from the date such termination is effective. GT will in good faith and in a
business like manner provide Services and work with another supplier and Company
to structure a smooth changeover during any transition period from GT provided
Services to any other supplier of services. The obligations of GT under this
Section 20.8 are subject to the timely payment by Company of all accrued fees
and expenses under this Agreement, including, without limitation, the fees and
expenses due GT pursuant to this Section 20.8. GT will be paid its then current
rates for work performed after termination.
21. Default; Remedies.
-----------------
21.1 Events of Default. Each of the situations set forth below will constitute
an event of default (an "Event of Default") hereunder. The term "Defaulting
Party" will be defined as the Party responsible for the Event of Default and the
term "Non-Defaulting Party" will be defined as the Party not responsible for the
Event of Default:
(i) Either Party will fail to make any payment required under this Agreement
when due and such failure will continue uncured for a period of sixty
(60) days after receipt of written notice of such non-payment;
(ii) Either Party will default in the performance of any other material
covenant contained herein and such default will continue uncured for a
period of sixty (60) days after receipt of written notice thereof;
(iii) Any representation or warranty made by either Party herein will prove to
have been false or misleading in any material respect when made and has
materially harmed the Non-Defaulting Party; and
(iv) In the event that either of the Parties become insolvent or bankrupt or
make an assignment for the benefit of creditors, if an order of
sequestration or liquidation is made against the Parties or if the Parties
try to take advantage of a statute relating to insolvency, bankruptcy or
arrangements with creditors.
21.2 Remedies. If an Event of Default occurs under this Agreement, the Non-
Defaulting Party may proceed by appropriate court action to recover reasonable
damages for the breach against the Defaulting Party.
22. Confidentiality. Both Parties to this Agreement acknowledge that it or its
---------------
employees may be exposed to or acquire information in connection with this
Agreement that is proprietary or confidential to the other Party or third
parties to whom either Party has a duty of confidentiality. Except as set forth
below, any and all information relating to the business of either party or its
clients or customers and other information obtained by either Party or its
employees or subcontractors in the performance of this Agreement will be deemed
to be confidential and proprietary information provided all such material is
clearly labeled as "Confidential" or "Proprietary". Notwithstanding the above,
Company Clients' names, travel destinations, itineraries, technical data,
implementation plans, traveler profiles (including credit card information), and
travel contracts will be considered confidential information regardless of
whether it is labeled as such provided that GT is not prohibited from (i) using
or disclosing such information, externally, in an aggregate or statistical
composite form or (ii) using or disclosing such information to its auditors,
attorneys, potential investors and acquirers, or as required by law and/or
statute. Except as provided herein, each Party agrees to hold confidential
information in strict confidence and not to disclose such information to third
parties or to use such information for any purpose whatsoever other than as
necessary to perform under this Agreement. Furthermore, except as needed to
perform the obligations provided herein, or as otherwise set forth in this
Section, GT agrees that Company Clients' personal data and credit card
information will not be provided to any third party and in no event shall such
information be sold, rented, traded or otherwise distributed to any third party
by GT without Company Clients' prior written consent. Each Party will require
that each of its employees, subcontractors, potential investors and acquirers
who may be exposed to such proprietary and confidential information execute a
non-disclosure agreement containing terms at least as protective of the parties'
confidential information as set forth in this Section 21.3.
7
<PAGE>
Either Party's confidential information will not include (i) information that is
now or subsequently becomes publicly available without breach of this Agreement
by the receiving Party, (ii) information made available to either Party from
other sources without any obligation of confidentiality, (iii) information that
is already in either Party's possession not subject to an obligation of
confidentiality, (iv) information that is independently developed by either
Party without reference to any confidential information and (v) information that
is disclosed pursuant to an order or a court or governmental agency as so
required by such order, provided that the receiving Party will make reasonable
efforts to first notify the disclosing Party of such order and afford the
disclosing party the opportunity to seek a protective order relating to such
disclosure.
23. Year 2000 Compliance.
--------------------
23.1 GT represents and warrants that the GT Reservations System, and Equipment
utilized by GT as set forth in section 6.2 and Service (collectively hereby
referred to as "GT Products" )are Year 2000 complaint. In order to be deemed
Year 2000 compliant, the GT Products must meet the following requirements: (a)
the ability to manage and manipulate Date Data, specifically including Date Data
from more than one century; (b) all Date Data (whether received from users,
systems, applications or other sources) must include an indication of century in
each instance; and (c) all date related outputs and results, in any form, must
include an indication of century in each instance. As used in this Section 22,
the term "Date Data" means any data or input, which includes an indication of
date. Upon reasonable prior notice, GT will provide adequate assurances of Year
2000 compliance to Company in the form of evidence of Year 2000 compliance
testing, including the results of GT's compliance testing efforts for the
Services covered under this Agreement. In the event that GT fails to provide
adequate, timely Year 2000 compliance testing evidence to Company, GT will
promptly effectuate such Year 2000 compliance testing in accordance with
Company's request.
23.2 No representation or warranty, however, is made with respect to any third
party technology being used in combination with technology provided by GT,
including without limitation, third party software, services, telecommunications
or technology. To the extent there is a breach of this Section 22, Company will
provide notification to GT of such breach and GT will expend efforts within a
reasonable period of time in which to cure such breach at GT's sole expense.
This will be Company's sole and exclusive remedy for breach of this provision.
24. Service Warranty.
----------------
24.1 GT warrants that it will perform all Services in a good, workmanlike, and
safe manner. GT will properly supervise all phases of the Services being
performed, to guard and protect Company against all defects in materials and
workmanship, and to ensure completion of the Services in accordance with the
terms of this Agreement. In the event the Services provided by GT hereunder do
not conform to the warranties set forth above, GT will promptly notify Company
and re-perform such non-conforming Services at GT's expense. Such re-performance
is Company's sole and exclusive remedy for non-conformance with the warranties
provided herein.
24.2 GT warrants that it has the experience, knowledge and skill to
successfully perform the Services described in this Agreement at a level of
expertise of other suppliers that present themselves to have similar experience,
knowledge and skill. In the event that Company in good faith determines that GT
does not have the experience, GT's sole remedy for a breach of this Section,
will be termination.
25. GT's Employees; Supervision and Subcontractors.
----------------------------------------------
25.1 The Parties acknowledge and agree that GT, and any individual utilized by
GT to perform GT's obligations under this Agreement, is an independent
contractor and not an employee of Company and that GT will have no authority to
bind Company or otherwise incur liability on behalf of Company. Company will
have no obligation whatsoever to provide any employee benefits or privileges of
any kind or nature to GT, including, without limitation, insurance benefits,
pension benefits or travel privileges. Further, GT agrees that Company is not
responsible to collect or withhold federal, state or local taxes, including,
without limitation, income taxes, social security taxes, unemployment taxes or
Medicare taxes, and that any and all taxes imposed, assessed or levied as a
result of payments made to GT pursuant to this Agreement or the fees, and any
penalties assessed on or against such taxes, will be paid by GT, or if paid by
Company, GT will reimburse Company upon demand. GT will further reimburse
Company upon demand for any costs incurred by Company to pay for employee
benefits upon GT or any individuals utilized by GT to perform its obligations
under this Agreement. Reimbursement for any costs associated with the foregoing
will be considered an adjustment to the price of Services contracted for in this
Agreement.
25.2 Subcontractors. In the event any of the Services provided by GT hereunder
are to be performed by a subcontractor, such subcontractor will be required to
execute a written non-disclosure agreement containing provisions at least as
protective of Company's confidential information as is set forth in Section 21.3
of this Agreement, and GT will remain primarily liable for work performed by any
subcontractor.
25.3 List of Personnel/Removal. If any one of GT's or GT's subcontractors or
subcontractor's employees does not demonstrate adequate performance capability
in Company's good faith judgment, or is disruptive in any way, Company may
request to have such person, removed. Whether or not such person is removed, is
at GT's sole discretion. In the event of a removal, if such removal occurs
within the first five (5) working days after
8
<PAGE>
such person commences the performance of Services, GT will not invoice Company
for any hours worked by such removed person. If such removal occurs after the
first five (5) working days but within the first fifteen (15) working days after
such person commences the performance of Services, GT will invoice Company for
50% of the hours worked by such removed person. If such removal occurs at any
time thereafter, GT will invoice Company for all hours worked by such removed
person.
26. Publicity and Marketing. Both Parties agree to cooperate with each other
-----------------------
so that each Party may issue a press release concerning this Agreement, provided
that each Party must provide written approval of any press release prior to its
release, which will not be unreasonably withheld. Company agrees that it may be
designated as a "reference account" for GT's online travel technology solution
to certain potential customers, upon terms to be mutually agreed by the Parties
hereto. GT will not include any reference to Company in any marketing materials,
customer lists or other documents distributed to third parties, except as
otherwise stated herein, without Company's prior written consent which will not
be unreasonably withheld or delayed.
27. Clearances, Permits and Code Compliance. If applicable, GT will at its
---------------------------------------
expense obtain all clearances, permits, fees and professional licenses necessary
to perform the Services under this Agreement. GT will comply with all federal,
state and local statutes, laws, ordinances, regulations, rules, codes and orders
bearing on the conduct of the work enacted or adopted by any federal, state,
local, municipal or other authority or governmental body having jurisdiction, or
any rules or regulations of any insurance company, board of fire underwriters,
bureau or similar body applicable to the Services to be performed hereunder and
will notify Company if this Agreement is at variance therewith.
28. Time of the Essence. The Parties acknowledge that time is of the essence
-------------------
in performance of their obligations under
29. Force Majeure. Neither Party will be responsible for delays in or
-------------
suspension of performance caused by acts of God or governmental authority,
strikes or labor disputes of such Party, fires or other loss of production
facilities, breach by suppliers of supply agreements, or other such causes
beyond the reasonable control, and not the result of the fault or neglect, of
that Party. In the event of a strike or work stoppage by GT's personnel, or any
occurrence beyond GT's control that curtails GT's ability to provide the
Services set forth herein, GT will use its best efforts to redirect, reassign or
transfer work to unaffected GT operations or to a qualified subcontractor. A
strike or work stoppage by Company's personnel will not relieve GT of its
obligations to perform Services under this Agreement. Notwithstanding anything
in this Section 28 to the contrary, in the event that GT delays or suspends
performance pursuant to this Section 28, and such delay or suspension continues
for thirty (30) days, then, at any time thereafter, Company may terminate this
Agreement, in whole or in part, immediately upon written notice.
30. Fulfillment. GT's travel office will finalize all travel transactions,
-----------
collect payments, manage accounting and provide for the delivery of documents in
accordance with the provisions of Attachment F. Company will pay to GT the per
Ticket transaction fee as set forth in Attachment C, which will be invoiced by
GT to Company on a monthly basis in accordance with Section 8.
31. Taxes.
-----
31.1 Except as provided herein, Company will pay all sales and use taxes that
are lawfully imposed by any governmental authority in the United States and are
based on or measured by any payments of Company pursuant to this Agreement, and
for which no exemption is available. GT will pay all taxes that are: (i)
lawfully imposed on GT by any governmental authority outside of the United
States; or (ii) on, based on, or measured by, gross or net income or gross or
net receipts (including any capital gains taxes or minimum taxes) of GT, or
taxes which are capital, doing business, excess profits, net worth, or franchise
taxes of GT. GT will pay any interest, additions to tax, or penalties associated
-
with the taxes set forth in (i) or (ii) above. GT also will pay any interest,
additions to tax, or penalties caused by or arising out of the willful
misconduct or negligence of GT.
31.2 No sales tax will be collected by GT if: (i) a specific exemption applies
to (a) the Services purchased hereunder, or (b) any transaction occurring
pursuant to this Agreement, (ii) Company provides evidence to GT in a form
satisfactory to GT or the applicable taxing authority that Company has been
authorized by the applicable taxing authority to make tax payments directly to
it, or (iii) GT is obligated to pay the taxes provided in 31.1(i) or (ii). GT
will promptly, upon receipt from any tax authority of any levy, notice,
assessment, or withholding of any tax for which Company may be obligated, notify
Company in writing directed to the following address: Senior Tax Counsel,
Northwest Airlines, Inc., Dept. A4450, 5101 Northwest Drive, St. Paul, MN
55111-3034.
31.3 If under the applicable law of the taxing jurisdiction, Company is allowed
-
to contest directly any tax for which Company may be obligated, then Company
will be entitled at its own expense and in its own name, to contest the
imposition, validity, applicability or amount of such tax and, to the extent
permitted by law, withhold payment during pendency of such contest. If company
is not permitted by law to contest such tax in its own name, upon Company's
request, GT will in good faith and using best efforts, at Company's expense,
contest the imposition, validity, applicability or amount of such tax. GT will:
(i) supply Company with such information and documentation reasonably requested
by Company as are necessary or advisable for Company to control or participate
in any proceeding to the extent permitted herein, and (ii) make all reasonable
efforts to assist Company with evidentiary and procedural development of any
such proceeding or contest. GT will in good faith and using best efforts, assist
Company with the accumulation of information and documentation requested by
Company to recover or seek a refund of any sales or use tax paid by
9
<PAGE>
Company as a result of its purchases pursuant to this Agreement.
31.4 Upon Company's request, GT will delineate all fees among the component
portions of the Services contracted for in this Agreement. Such "component
portions" for purposes of section 31.4 include, but are not limited to, (i)
maintenance, including upgrades and enhancements, (ii) installation, (iii)
support, and (iv) training and related manuals.
31.5 Passenger Taxes. GT shall be responsible for collecting (1) any taxes
---------------
pursuant to Section 4261 of the Internal Revenue Code, as amended or succeeded,
("Section 4261 Taxes") on any amounts paid by the customers of the Air Outlet
Center to GT or the Air Outlet Center, and (2) any passenger facility charges,
stamp taxes, excise taxes (including segment fees), value added taxes (in the
nature of a sales or use tax), gross receipts taxes (in the nature of a sales or
use tax), APHIS user fees, U.S. Customs user fees, U.S. Immigration user fees,
security charges, and any other taxes and/or user fees imposed by any domestic
or foreign governmental entity on a per passenger basis provided that such
charges, taxes, or fees are typical of those collected at point of sale ("Other
Collected Taxes") on any amounts paid by the customers of the Air Outlet Center
to GT or the Air Outlet Center. GT shall then remit such Section 4261 Taxes and
such Other Collected Taxes to the Company through the use of ARC and in full
compliance with all procedures established by ARC.
32. Right To Assurance. If Company, in good faith, has reason to question GT's
------------------
intent or ability to perform, Company may request that GT give written assurance
of intent to perform. In the event that a request is made and no assurance is
given within ten (10) days, Company may treat this failure as an anticipatory
repudiation of this Agreement and terminate this Agreement thereafter upon
written notice as it's sole remedy.
33. Liens. GT will keep the Company's premises, improvements, machinery,
-----
equipment and any other property of Company free and clear from any and all
liens arising out of the performance of Services hereunder by GT. GT will obtain
properly executed waivers and releases from all subcontractors or other persons
entitled to liens for Services furnished in accordance with this Agreement. GT
hereby indemnifies Company against and will hold Company harmless from any and
all costs, expenses, losses and all damages resulting from the filing of any
such liens against Company including, but not limited to, attorneys' fees.
34. Governing Law. The provisions of this Agreement will be construed,
-------------
interpreted and enforced in accordance with, and any dispute arising out of or
in connection with this Agreement, including any action in tort, will be
governed by, the laws of the State of New York, without regard to any choice of
law provisions. Each of the Parties hereby irrevocably consents to the
jurisdiction of the United States District Court for the District of New York
and the courts of the State of New York in any suit, action, or proceeding
brought against such Party by the other Party and related to or in connection
with this Agreement or any transaction contemplated hereby. The Parties agree
that any litigation relating directly or indirectly to this Agreement must be
determined by a judge sitting alone and both Parties hereby expressly agree to
waive any and all rights to a jury trial.
35. Non-Waiver. Failure of either Party to insist upon strict performance of
----------
any of the terms and conditions herein will not be deemed a waiver of any rights
or remedies that such Party will have and will not be deemed a waiver of any
subsequent default of the terms and conditions hereof. The receiving of any
Services under this Agreement will not be deemed or be a waiver of any right
Company has for any failure by GT to comply with any of the provisions of this
Agreement.
36. Third Party Rights. Nothing contained in this Agreement will or is
------------------
intended to create or will be construed to create any right in or any duty or
obligation by either Party to any third party. There are no third party
beneficiaries of this Agreement.
37. Amendments. This Agreement may be changed, modified or amended from time
----------
to time only by express written agreement of the Parties executed by their
authorized representatives.
38. Notices. Notices under the terms of this Agreement will be validly given
-------
if in writing and sent by prepaid certified mail, return receipt requested, or
by facsimile transmission or by courier, prepaid, to the addresses set forth
below or such other addresses as specifically required by this Agreement:
If to Company: Copy to:
Northwest Airlines, Inc. Northwest Airlines, Inc.
Mailstop J4210 Mailstop A1180
5101 Northwest Drive 5101 Northwest Drive,
St. Paul, MN 55111-3034 St. Paul, MN 55111-3034
Attn.: Director Corporate Attn.: E.V.P., Genera
Purchasing - IS Counsel & Secretary
Fax: (612) 726-3040 Fax: (612) 726-7123
Or, if by courier to: Copy to:
Northwest Airlines, Inc. Northwest Airlines, Inc
Mailstop J4210, Mailstop A1180,
1500 Tower View Road 2700 Lone Oak Parkway
Eagan, MN 55121 Eagan, Minnesota 55121
Attn.: Director Corporate Attn.: E.V.P., General
Purchasing - IS Counsel & Secretary
If to GT: Copy to:
Chief Financial Officer Sr. Contracts Admin.
GetThere.com GetThere.com
445 Sherman Ave. 445 Sherman Ave.
Palo Alto, CA 94306 Palo Alto, CA 94306
Notices will be effective on the first business day following receipt thereof.
Notices sent by certified mail or courier will be deemed received on the date of
delivery as indicated on the return receipt or delivery notice; notices
10
<PAGE>
sent by facsimile will be deemed received on the date transmitted.
39. Severability. If any provision of this Agreement will be declared illegal,
------------
void, or otherwise unenforceable, the remaining provisions will remain in full
force and effect. The Parties also agree to promptly replace the illegal, void
or otherwise unenforceable provision with a substitute provision that will
satisfy the intent of the Parties. This Agreement will not be construed against
the Party preparing it, but will be construed as if both Parties jointly
prepared it and any uncertainty or ambiguity will not be interpreted against
either Party.
40. Further Assurances. Each of the Parties hereto will from time to time
------------------
promptly and duly execute and deliver all documents and take such action as may
be necessary or desirable in order to effectively carry out the intent and
purposes of this Agreement, to protect the interests of the Parties hereto, and
to establish, protect and perfect the rights, remedies and interests granted or
intended to be granted hereunder.
41. Counterparts. This Agreement may be executed in multiple counterparts,
------------
each of which, when so executed, will be deemed to be an original copy hereof,
and all such counterparts together will constitute but one single agreement.
42. Survival. All agreements, obligations, covenants, terms, conditions,
--------
representations and warranties made in this Agreement will survive the execution
and delivery of this Agreement until all obligations of the Parties are fully
performed.
43. Non-Discrimination and Federal Contract Compliance. Company is a
--------------------------------------------------
government contractor, and the Parties agree, as a condition of this Agreement,
to comply with the Equal Employment Opportunity and Affirmative Action clauses
as set forth in Executive Order 11246, the Vietnam-Era Veterans' Readjustment
Act of 1974, the Rehabilitation Act of 1973, and implementing regulations at 41
CFR 60-1.14(a), 41 CFR 6-741.5, and 41 CFR 60-250.4 and that the provisions of
such laws and regulations are hereby adopted and incorporated into this
Agreement by reference.
44. Complete Agreement. The terms, conditions and provisions of this
------------------
Agreement, together with the descriptions, specifications, exhibits, the
Addendum and Attachments annexed hereto and by this reference made a part of
this Agreement, constitute the entire agreement between the Parties and will
supersede all previous communications, representations, or agreements, either
oral or written, between the Parties with respect to the subject matter of this
Agreement. Any additional or different terms exchanged in invoices, letters,
forms or other documents are hereby deemed to be material alterations and notice
of objection to them and rejection of them is hereby given. Company assumes no
responsibility for Additional Services performed unless a signed and authorized
Order is issued by Company and provided to GT.
45. Reporting. Except as otherwise set forth in Section 21.3, notwithstanding
---------
anything to the contrary, nothing contained herein will restrict GT from
complying with industry reporting requirements.
46. Assignment. Neither party will have any right or ability to assign,
----------
transfer, or sublicense any obligations or benefit under this Agreement without
the written consent of the other (and any such attempt will be void), except
that a party may assign and transfer this Agreement and its rights and
obligations hereunder to any third party who succeeds to substantially all its
business or assets.
IN WITNESS WHEREOF, the Parties by their authorized representatives have
executed this Agreement as of the date first above written.
NORTHWEST AIRLINES, INC.
Signature:________________________________
Name:_____________________________________
Title:____________________________________
Date:_____________________________________
GETTHERE.COM, INC.
Signature:________________________________
Name:_____________________________________
Title:____________________________________
Date:_____________________________________
11
<PAGE>
ATTACHMENT A
COMPANY CONTENT
. Air Outlet Center Content to be provided by Company in standard electronic
format according to specifications provided by GT
Content includes the following:
. Air Outlet Center Site logo
. An origin and destination city pair
. Pricing information to include the range of air fares for city
pairs
. Pricing information for all Company coded flights and Company's
alliance partners to the extent Company is the exclusive agent
for such alliance partners, including, but not limited to, KLM
12
<PAGE>
ATTACHMENT B
AIRLINE PRIVATE LABEL PRODUCT FEATURES
- --------------------------------------------------------------------------------
FEATURE EXPLANATION
- --------------------------------------------------------------------------------
Air Availability Bias Display The GT air availability system can be
set to only display specific airline
flights, all available flights or
preferred carriers only. Multiple leg,
open-jaw trips are supported under the
multi-leg reservation display option.
The Company Client have the option to
select round-trip or one-way in the
flight display options.
- --------------------------------------------------------------------------------
Hotel Booking Capability Hotel functionality can be biased to
display specific airline preferences or
can be masked completely.
- --------------------------------------------------------------------------------
Car Booking Capability Car functionality can be biased to
display specific airline preferences or
can be masked completely.
- --------------------------------------------------------------------------------
Low Fare Search Presents alternate routing and lower
fare options to the Company Client
provided that the airline host system
supports this functionality through the
CRS.
- --------------------------------------------------------------------------------
Booking History Enables access to previous bookings.
- --------------------------------------------------------------------------------
Itinerary Changes and Enables Company Client to change or
Cancellations cancel itineraries before Ticket
issuance has occurred.
- --------------------------------------------------------------------------------
Seat Maps Displays GT Java applet seat map feature
enabling Company Client to select their
desired seat location provided that this
functionality is supported by the CRS or
the airline host system directly.
- --------------------------------------------------------------------------------
Distressed Inventory Enables specific airline to sell off
Distribution System distressed inventory for specific
markets.
- --------------------------------------------------------------------------------
Distressed Inventory Broadcasts specials to registered
Distribution System Company Clients via e-mail. Carrier may
determine schedule.
E-mail Broadcast
- --------------------------------------------------------------------------------
Market Based Preferences Enables specific airline to bias
availability in a given market.
- --------------------------------------------------------------------------------
Calendar Online reference calendar.
- --------------------------------------------------------------------------------
Trip Recall Enables Company Clients to automatically
store routine travel itineraries
reducing overall time to complete the
reservation process.
- --------------------------------------------------------------------------------
Secondary Profiles Capability to store preferences for
additional travelers.
- --------------------------------------------------------------------------------
Hotel Maps Capability to plot all available hotels
within a dynamically generated map.
Currently available in North America.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Driving Directions Provides Company Clients with point to
point driving directions. Currently
available in North America (Vendor to be
discussed)
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
Electronic Ticketing Defaults electronic Ticketing for
designated carriers providing that the
flight segment display returned from the
CRS is clearly identified as being E-
Ticketable.
- --------------------------------------------------------------------------------
Intelligent Ticket Delivery Options Enables administrator to configure
Ticketing options available to the
Company Client and the conditions under
which each option is visible.
- --------------------------------------------------------------------------------
International Pricing The system will present the price in
local currency and USD based on the
departure point of the traveler,
provided this information is available
through the CRS.
- --------------------------------------------------------------------------------
Multiple Passenger Bookings Enables multiple passengers to travel on
a single PNR.
- --------------------------------------------------------------------------------
Airport Name Recognition Recognizes airport proximity for a
designated city name, spelling errors
and city confirmation when more than one
(i.e., San Francisco = SFO) airport exists for a departure point.
- --------------------------------------------------------------------------------
Customer Help System Assists the Company Client at each stage
of the reservation process.
- --------------------------------------------------------------------------------
Credit Card Encryption Ensures that the Company Client's credit
(Both SSL & SHTTP supported) card is encrypted using full 128-bit
encryption for all transactions.
- --------------------------------------------------------------------------------
Firewall IP Packet Security Provides IP packet filtering security.
- --------------------------------------------------------------------------------
Branded Low Fare Ticker Java applet displays fares based on the
designated home airport registered by
the Company Client for all available low
fares.
- --------------------------------------------------------------------------------
Online Password Changes Enables the Company Client to change
their password to access the site.
- --------------------------------------------------------------------------------
Dynamic PNR Recognition Site may be configured to drop
and Routing reservations to multiple Pseudo City
codes based on fulfillment parameters
established by carrier.
- --------------------------------------------------------------------------------
Guest Access Enables Company Clients to perform
availability requests and preview
without registering.
- --------------------------------------------------------------------------------
Destination Content Provides local destination content,
weather, airport information, etc.
- --------------------------------------------------------------------------------
User Profile Enables Company Clients to designate
(travel preference customization) preferred air, car and hotel vendors,
frequent flyer numbers, seating
preferences and display options.
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
FEATURE EXPLANATION
- --------------------------------------------------------------------------------
Customized Availability Display Enables Company Clients to configure the
(Novice and Expert) availability display option for either
novice or expert mode. The novice mode
presents simple availability, the expert
mode presents availability based on
specific classes of service for each
flight segment.
- --------------------------------------------------------------------------------
Reservation Status Bar Dynamic display indicates to the Company
(indicates to the Company Client the Client the current stage of the
specific stage in the reservation reservation process.
process)
- --------------------------------------------------------------------------------
Code Share Display Identifies code share flights throughout
the booking process using reasonable
commercial efforts to comply with
Department of Transportation
regulations.
- --------------------------------------------------------------------------------
Fare/Rate Rule Display Displays CRS-based rate and fare rules
for air and car process using reasonable
commercial efforts to comply with ATPCo
rate and fare rules.
- --------------------------------------------------------------------------------
Configurable Ticketing Time Customized Ticketing deadlines per
Line Requirement carrier guidelines.
- --------------------------------------------------------------------------------
Fare Mail Enables Company Clients to enter
favorite destinations and enter the fare
that they would be willing to pay to
travel to that destination. Company
Clients are notified via email by the
system when GT detects a fare within
fare range they have entered and with
the frequency they select (e.g., daily,
bi-weekly, weekly, bi-monthly, etc.)
- --------------------------------------------------------------------------------
Applicable CRS Worldspan. Company and GT will work
together to establish connectivity from
GT to Worldspan in a mutually beneficial
fashion on terms to be determined.
- --------------------------------------------------------------------------------
Registration Page Page to be created to allow Company
Clients to register. Company Clients
will need to register in order to
purchase Tickets.
- --------------------------------------------------------------------------------
<PAGE>
ATTACHMENT C
Price List
GT Co-branded CRS Based Airline Reservation System Private Label Site
Design and Set-up Fee $5,000
Monthly
Maintenance Fee Waived
Per ticket Transaction Fee $[*] if GT is providing fulfillment and support*
Implementation Date Within 45 days of EXECUTION OF THIS Agreement and
delivery of all required Content
* Monthly minimum of $2,500/month, which will not apply until Date of
Acceptance for Phase II of the deliverables as set forth in the
Statement of Work.
Commissions earned on hotel and car Bookings are 100% GT Commissions.
Additional Services Service Fees
Programming Hourly Fee $[*]
HTML Coding Hourly Fee $[*]
Graphic Design Hourly Fee $[*]
Special Consulting Hourly Fee $[*]
Email Distribution of Fares [*] per 100,000 messages per
mailing (min.$1,000/mailing)
Prices apply per pseudo city or off-site location, unless otherwise specified.
1-800# Expenses: Company will pay for all initial set-up, monthly hook up and
---
monthly minute charges/fees of the 1-800#. Company will also pay any applicable
taxes related to the 1-800#. Such 1-800# will be considered Company's property.
Company grants GT the use of such 1-800# for the term of this Agreement as
necessary for the telephone support as set forth in Attachment H.
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS
<PAGE>
ATTACHMENT D
SERVICE LEVELS /PERFORMANCE MEASURES
1. Technical Support Services Service Levels. In accordance with Section 7.2,
-----------------------------------------
GT will provide second tier support services to Company, including the
following:
Telephone Hot-Line Support; Acknowledgement of System Failures: GT will provide
- --------------------------------------------------------------
telephone hot-line support services to Company's designated program
administrator and appropriate Company contact person twenty-four hours a day,
seven days a week. Such support will include reasonable consultation on the
operation and utilization of the Private Label Site and problem resolution for a
System Failure as reported by the Company or Company's designated program
administrator. Such support will also include without limitation guaranteed
acknowledgement of Severity Level 1 and 2 problems within one (1) business hour
of problems reported by Company. Such acknowledgement may be by fax, phone, or
e-mail to Company program administrator and appropriate Company contact person.
If GT fails to maintain the foregoing support services to Company, Company may,
in its sole discretion (i) agree to discuss an alternate remedy, or (ii)
terminate this Agreement as set forth in Section 5.1.
2. Service Levels/Service Level Compliance objectives for the GT System
---------------------------------------------------------------------
(a) Problem Definition "PAR" means Problem Action Request. PAR(s) are
------------------
determined by severity of the System Failure. Severity levels are defined
as follows:
(i) Severity Level 1 will be defined as a "CRITICAL PROBLEM" wherein the
System is not operational or has a critical loss of capability such as
the inability to browse or book, frequency of failure precludes
productive use, or critical job/data integrity defect.
(ii) Severity Level 2 will be defined as a "MAJOR PROBLEM " wherein the
System is operational but with capability that is severely or
moderately degraded such as the inability to run a major application
within the System, non-critical product feature or function that does
not work, or failure that requires on-going intervention to maintain
productive use.
(iii) Severity Level 3 will be defined as a "MINOR PROBLEM" wherein the
System is operational, with no significant impact to performance.
Response Times*
- ---------------
GT will meet the following response times:
(i) sixty (60) minutes for acknowledgment of a Severity Level 1 Problem;
(ii) two (2) hours for acknowledgment of a Severity Level II Problem.
(iii) next calendar day for Severity Level III Problem
*GT management will respond to all Company program administration telephone
calls within one (1) calendar day.
(c) Service Level Compliance: GT will implement the following problem
investigation and resolution correction procedures:
Severity Level I Problems:
---------------------------
GT will promptly initiate the following procedures: (1) assign senior GT
engineers to correct the CRITICAL PROBLEM; (2) notify senior GT management that
such CRITIAL PROBLEM have been reported and that steps are being taken to
correct the CRITICAL PROBLEM; (3) provide Company with periodic reports every
four (4) hours on the status of the corrections; and (4) exercise all
commercially reasonable efforts on an urgent first priority basis to provide
Company with a workaround or fix.
<PAGE>
Severity Level II Errors:
-------------------------
GT will exercise all commercially reasonable efforts to provide Company with a
workaround and to include the fix for the MAJOR PROBLEM in the next Upgrade or
sooner to the GT Reservation System or Private Label Site. In the event GT fails
to provide such workaround or fix, Company may, in its sole discretion, either
(i) discuss an alternate remedy, or (ii) terminate this Agreement pursuant to
Section 5.1.
Severity Level III Problems:
----------------------------
GT may include the fix for the MINOR PROBLEM in the next Upgrade or
sooner to the GT Reservation System or Private Label Site.
(d) GT Support Location All Technical Support services will be provided from
----------------
GT's facility unless otherwise requested by the Company upon reasonable
belief that such services must be provided at Company's facilities,
subject to the terms set forth in Section 9.4.
SERVICE LEVEL COMPLIANCE for System availability: **
The target System availability for the System will be 100%, as measured on a
calendar month basis. In the event of a failure by GT to maintain an average
minimum System availability of 97.5% twice in a quarter (a quarter being three
consecutive calendar months), Company may, in its sole discretion, either (i)
terminate this Agreement as set forth in Section 20.6 (ii) agree to discuss an
alternate remedy.
**(When determining where any Service Level Compliance has been met, the
measurement above shall not include system unavailability related to
maintenance, which shall not exceed five ( 5) hours in a thirty day period,
Company's databases, any utilized CRS, internet backbone, mapping software
vendors, any of the causes set forth in Section 28 or caused by any act or
omission of Company.
Reporting Company acknowledges that as of the Effective Date of this Agreement
- ---------
that GT is currently in the process of evaluating mechanisms which will enable
GT to automate, track, monitor and provide Company with reports detailing the
monthly results of PAR and System availability. GT agrees to use best commercial
efforts to implement such mechanisms required to provide such reports by January
1, 2000. Upon the completion of such implementation, GT will deliver such
reports to Company on terms and conditions to be mutually agreed upon.
<PAGE>
ATTACHMENT E
STATEMENT OF WORK
<PAGE>
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
ATTACMENT E
Northwest Air Outlet Center
Statement of Work
Version 4.0
August 16, 1999
Author: [email protected], 612-727-0942
And Rob Martin, [email protected], 630-665-3562
- --------------------------------------------------------------------------------
------------------------------------
------------------------------------
------------------------------------
------------------------------------
------------------------------------
------------------------------------
------------------------------------
------------------------------------
------------------------------------
------------------------------------
------------------------------------
<PAGE>
Table of Contents
<TABLE>
<S> <C>
A. Introduction/Business Need............................................... 3
B. Market and User Base..................................................... 3
C. Dependencies............................................................. 3
D. Overview of Existing System.............................................. 2
E. Overview of Proposed System.............................................. 4
F. Requirements............................................................. 5
Administrator requirements............................................... 5
Functional requirements.................................................. 4
Performance requirements................................................. 5
Security Requirements.................................................... 5
Hardware, Communications and Database requirements....................... 5
Capacity requirements.................................................... 5
Data storage requirements................................................ 6
Additional Services...................................................... 6
Support Requirements..................................................... 6
Training................................................................. 6
G. Summary of Benefits...................................................... 6
H. Deliverables/Acceptance Criteria......................................... 6
Phase I.................................................................. 7
Phase II................................................................. 7
Key Development Items.................................................... 7
</TABLE>
<PAGE>
Air Outlet Center
Statement of Work
A. Introduction/Business Need
Air Outlet Center ("AOC") is a non Northwest branded product that sells
discounted airfares in non-hub markets. Currently sold via newspaper
advertisements, Company is seeking a solution to sell the product via the
internet.
B. Market and User Base
Company's target market is the price sensitive passenger found in non-hub
domestic cities.
C. Dependencies
. Company currently sells AOC tickets in 87 cities with 396 markets.
Complicating factors include seasonality (2 seasons) and fare class (V
and Q) which combine to make 1316 individual fares on file at the time
of this writing. The ability to show fare ranges and city pair options
is critical to the support of the product.
. Fares are generally updated weekly via ATPCO. It is anticipated that
adjustments during the week could be required, in addition to the
weekly update. AOC fares are private fares filed with SecuRates. Access
to SecuRates is required.
. There is a five-day advance purchase requirement.
. Company Clients will not be aware that this is a Company product.
Northwest branding does not appear anywhere in the advertisements or
via sales vehicles.
. Worldspan will be the CRS.
. E-ticket required
. Fares are round-trip. Open-jaw, one-way or multi-city PNRs are not
allowed.
D. Overview of Existing System
Air Outlet Center Site
Company currently does not have this product for sale on the internet
Alternate sales vehicles
Company posts newspaper advertisements in several metropolitan areas
around the country. Currently Company Clients are advised to call an 800
number to book their reservations. MLT WorldVacations handles all calls as
Air Outlet Center.
<PAGE>
E. Overview of Proposed System
The proposed solution with GT would offer AOC Company Clients the option
of booking on-line.
Company administrator
. As administrator, Company has authority and responsibility to manage
setting changes on the Air Outlet Center Site.
. Changes such as the weekly/semi weekly fare and city changes will be
provided to GT in standard electronic format according to
specifications provided by GT as stated in Attachment A. Changes are
expected during normal business hours
. Some look and feel changes are available via the admin tool. Other
changes will be coordinated with GT in accordance with Section 4.6.
GT
. The Air Outlet Center Site will reside on GT servers
. All equipment and communication lines provided by GT
. GT will handle Ticketing and Fulfillment of AOC PNRs
. GT will provide first level support to Company Clients
. Confirmation of Ticket purchase sent via e-mail
. GT will comply with DOT requirements
. The Company Home/Welcome page created by GT will include:
1. Registered user and Guest Login (Company Client will be
required to register if completing purchase).
2. Lost Password assistance
3. Links to FAQs
4. Header and footer with optional links to weather,
mapquest.com, city information
- The Air Outlet Center Site will contain all the functionality
listed within this Statement of Work with the features described
in attachment B of the Agreement
- Car and hotel booking functionality will be activated
Passenger/Company client interface flow
. Company Client enters www.airoutlet.com which will be re-directed to GT
-----------------
. Company Client arrives at Air Outlet Center Site welcome/home page
. Enter Air Outlet Center Site by guest log-in or member log-in
. Pick origin city by a pull down menu which takes company client to next
page
. Chart appears with destination options (no fares at this point) and
Company Client selects destination city
. Company Client to pick departure and return date and number of
passengers
. If an invalid date is picked, or if the fare is no longer available,
the Company Client will be instructed to go back and reselect.
. No "open search" of air availability will be offered to Company Clients
. Company coded flights and Company's alliance partners to the extent
Company is the exclusive agent for such alliance partners, including
but not limited to KLM.
. Actual fare per person with terms and conditions to appear after the
Company Client selects their flights
. If Company Client chooses to purchase, they will be required to
register at this point if not already a member
. After registering, Company Client will be returned to same page in
booking process
. E-ticketing will be the only option presented to Company Clients
. Confirmation e-mail with required information is sent, where possible
<PAGE>
F. Requirements
Administrator requirements
ITN Program Manager:
. Set up database and Air Outlet Center Site to support Company's
special fares
. Setup Company booking SID (Pseudo City Code) (1P - will be the
partition in Worldspan)
. Create, configure and maintain internet Air Outlet Center Site
. Configure Air Outlet Center Site with appropriate low fare search
entries which include fares loaded in SecuRate
. Coordinate satisfactory completion of customized web pages with
GT's web design team
. Load fares and test Air Outlet Center Site's faring accuracy
. Conduct weekly implementation meetings
. Provide point of contact for Company to escalate calls
Company administrator:
. File fares through ATPCO and provide fare information (with
reasonable advance warning) in format acceptable to GT (see
additional attachment as an example). This file can be sent
via e-mail attachment, via courier on diskette, or File Transfer
Protocol
. Handle ongoing updates to the SecuRate "table" in Worldspan for
air fares
. Provide GT with SecuRate entries for pricing itineraries
. Participate in weekly implementation meetings
. Maintain those Air Outlet Center Site configurations and text
fields which can be administered by the Company
. Access and create custom reports regarding customer usage via
GT's admin link
. Create and maintain graphics for all portions of the product
. Create a list of all internet links for the product (links off-
site such as map.quest)
. Signs off on all web page changes and final Air Outlet Center
Site acceptance
. Provide point of contact for all issues escalated to Company
Functional requirements
Registration:
. Company Client will not be required to register to search Air
Outlet Center Site and review fare options. If customer wishes to
purchase ticket, they will be required to register at that time
. Company Client will have the option to register from Air Outlet
Center Site welcome/home page
. Previously registered Company Clients will be provided option to
sign into Air Outlet Center Site with password from Air Outlet
Center Site's home/welcome page or at point of purchase
. The Company Client, or person paying for the ticket does not have
to be passenger
. E-mail sign up for promotions is added to registration page
. Registration should include Company Client billing information
including:
- First name, middle initial, last name
- Phone number
- E-mail address
- Billing address
- Passenger name if different than Company Client
- Mailing address if different from billing address
<PAGE>
- Emergency contact name and phone number
Booking Flights
. Advance purchase requirement of 5 days. Company reserves the right
to increase or decrease this advance purchase requirement.
. Option to hold reservation without ticketing is not available at
this time
. No changes to air Bookings are allowed through the Air Outlet
Center Site after ticketing
. Itineraries will be priced using Worldspan's SecuRate product.
Pricing entries include appending an "SR" designation
. GT will utilize Worldspan's credit card validation functionality
to ensure all charges are permissible.
Refunding Ticketed Trips
. Tickets are non-refundable/non-transferrable
. Tickets may be applied toward new ticket with a $100.00 service
fee
Reports
. Company administrator has access to all standard and custom
reports via admin tool provided by GT
. Reports are requested from GT regarding up-time and system
performance. It is understood that this will initially be ad-hoc
reporting available upon request by Company and GT is in the
process of developing a tool for automated performance reports
Performance requirements
. GT's system is monitored, 24 hours a day, 7 days a week. Software
monitors system outages and alerts the 24x7 staff of any problems.
. Service Level Agreements to be found in attachment D of the
Agreement
Security Requirements
. GT is in the process of migrating to SMI transactions which we
expect to be complete in the second quarter of 2000.
. Redundant versions of some GT databases are running now and we
expected completion by the end of 2000.
. All Company Clients will be registered with unique member id and
password
. Credit card information is two-way encrypted and displayed to
company clients as "ON FILE" so that the number is not travelling
across the internet.
Hardware/System Architecture
. The Air Outlet Center Site will not reside on a dedicated server
but will reside on GT's web of servers.
. Access to the Air Outlet Center Site is handled through Cisco
routers which dynamically balance traffic loads for optimum
performance
Capacity requirements
. With Current Bookings of 500-600 tickets per week through the phone
center, GT has sufficient capacity to handle AOC's projected on-
line volume at start up as we now have over 30 Worldspan lines.
<PAGE>
Data storage requirements
. All Company databases are located on a separate internal network
with separate logical databases for all customer profiles
. GT maintains separate operational and employee subnets
. GT maintains comprehensive "access list" filtering on all Cisco
routers that form our firewall
Support Requirements
. GT is responsible for maintenance and problem resolution of the
hardware and operating systems at all GT data centers
Training
. Up to 2 days of train the trainer onsite instruction to administer
and support the Air Outlet Center Site will be provided to Company
. Training to include step by step description of administration
pages and how each affects product behavior
G. Summary of Benefits
. Gives Company the opportunity to compete with other low fare
internet providers by offering Company Clients discounted air fares
. Allows Company to reward Company Clients with upgrades and other
incentives based upon their volume through the Air Outlet Center
Site or other criteria in their profile.
. Company gains the opportunity to channel revenue from other
competitive booking tools to this product
. Removes responsibility from Company for maintaining additional
hardware for web applications (servers, routers, etc)
. Provides Company with a completely scalable product that will
handle more Company Clients as traffic grows
I. Deliverables/Acceptance Criteria
Phase 1
GT:
. Project plan with estimated delivery date and cost
. Air Outlet Center Site with pages described in passenger/Company
Client interface flow and Company name and graphics
. Display the maximum number of city pairs allowed by GT's system
today
. Development of ability to handle 5 day advance purchase (expected
to require 45 days)
. Up to 2 day session for train the trainer
. Escalation procedures
. Quality Assurance (QA) test plan
. Documentation of GT's QA test results including any known issues
. Detailed listing of upcoming planned enhancements
. Sample FAQ's
. Air Outlet Center Site walk-through for final acceptance
<PAGE>
Company
. Name of product
. Graphics
. Review customization and finalization of FAQ's
. Participation in setting standards for and testing functionality
and use of the product
. Market Plan for future of product including capacity requirements
. Advance notice of promotional activity (planned increase in
traffic)
. Assignment of administrative and maintenance staff to the product
. E-mail address and any group distribution for Feedback (support
addresses)
. Sign off of acceptance criteria and that Air Outlet Center Site is
behaving as expected
Phase II
. GT will increase capacity to handle a virtually unlimited number of
contracts/city pairs by the end of 1999
. GT will be able to handle the display of airfares along with each
market by the end of 1999
. As GT makes enhancements to the product, Company will be afforded
the opportunity to take advantage of these enhancements
Key Development Items
Required for PHASE I
. Ability to handle the 5 day advance purchase requirement
Required for PHASE II
. Ability to handle contracts for additional city pairs
. Ability to display a fare range with each city pair or market
<PAGE>
ATTACHMENT F
AIRLINE TICKET FULFILLMENT
AND CAR AND HOTEL CONFIRMATIONS
1. Fulfillment. GT will provide all Ticketing and Fulfillment services in
accordance with DOT requirements to Company Clients using the Private Label
Site, including:
. Airline Tickets
. Car rental Booking confirmations
. Hotel Booking confirmations
2. Hours of Operation. GT will provide travel fulfillment services as defined
herein to Company Clients twenty-four hours a day, Monday through Friday.
GT will provide travel fulfillment services from 8:00 a.m. to 1:00 a.m. on
Saturday and Sunday Pacific Standard Time.
3. Airline Ticket Delivery. GT will Ticket all airline Bookings made by
Company Clients on the Private Label Site. Unless the scheduled Booking
requires paper Tickets, GT will send an email electronic confirmation ('E-
Ticket") where permissible to the email address that the Company Client
indicates in his/her profile on the Private Label Site. In the event paper
Tickets are required at GT's discretion, GT will send paper Tickets by
regular U.S. mail to the address that the Company Client indicates on the
Private Label Site. In the event a Company Client requires or requests
faster delivery of airline Tickets, GT will send such Tickets by Federal
Express or an overnight carrier to the address that the Company Client
indicates on the Private Label Site and to charge such Company Client for
such services. Any charges for delivery will be recorded and billed
directly to the Company Client.
4. Car and Hotel Confirmation Delivery. GT will send confirmations for car
rental and/or hotel Bookings with the accompanying airline Tickets as
stated above. Unless the scheduled Booking requires faster delivery, GT
will send confirmations for car or hotel Bookings to the email address that
the Company Client indicates on the Private Label Site or, at GT's sole
discretion, by regular U.S. mail. In the event a Company Client requires
confirmation of a car and/or hotel Booking be delivered in hard copy, GT
agrees to send such Booking confirmation by Federal Express or an overnight
carrier to the address that the Company Client indicates on the Private
Label Site and to charge such Company Client for such services. Any other
charges for delivery will be recorded and billed on a regular basis.
5. Reports. As stated in Section 5.2
<PAGE>
ATTACHMENT G
GT PROPOSAL
Product Description:
Northwest Airlines would like to provide a non-Northwest Airlines branded travel
reservation site that will allow for the distribution of low price, promotional
fares. These low fares will be managed through the SecuRate program available in
the Worldspan CRS. Fulfillment of these reservations could be done either
through Northwest airlines or through a third party provider. This has yet to be
determined. The default will be to E-Ticket and tickets will either be purchased
immediately or held for twenty-four hours.
Questions:
1. Create a U.S. point of sale booking product using the Worldspan CRS
ITN currently provides point of sale products on all major CRS systems;
Worldspan, Apollo/Galileo, Sabre and Amadeus. As well, ITN has the capability to
provide this point of sale product in a service bureau fashion, ensuring that
Northwest Airlines benefits from all large scale operational issues such as
capacity planning, redundancy, security, etc.
2. Customer registration may be required
ITN can provide a system that either requires registration, or allows guest
access based on Northwest Airlines requirements. This functionality is available
today. Guest access allows a site visitor to actually complete the reservation
without actually having completed a profile. However, the user is required to
provide some mandatory data necessary for the completion of a PNR.
3. Customer selects origin, destination, date(s) of travel, time(s) of day,
number of passengers and passenger type (adult, senior, child, infant)
Today, the ITN booking interface prompts a user to input the following
information on the flight availability request page: Origin, destination, date,
time as well as multiple sorting options. Although these options may not be
necessary based on the nature of this site, they include sorting criteria such
as:
Price, time, fewest number of connections, most miles, etc.
4. The product will price itineraries using Worldspan's SecuRate product.
Pricing entries include appending an SR designation.
The SecuRate pricing functionality is be utilized today by ITN in the corporate
environment. This is fully functional today. If ITN is to provide reservation
services to Northwest over a non proprietary Worldspan circuit, ITN would first
need to emulate a given pseudo city code then add the SR designation.
5. Only NW and NW airlink flights will be returned.
ITN will provide Northwest with a configurable site containing all biasing
capabilities. Northwest Airlines and Northwest airlink carriers will be the only
vendors allowed. Should there be no available NW or NW airlink flights in a
given market, there will be no flight availability provided.
6. E-Ticket required where available
E-Ticket is the current default in the ITN system today. However, this is
completely configurable by Northwest Airlines
<PAGE>
7. Reserve and 24-hour hold options available
This feature is currently not available and would need to be developed and
released at a subsequent phase. ITN has, however, already completed both the
functional abstract and the technical specification to complete this work and
feel that it could be implemented in a relatively short timeframe.
8. If 24-hour hold is chosen, customer should have the ability to return to
the Internet to purchase.
N/A
9. Credit card validation must be done whether purchasing or placing on 24-
hour hold
ITN provides a basic mod 10 credit card number validation check. This
essentially matches the number sequence against the type of card. This does not
validate that the card is valid from either from a credit limit standpoint or
legal standing (lost or stolen) standpoint. However, the actual card validation
and approval process occurs at time of purchase. This function is provided
through the CRS.
10. Ticketing and fulfillment could either be done directly through ITN or we
may require that ITN queue the reservation to NW for fulfillment (TBD)
ITN is capable today of either providing the fulfillment services for Northwest,
or queuing the reservation to NW for direct fulfillment. Upon request, ITN can
provide a proposal for the fulfillment of these tickets. Our fulfillment center,
located in Palo Alto, California is currently providing fulfillment for
approximately sixty independent organizations.
11. If NW provides the fulfillment, the PNR must be formatted according to NW's
specifications
ITN has developed a tool referred to as the PNR Editor. The PNR Editor allows an
organization to build a PNR to exacting standards, maintaining all mandatory and
optional edits to the PNR thus maintaining the integrity of the data contained
therein.
The PNR is also compatible with mid-office products such as an automated quality
control system. For example, fare, seat and upgrade checking can all be built in
the PNR Editor so that when the QC system picks up the record, the interface is
streamlined and seamless.
12. Provide option to allow purchaser to be different that passenger
This functionality is available today. Either through the Travel Arranger
functionality, where an individual actually designates another to be the
authorized user and booker, or through secondary profiles. Secondary profiles
allow one user to build, maintain and manage profiles and travel for multiple
individuals. For example, a user might create a primary profile for themselves,
while building secondary profiles for their spouse and children.
13. Collect customer and billing information including first name, middle
initial, last name, phone number, email address, billing address, passenger
name (if different than purchaser) mailing address (if different than
billing).
These fields are all available in the standard ITN product. This information can
either be stored in the profile and moved into the record at the time of
booking, or it can be gathered at the time of booking. Information can be
streamed to Northwest on a regular basis using a mutually acceptable method of
data transfer.
<PAGE>
14. Customer preferences should be available including: meal selection, sat
selection, frequent traveler program (NW and partners only) and frequent
traveler number
This functionality is all currently available. This information can either be
stored in the profile and moved into the record at the time of booking, or it
can be gathered at the time of booking. Somewhat generic seat preferences can be
stored in the profile, however, ITN provides seat selection capabilities through
a fully interactive seat map program. If this program is not used, a generic
request will be made based on default preference stored in the profile.
15. Quick booking feature would be nice to have. This means, NW could pass
through origin, destination, dates of travel, times of day, number of
passengers, through a URL and ITN would return the availability display
(similar to Roundtrip Fare Finder product on nwa.com)
This functionality is currently available. It does require that Northwest
provide the data to ITN in ITN acceptable formatting. Details of the URL data
formats can be provided at a later date.
<PAGE>
Additional Features of the ITN Consolidator Site
. Accesses of a single GDS (i.e. Apollo, Galileo, Worldspan or Sabre)
. Online help section
. Reservations are queued, as well as e-mailed
. User feedback form
. Full year online interactive calendar
. Optional SSL Encryption
. Agency Information control
. Online payment
. Airport/city name auto-misspell detection
. Password protected User Profiles with private user database, stored
contact, air, car and hotel preference, frequent flyer numbers
. Password protected Administration area
. Site Security Control
. Access, performance and Booking statistics updated daily
. PNR Documentation control
. Low Fare Search, dependant on GDS
. Car and Hotel Corporate Discount Codes if Applicable
. Special Ticketing/Travel Instructions
. Multiple Availability Sorting Options
. Interface Customization Editor
. Fully Programmatic PNR Construction
. Seat Maps
. Travel Arranger
. Trip Templates
. Ability to change a PNR
<PAGE>
FEES AND PAYMENT
<TABLE>
<S> <C>
ITN Consolidator Site
Design and Set-Up Fee $ 25,000.00
Monthly Access Fee $ 1,500.00
Fee per Booking $ 4.00
PNR Changes $ [*] per change/
$ [*] cap per Booking fee
</TABLE>
iii.1 Fees for Optional Services
<TABLE>
<S> <C>
Hotel Mapping & Driving Directions (annual fee) $ 2,500.00
** Hotel Mapping & Driving Directions annual fee waived by ITN.
Programming Hourly Fee $ [*]
HTML Coding Hourly Fee $ [*]
Graphic Design Hourly Fee $ [*]
Special Consulting Hourly Fee $ [*]
Hotel Database Load (post-implementation) $ 1,500.00
Air Contract Load (post-implementation) 400.00 per contract
</TABLE>
Prices apply per pseudo city unless otherwise specified. For all Engineering
Fees, estimates will be provided and work will not be initiated without a signed
authorization from Company accepting the estimate. All fees for optional
services are subject to change at any time without prior notice to Company.
(i) Delivery Schedule
<TABLE>
<S> <C>
Delivery of Completed Consolidator Site................. 4 to 6 weeks from the definitive signing of
the agreement and receipt of all content as
described below and labeled Company Content
</TABLE>
(ii) Company Content
. Company logo or unique graphic and/or descriptive nomenclature to be provided
by Company in standard electronic format according to specifications provided
by ITN;
. Licensee's corporate travel policy information; negotiated airfares; car
rental rates; preferred hotel properties, rates, and descriptive information
to be used in the biasing of the user interface's display of information to
be provided by Company in standard electronic format according to
specifications provided by ITN;
. Designation of travel agency service provider(s) for the transmission of
Booking information via designed GDS electronic queues or e-mail;
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.
<PAGE>
ATTACHMENT H
TECHNICAL / CUSTOMER SUPPORT
1. Technical/Customer Support. GT agrees to provide first level technical
and customer support to end-users of the Private Label Site(s) as
further described below. GT will use best commercial efforts to make
this support available 24 hours a day, seven days a week, 365 days a
year, by a unique Company telephone number and electronic mail. In
addition, GT agrees to use commercially reasonable efforts to ensure
that support phone calls will not exceed a hold time of more than two
(2) minutes and GT will respond to electronic mail within twenty-four
(24) hours of receipt of such electronic mail.
. Provide a unique local number that Company's toll free 800 number
dedicated to Technical / Customer Telephone Support will be
directed toward.
. Provide a unique Company email address dedicated to Technical /
Customer Email Support
. Provide technical and end-user support on network connection,
firewall and server issues based upon information from Company
regarding network operations.
. Troubleshoot world wide web connection problems
. Provide basic customer training/navigation assistance
. Assist with registration, password and user profile issues
. Provide technical and user support on air, car and hotel bookings
. Provide voicemail and electronic mail support for customer
inquiries
. Logging of calls, electronic mails and voicemail inquiries
. Escalation of critical issues internally within GT
. Reference calls that are travel agency related to Company's
designate corporate agency
. Provide ongoing updates to the Company account manager regarding
outstanding issues
. Ongoing testing of the Private Label Site(s)
2 Reports. GT will use reasonable commercial efforts to provide the
following reports to Company within seven (7) days of each month end,
listing the statistics for that month:
Telephone Support
-----------------
Number of telephone calls answered through the unique Company
support line
Call Length (Total minutes and average call length)
Summary regarding type of inquiry (e.g. password; basic
navigation; FOP, CRS Profile, and other miscellaneous error
messages; attempts to change reservations on weekends)
Summary of proposed resolution
Email Support
-------------
Number of electronic mails received
Summary regarding type of inquiry (e.g. password; basic
navigation; FOP, CRS Profile, and other miscellaneous error
messages; attempts to change reservations on weekends)
Summary of proposed resolution
The format of these reports may be revised from time to time to include
additional or different information, as mutually agreed upon by Company and GT
<PAGE>
EXHIBIT 10.38
GETTHERE.COM
GT SERVICES AGREEMENT
This Agreement is made as of October 13, 1999 ("Effective Date") between
GetThere.com, a California corporation with its principal place of business at
4045 Campbell Avenue, Menlo Park, CA 94025 ("GT") and America West Airlines,
Inc., a Delaware corporation with its principal place of business at 4000 E. Sky
Harbor Boulevard, Phoenix, AZ 85034 ("Company").
Background
GT develops and markets travel-related technology and services for use in
connection with the World Wide Web. The GT Reservation System permits customers
to access real-time ARS and CRS inventory and make travel reservations via the
World Wide Web. Company wishes GT to provide online airline ticket reservation
and ticketing services, and other ancillary reservation and ticketing services,
through access to the GT Reservation System via screens displaying its logos and
other Company-specific information.
GT and COMPANY agree as follows:
1. Certain Definitions.
1.1 "ARS" means the EDS Shares Airline Reservations System.
1.2 "Booking" means the creation of a PNR within the database of the
applicable CRS or ARS and all changes and cancellations relating to such PNR.
1.3 "Company Client" means a customer of Company's that utilizes the
Private Label Site.
1.4 "Content" means the Company specific content as set forth in
Attachment A ("Company Content") delivered by Company to GT for use in the
Private Label Site.
1.5 "CRS" means a computer reservation system other than ARS implemented
or accessed by the GT Reservation System to process ticket reservation and
purchasing.
1.6 "Data Center" means the GT facilities where the servers and equipment
necessary to host, operate, manage and maintain the Private Label Site and the
GT Reservation System are located.
1.7 "GT Reservation System" means GT's proprietary booking engine that
provides access to ARS or to another CRS in order to make travel reservations
via the World Wide Web.
1.8 "PNR" means a single passenger name record (which can include multiple
names and segments) containing sufficient information to process a travel
reservation.
1.9 "Private Label Site" means a set of World Wide Web pages through which
a Company Client may access the GT Reservation System via screens displaying the
Content.
2. Content and License Rights.
2.1 GT License. GT grants to Company a world-wide, non-exclusive, non-
transferable, non-sublicensable, royalty-free license during the term of this
Agreement to access, and to permit its employees, contractors, and Company
Clients to access and use the Private Label Site and the GT Reservation System.
Company acknowledges GT's proprietary rights set forth in Section 11.1.
[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.
1.
<PAGE>
2.2 Company License. Company will provide GT with the Content for the
Private Label Site as further described in the SOW (as defined below). Company
grants to GT a world-wide, non-exclusive, royalty-free license during the term
of this Agreement to reproduce, electronically distribute and publicly display
the Content delivered to GT by Company only on the Private Label Site in
accordance with Company's instructions. GT acknowledges that Company owns all
right, title and interest in and to the Content.
3. Implementation and Further Updates to Functionality and Performance.
3.1 Assistance and Coordination. Company will (i) cause EDS to install a
physical connection from ARS to the Data Center and provide information with
respect thereto reasonably necessary to enable GT to use the connection; (ii)
facilitate GT's access to ARS and reasonably available personnel who can assist
GT in understanding ARS so that GT can develop the code required to communicate
with ARS, (iii) perhaps install dedicated lease lines if required between
Company and the Data Center for updating Frequent Flyer information as set forth
in the SOW, and (iv) provide such other items and assistance as may be
reasonably necessary to enable GT to implement the Private Label Site, as
expressly set forth in the SOW (as defined in Section 3.2 below). If after no
less than twenty one (21) days after the anticipated installation date discussed
in Section 3.2, such physical connection is not installed, or if GT is unable to
obtain the specified assistance from Company for a period of twenty-one (21)
consecutive days, and GT has used its diligent, good faith efforts to have such
connection or lines installed or obtain such access or assistance, and GT has
kept Company continuously informed regarding its inability to do so, GT will
have the right to terminate this Agreement without penalty and with no cause of
action against Company. In the event of any such termination, GT shall refund to
Company 75%, 50%, or 25% of the License Fee paid by Company if the
termination occurs in the first, second, or third month respectively during the
term of this Agreement.
3.2 Implementation. GT will implement the Private Label Site no later than
February 15, 2000 ("Delivery Date"), in accordance in all material respects with
the specifications set forth in the Statement of Work ("SOW") contained in
Attachment B hereto. The Delivery Date shall be extended one day for each day
after November 1, 1999 that the ARS physical connection referred to in Section
3.1 is not installed and shall otherwise be extended to account for delays
resulting from Company's failure to obtain the access or assistance referred to
in Section 3.1, or, upon mutual written agreement, to account for other delays
in the implementation process and changes in the SOW agreed to by the parties.
Implementation is understood to mean GT's providing Company what GT reasonably
and in good faith believes to be a fully functional version of the Private Label
Site that operates in accordance in all material respects with the
specifications in the SOW and that is ready to be acceptance tested as set forth
in Section 3.3 below. Company approval of such tests (and in turn acceptance)
shall not be unreasonably withheld.
3.3 Acceptance. Acceptance of the Private Label Site will be deemed to
have occurred at the end of fifteen (15) days after the Delivery Date, unless
prior thereto notice of rejection is communicated by Company to GT in writing.
Company may reject the Private Label Site only if it fails in some material
respect to meet the specifications in the SOW. If Company properly rejects the
Private Label Site, GT will correct or remedy such nonconformance as soon as
reasonably possible but in no event in more than thirty days (30) days after
receipt of notice of rejection. When it has made the necessary corrections, GT
will again deliver the Private Label Site to Company and the
acceptance/rejection/correction provisions above shall be reapplied until the
Private Label Site is accepted or the other remedies are selected, as set forth
below; provided that, as Company's sole remedy for GT's breach of Section 3.2 or
3.3 Company may, after the second or any subsequent rejection under this Section
3.3, either (i) with GT's agreement, have the GT Reservation System implemented
with another CRS-based system of GT's choice, until such time as GT can
implement the GT Reservation System with ARS; (ii) extend the time frame for
acceptance of the GT Reservation System with ARS; or (iii) terminate this
Agreement and receive a full refund of all amounts paid, with no further payment
obligations thereafter to GT. If Company chooses the alternative described in
clause (i), GT will reimburse Company for the difference, if any, between the
transaction fees charged to Company's by the CRS based system and the
transaction fees that would have been charged to Company if it had used ARS. The
Cut-Over Date shall be the date Company releases the Private Label Site to
Company Clients to perform live Bookings or the date mutually agreed upon by the
parties but shall occur as soon as possible following the date that the Private
Label Site is accepted as provided above. Failure by Company to object or notify
prior to acceptance will not limit GT's obligations to correct material non-
conforming conditions later discovered pursuant
2.
<PAGE>
to this Agreement. The acceptance processes set forth within this Section 3.3
will also govern the acceptance procedure for implementation of special features
set forth in Section 8.3. Notwithstanding anything to the contrary in this
Section 3.3, GT shall not be deemed to be in breach of Sections 3.2 or 3.3 if
its failure to perform any obligation provided for herein or therein is a result
of Company's failure to cause EDS to install the ARS physical connection as
required under Section 3.1, or to perform any of its other obligations under
Sections 3.1, 3.2 or 3.3, in any material respect or of any matter beyond GT's
reasonable control as specified in Section 13.1.
3.4 Operation. GT will operate the Private Label Site from and after the
Cut-Over Date in all material respects in accordance with the operational
specifications contained in the SOW and the system availability requirements set
forth in Attachment D.
3.5 Further Development Obligations. After acceptance of the Private Label
Site, GT shall have no obligation to perform further development or
customization work except as set forth in this Section 3, Section 10, or as may
be required pursuant to Attachment D. Any modifications or updates to the
Private Label Site will be made at the Optional Services Fees set forth in
Exhibit C, subject to this Section 3, Section 10 and Company's right to receive
such modifications or updates free of charge as set forth in this Agreement. GT
acknowledges and agrees that it is obligated to provide such development or
customization work in accordance with and subject to the procedures set forth in
this Section 3 up to 1,000 hours of development time per contract year, as
provided in Attachment C.
3.6 Upgrades. GT agrees to offer and provide to Company any updates and
upgrades to the GT Reservation System and related upgrades to the Private Label
Site that GT creates, licenses or acquires and makes available generally to its
comparable customers using comparable GT products and services. All such updates
and upgrades shall be free of charge unless GT makes such updates or upgrades
generally available to comparable GT customers using comparable GT products and
services only at an additional price. GT agrees to make any such update or
upgrade for which it charges additional prices available to Company at a price
no greater than the amount Company would pay if it had commissioned such update
or upgrade as a separate development project under this Agreement. If
implementation of such updates or upgrades can be made on Company's behalf only
following special configuration work by GT because of customized configurations
previously adopted by Company, the parties shall agree upon appropriate Optional
Service Fees pursuant to the procedure set forth in Section 3.7 and in
Attachment C. The provision of any such implementation work by GT may be counted
as part of the one thousand (1,000) hours of services to be provided by GT at no
charge if Company so elects.
3.7 Project Management and Change Methodology. The parties will use the
following project management methodology in developing any software under this
Section 3 specifically for the purpose of operating the Private Label Site,
either for any changes to the specifications for the initial implementation in
the SOW or for any additional projects following the Cut Over Date: (i) project
definition - Company will supply a written description of the proposed project
or change order and its purpose; (ii) Requirements document - to be developed by
Company either alone or with GT personnel; (iii) Cost analysis - within fifteen
(15) days following receipt of the project definition document and the
requirements document (if different), GT will use its reasonable commercial
efforts to provide Company a detailed written list of all projected project
fees, costs and expenses, together with an initial description of the necessary
engineering specifications and development schedule to achieve the project or to
enact the change order; (iv) Company may then elect to proceed with the project
for the price, specifications and schedule agreed upon by the parties; (v) GT
will include any such project or projects in its regular releases and in two
additional releases each year ; (vi) upon completion of a project (excluding
changes to the initial implementation, which is addressed in Sections 3.2 and
3.3 above), the parties shall conduct acceptance testing and verification for
the project in accordance with the written specifications agreed upon by the
parties or in accordance with the procedures of Section 3.3 above; (vii) only
upon acceptance pursuant to Section 3 will GT implement the results of the
project in the Private Label Site; and (viii) Post Mortem - the parties will
meet to discuss issues and improvements that may be designed into development
process for future projects. Nothing in this Section 3.7 will be deemed to
require GT to accept or undertake any project or development effort that it is
not required to accept or undertake by another provision of this Agreement.
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3.8 New Functionality. GT will obtain Company's approval, which will not
be unreasonably withheld, before it integrates any new functionality into the GT
Reservation System or the Private Label Site. GT will provide Company access to
one or more test servers for the purpose of understanding and testing such
functionality. Notwithstanding the foregoing, GT reserves the right to integrate
any new functionality, modifications or reliability or performance improvements
into its basic application without prior approval of Company, so long as such
modifications do not adversely affect Company's or Company's Clients' use of the
GT Reservations System or the Private Label Site.
3.9 Content Uploads. GT will provide Company with 24X7 access to the
Private Label Site in order to enable Company to modify the Content of the
Private Label Site as Company chooses. Company will be solely responsible for
the Content it uploads or modifies. GT will provide password security that will
enable Company to designate individuals who are allowed to update content. GT
shall not modify the Content or remove or upload Content from or to the Private
Label Site without the prior written consent of Company.
3.10 Time of Essence. Each party acknowledges that time is of the essence
in performance of its obligations hereunder.
3.11 Pooling Development Efforts. GT will invite Company to participate in
user groups that GT may create or facilitate among GT's online reservations
customers. GT may facilitate and undertake joint development efforts by similar
users where the users agree to share the costs and fees for such joint
development efforts. Company may, for a premium price and other terms and
conditions to be determined on a project-by-project basis, require that any
development project funded solely by Company remain licensed or implemented
solely for Company. In the event that another GT customer in the same industry
designates a project for its sole use, Company has the right to initiate a
development project for the same or equivalent functionality or performance as
that implemented for or licensed to the other GT customer on terms and
conditions agreeable to the parties and for the fees set forth in Attachment C.
Company acknowledges that any such development effort would involve code
independently developed by GT, that GT would not use any intellectual or other
proprietary rights owned by or licensed exclusively to such other customer, and
that the project would likely be conducted and priced as if GT had not
previously undertaken such work.
3.12 Advertising. Subject to this Section 3.12 and the SOW, GT shall have
the sole and exclusive right to procure and display third party advertising on
the Private Label Site for eighty-five percent 85% of the page views throughout
the Site (the "Exclusivity") during the first two years of the Agreement
beginning on the Cut-Over Date, and thereafter until such right is terminated as
provided below. Company shall provide space on each page of the Site at the
location and in the dimensions provided in the SOW, and GT shall have the right
to display such advertising in the format specified in the SOW. The revenue from
all such advertising shall be shared as provided in Attachment C. GT's
Exclusivity shall terminate six (6) months after it receives written notice from
Company (such termination not to be effective before the end of the second full
year of the Agreement after the Cut-Over Date) that Company has decided not to
have any advertising displayed on the Site or has decided that it will procure
and display all advertising on the Site using its own internal resources and not
through a third party ("Termination Notice"). GT's Exclusivity shall also
terminate thirty (30) days after it receives written notice from Company (such
termination not to be effective before the end of the second full year of the
Agreement after the Cut-Over Date) that Company intends to accept a bona fide
offer from another party to enter into an agreement with such party pursuant to
which the party would have the sole and exclusive right to procure and display
third party advertising on the Site for at least eighty-five percent 85% of the
page views throughout the Site ("Third Party Offer Notice"), unless GT notifies
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Company in writing that it agrees to the revenue sharing and other material
terms and conditions of the proposed agreement. If it does so agree, it's
Exclusivity shall continue until it is terminated as provided above or until it
receives another Third Party Offer Notice (which will not be given before the
end of six months from the date of the most recent prior Third Party Notice), in
which event the same rights and procedures specified above shall apply. Any
Third Party Offer Notice by Company shall include the advertising revenue
sharing and other material terms and conditions of the proposed agreement with
the third party. Company can reject any such advertising that it reasonably and
in good faith deems to be inappropriate, and GT agrees not to display any
advertisements for airline competitors of Company.
4. Access.
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4.1 URL's. Company will assign one or more Universal Resource Locators
(URL) for the Private Label Site, which GT will promptly implement.
4.2 Access Equipment. Except as otherwise provided in this Section 4.2 or
in Section 10.5 or Section 13.1 (regarding matters beyond its reasonable
control), GT is responsible for all equipment, servers, software and
communications within its Data Centers. GT is not responsible for (i) the ARS
(except for the interface of the ARS to the GT Reservation System and the
physical connection within the Data Centers to the ARS); (ii) the transmission
to the Data Center of the Content (except for the physical connection within the
Data Centers to the leased lines transmitting the Content); (iii) Company's or
Company Client's access to ARS, the Content or any other data supplied by
Company or to the Internet; or (iv) any equipment needed by Company or Company
Clients to access the Internet. In the event access to the Private Label Site
requires additional communications connections to GT, the Content or other data
ARS or the Internet, Company shall be responsible for the reasonable costs
associated with such connections, as set forth in Attachment C. To the extent
that provisioning of such access results in GT incurring additional time, cost,
or expense, GT and Company will agree upon fees due for such implementation.
5. Reports.
5.1 Database Reports. GT shall provide Company written reports in
electronic form no less frequently than once every day detailing PNR
information.
5.2 Performance Reports. GT shall provide Company written reports in
electronic form no less frequently than once every month detailing the
performance of the Private Label Site and the GT Reservation System during the
last review cycle. Such report shall include summaries of all Company customer
support requests and their resolution, all system down time, both scheduled and
unscheduled, any errors or non-conformities reported or discovered in the
Private Label Site or the GT Reservation System, any latency, bandwidth,
equipment, communication or other problems, a status report on all Company
current development projects, and such other performance characteristics and
measurements as the parties may agree to from time to time.
6. Technical Support. GT shall provide Company with the technical support for
the Private Label Site as set forth in Attachment D.
7. Bookings. GT will queue to Company a live PNR via ARS for each Booking made
through the Private Label Site that will serve as confirmation to Company of
each Booking made through the Private Label Site and will keep records of such
Bookings.
8. Payments.
8.1 Fees. During the initial and any renewal term of this Agreement
Company shall pay GT the Fees set forth in Attachment C. If the Agreement is
renewed, GT may increase the Private Label Site Management Fees ("License Fees")
for any year in any renewal term by not more than five (5)% over the License
Fees in effect during the preceding year.
8.2 Server and Communications Costs. Company shall pay the Server and
Communications Costs as calculated in Attachment C.
8.3 Optional Services Fees. If GT provides any special features in
accordance with the procedures set forth in Section 3.7, Company shall pay the
associated Optional Services Fees set forth in Attachment C. 1,000 hours of such
services for each year of the term of the Agreement shall be provided as
specified in Attachment C at no charge. GT will invoice Company every thirty
(30) days for Optional Service Fees incurred or based upon project milestone
attainment, as mutually agreed by the parties for each project.
8.4 Payment. Except as otherwise stated herein, all payments due GT
hereunder shall be made within thirty (30) days of the date of GT's invoice.
Company shall pay GT for all sales, use and other taxes and similar charges
based on or arising from this Agreement or its performance, other than taxes
based on GT's net income, that GT invoices Company. Any such taxes will be
listed separately on each invoice. Late payments for any amounts
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due hereunder will bear interest at one and a half percent (1.5%) per month or
the maximum rate permitted by law, whichever is less.
8.5 Commissions and Advertising Revenue. Hotel and Car Commissions and
advertising revenue due to Company, as set forth in Attachment C, shall be paid
by GT on a quarterly basis. Revenue owed by GT may be paid or applied as a
credit to Company monthly invoices, as elected by Company.
8.6 Expenses. In addition to the Optional Services Fees set forth in
Attachment C, Company shall reimburse GT for reasonable expenses incurred for
meals, lodging, and travel (air coach rates) previously authorized in writing by
Company and incurred as a result of implementation of special features required
by Company outside of the Palo Alto, California area. GT shall invoice Company
for these expenses and Company shall pay GT within thirty (30) days of the date
of GT's invoice.
8.7 Air Travel. GT will notify Company before making any air travel
arrangements involving services to be performed under or other matters relating
to this Agreement. Company will attempt to book any such travel on Company
aircraft. If Company cannot do so, it will authorize GT to book travel on
another carrier.
8.8 Disputed Amounts. If Company in good faith disputes any portion of a
GT invoice, Company will timely pay GT all undisputed amounts. Within thirty
(30) days of invoice date for an invoice on which a disputed amount appears,
Company will: (i) notify GT in writing of the specific items in dispute; (ii)
will describe in detail Company's reason for disputing each such item; and (iii)
in the event that the disputed amount (or the aggregate of amounts previously
disputed by Company) exceeds fifty thousand dollars ($50,000), will deposit such
disputed amount into an escrow account. Within fifteen (15) days of GT's receipt
of such notice, the parties will negotiate in good faith to reach settlement on
any items that are the subject of such dispute. If Company does not notify GT of
any items in dispute within such thirty (30) day period, Company will be deemed
to have approved and accepted such invoice, except to the extent that an audit
as described in Section 9.1 reveals inaccuracies in any invoice not reasonably
discernible through commercially reasonable scrutiny in the course of Company's
payment processing system.
9. Audit Rights.
9.1 Record Keeping; Audit Rights. GT agrees that it will maintain its
books and records relating to the fees and other costs and expenses paid by
Company under this Agreement for not less than five (5) years after they have
been paid, and will, upon reasonable cause and notice, permit such books and
records to be examined, at Company's expense, by an independent certified public
accountant retained by Company reasonably acceptable to GT solely for the
purpose of confirming the accuracy of such Fees, costs and expenses. As a
condition to such examination, the independent public accountant will execute a
written agreement, reasonably satisfactory in form and substance to GT, to
maintain in confidence all information obtained during the course of the
examination except for disclosure to Company and GT as necessary for the above
purpose and will only conduct such examination during regular business hours. If
errors of five percent (5%) or more are discovered as a result of such
examination, GT shall reimburse Company for the expense of such examination and
pay the difference immediately.
9.2 Technical Audits.
(a) Employees of Company and its auditors who are from time to time
designated by Company and who agree in writing to the security and
confidentiality obligations and procedures reasonably required by GT shall be
provided with reasonable access to any facility at which services are being
performed to enable them to audit GT's performance of services and other matters
relevant to this Agreement, including (i) verifying the accuracy of GT's charges
to Company and (ii) verifying that services are being provided in accordance
with this Agreement, including any applicable performance criteria, standards
and milestones.
(b) Such audits may be conducted once every year during normal business
hours; provided, however, that the parties may agree to more frequent audits as
deemed reasonably necessary. Company will provide GT with reasonable prior
written notice of an audit. GT will cooperate in the audit, will make the
information reasonably required to conduct the audit available on a timely basis
and will assist the designated employees of
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Company or its auditors as reasonably necessary. All information learned or
exchanged in connection with the conduct of an audit, as well as the results of
any audit, is confidential and will be subject to Section 14.
(c) Following an audit, Company will conduct an exit conference with GT to
discuss issues identified in the audit that person to GT, and Company will give
GT a copy of any portion of the audit report pertaining to GT. The parties will
review each GT audit issue and will mutually agree: (i) what, if any, actions
will be taken in response to such audit issues, when and by whom and (ii) which
Party will be responsible for the cost of taking the actions necessary to
resolve such issues. Any such determination will be based on the following
criteria: (A) who caused the original deficiency; (B) who has contractual
responsibility for the improvement of internal controls; and (C) who set the
standards against which the audit is conducted. GT will not be responsible for
the cost of an audit, unless otherwise agreed to in writing by the parties.
10. Warranties And Disclaimers.
10.1 Title Warranty; Authorization. Each of GT and Company warrants to the
other that it has the right to enter into this Agreement and perform its
obligations hereunder. Without limiting the generality of foregoing, Company
warrants to GT that it now has and/or will have the right to provide GT with all
Content to be provided with respect to this Agreement. In addition, and without
limiting the first sentence above, GT represents and warrants that it has all
necessary right, title and interest to undertake the activities and perform the
services required of it under this Agreement.
10.2 Performance Warranty. GT warrants that the GT Reservation System and
the Private Label Site will function and perform in all material respects in
accordance with the specifications contained in the SOW, as the SOW may be
amended and updated by mutual agreement of the parties. If Company notifies GT
of a breach of the foregoing warranty, or if GT otherwise becomes aware of a
breach of the foregoing warranty, GT shall implement the problem investigation
and correction procedures specified in Attachment D at no cost to Company.
10.3 Year 2000 Warranty. GT warrants that the GT Reservations System will
(a) manage and manipulate date data involving all dates (including leap years)
from the 20th and 21st centuries without functional or data abnormality related
to such dates; (b) manage and manipulate date data involving all dates
(including leap years) from the 20th and 21st centuries without inaccurate
results related to such dates; and (c) have user interfaces and date data fields
formatted (or inferred) to distinguish between dates (including leap years) from
the 20th and 21st centuries. No representation or warranty, however, is made
with respect to any third party technology, other than as incorporated or used
in the Data Centers, being used in combination with the GT Reservation System,
including without limitation, third party software, services, telecommunications
or technology, and this warranty is subject to the condition that any such third
party technology outside the Data Centers will properly and correctly exchange
data with the GT Reservation System and will be year 2000 compliant. To the
extent there is a breach of this Section 10.3 GT shall implement the problem
investigation and correction procedures specified in Attachment D at no cost to
Company.
10.4 Harmful Code. GT represents and warrants to Company that, as of the
Delivery Date, to the best of its knowledge, software utilized by GT in
providing the service does not contain computer instructions, circuitry or other
technological means whose purpose is to disrupt, damage or interfere with any
use of either party's computer and communications facilities or equipment
("Harmful Code") and it has used commercially reasonable efforts to prevent the
introduction of such "Harmful Code" to the services prior to delivery to or use
by Company. For the purposes of this warranty, Harmful Code shall include,
without limitation, any code containing viruses, Trojan horses, worms, or like
destructive code or code that self-replicates. To the extent there is a breach
of this Section 10.4 GT shall implement the problem investigation and correction
procedures specified in Attachment D at no cost to Company.
10.5 Exemptions. Company acknowledges and agrees that GT shall not be
responsible for Private Label Site or GT Reservation System unavailability due
to (i) outages caused by the failure of public telecommunications network or
(ii) errors in coding in, or any other aspect of, HTML or the electronic files
containing ARS or Content supplied by Company, (iii) unauthorized use or misuse
by users of the Private Label Site unless such misuse is foreseeable or common;
or (iv) EDS's failure to provide access to the ARS or the physical
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connectivity from ARS to the Data Center. During the term of this Agreement,
every quarter, Company shall provide GT with a six (6) month rolling forecast of
the total transaction volumes on the Private Label Site ("Forecast"). If the
actual transaction volume is twenty percent (20%) greater than the Forecast,
then GT shall not be responsible for failure to meet the availability
requirements specified in Section 2 of Attachment D; provided however, that GT
shall use its commercially reasonable efforts to meet such availability
requirements.
10.6 Disclaimer. EXCEPT AS PROVIDED ABOVE, ALL INFORMATION, TECHNOLOGY AND
SERVICES PROVIDED BY GT HEREUNDER ARE PROVIDED "AS IS" WITHOUT ANY
REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. WITHOUT LIMITING
THE GENERALITY OF THE FOREGOING, GT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT WITH
RESPECT TO SUCH INFORMATION, TECHNOLOGY AND SERVICES.
11. Proprietary Rights.
11.1 Ownership. Company acknowledges that, as between the parties, GT owns
all right, title, and interest in and to all components of the Private Label
Site (excluding the Content) and the GT Reservation System, and the interface to
ARS, now or hereafter existing, including all improvements and derivatives
thereof and modifications thereto. GT acknowledges that, as between the parties,
Company owns all right, title and interest in and to the Content now or
hereafter existing, including all improvements and derivatives thereof and
modifications thereto.
11.2 Use Restrictions. Except as otherwise specifically provided in this
Agreement, nothing in this Agreement shall give Company any right or license to
use, reproduce, display or distribute (electronically or otherwise) any
technology or intellectual property rights in the GT Reservation System. Except
as otherwise specifically provided in this Agreement, nothing in this Agreement
shall give GT any right or license of any kind to use the Content, any
trademarks, logos, service marks or trade marks of Company, or any data supplied
by a Company client or discoverable about a Company client by way of its use of
the Private Label Site.
11.3 "Powered by GT." GT reserves the right to display its copyright,
standard trademark graphic, the phrase "Powered by GT" and standard disclaimer
on the Private Label Site in a manner and format to be mutually agreed upon by
GT and Company.
11.4 Trademark License. Subject to the terms and conditions set forth in
the Agreement and solely for the purposes hereof, Company grants GT a non-
transferable, non-exclusive license, without right of sublicense, to place the
Company trademarks, trade names, service marks and logos ("Marks") on the
Private Label Site as directed by Company. In no event may GT alter or remove
any Marks unless such alteration or removal is approved in advance in writing by
Company. Except for the right to use the Marks as set forth in this Section
11.4, nothing contained in this Agreement shall be construed to grant GT any
right, title or interest in or to the Marks. GT acknowledges Company's exclusive
ownership of the Marks and the renown of such Marks worldwide. GT agrees not to
take any action inconsistent with such ownership and further agrees to take, at
Company's reasonable expense, any action which Company reasonably requests to
establish and preserve Company's exclusive rights in and to its Marks. GT shall
not adopt, use or attempt to register any trademarks or trade names that are
confusingly similar to the Marks or in such a way as to create combination marks
with the Marks. If, in Company's reasonable discretion, GT's use of the Marks
does not meet Company's then-current trademark usage policy, or the Private
Label Site and associated services are performing in a manner that Company
believes negatively affects the value of the Marks, GT will, at Company's
request, undertake the necessary remediation, as set forth in Sections 3 or 10
or as otherwise agreed by the parties.
11.5 GT Indemnity. Except as provided in Section 11.6, GT shall indemnify,
defend and hold Company harmless from and against any and all liabilities,
losses, damages, costs and expenses (including, without limitation, reasonable
attorneys' fees) incurred by Company on account of such third party's claim of
infringement or misappropriation resulting from Company's or Company Clients'
use of the GT Reservation System or the Private Label Site (excluding Content)
of any U.S. patent, copyright, trademark or trade secret or other proprietary
right; provided however that Company shall give GT prompt notice in writing of
such suit or proceeding, GT shall
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have complete control of the settlement and defense thereof, and Company shall
provide any information and assistance reasonably requested by GT (at GT's
expense). Notwithstanding the foregoing, GT shall not settle or compromise any
claim hereunder in a manner that does not unconditionally release Company from
liability or that adversely affects the provision of services hereunder without
first obtaining Company's prior written consent. The foregoing obligation does
not apply with respect to the GT Reservation System or portions or components
thereof or services (i) not supplied by GT (e.g. third party software, services,
telecommunications or technology); or (ii) that are combined with other
products, processes or materials not supplied by GT where the alleged
infringement relates to such combination. GT shall also not have any obligation
with respect to further damages arising from Company's continued use of
infringing intellectual property after GT has provided and implemented
modifications to the GT Reservation System or the Private Label Site, as
applicable, that do not continue to infringe upon or misappropriate the third
party's claimed rights and that meet in all material respects the requirements
of the SOW, as amended, and GT has notified Company in writing that the purpose
of the modification is to avoid further infringement or misappropriation. In the
event such a claim by a third party causes Company's quiet enjoyment and use of
the GT Reservation System to be seriously endangered or disrupted, or if either
party reasonably believes that such is likely, GT will, at its option, do one of
the following: (a) replace the GT Reservation System, without additional charge,
with a compatible, functionally equivalent and non-infringing system; (b) modify
the GT Reservation System to avoid the infringement; (c) obtain a license to
continue use of the GT Reservation System for the term of this Agreement and pay
any additional fees required for such a license; or (d) if none of the foregoing
alternatives are practical, indemnify Company as set forth above and terminate
this Agreement for convenience.
11.6 Company Indemnity. Company shall indemnify, defend and hold GT
harmless from and against any and all liabilities, losses, damages, costs and
expenses (including, without limitation, reasonable attorneys' fees) incurred by
GT on account of such third party's claim of infringement resulting from use or
display of the Content or from use of the ARS (excluding the interface developed
by GT hereunder) of any U.S. patent, trade secret trademark or copyright or
other proprietary right; provided however that GT shall give Company prompt
notice in writing of such suit or proceeding, Company shall have complete
control of the settlement and defense thereof, and GT shall provide any
information and assistance reasonably requested by Company (at Company's
expense). Notwithstanding the foregoing, Company shall not settle or compromise
any claim hereunder in a manner that does not unconditionally release GT from
liability without first obtaining GT's prior written consent. The foregoing
obligation does not apply with respect to Content (i) not supplied by Company;
or (ii) that is combined with other products, processes or materials not
supplied by Company where the alleged infringement relates to such combination.
12. Term and Termination of Agreement.
12.1 Term. Unless terminated earlier as provided herein, this Agreement
shall begin on the Effective Date and continue for an initial period of four (4)
years from the Cut Over Date. Thereafter, this Agreement shall automatically
renew for two (2) years unless either party gives notice of its intent not to
renew no later than one (1) year prior to the end of the initial term.
12.2 Termination for Cause. Either party may terminate this Agreement upon
ninety (90) days written notice in the event the other party breaches any
material term of this Agreement and such breach continues without cure for the
duration of the notice period.
12.3 Termination for Convenience. This Agreement may also be terminated by
either party without cause by giving one (1) year prior written notice to the
other party.
12.4 Survival. Sections 1, 4 (during the transition period described in
Section 12.5), 5 (during the transition period), 6 (during the transition
period), 7 (during the transition period), 8 (except that Sections 8.2 and 8.3
shall survive only during the transition period), 9.1, 9.2 (during the
transition period), 10, 11 (during the transition period), 12, 13, 14, 16, 18,
19 and 20 will survive any termination or expiration of this Agreement. Any
payment obligations that exist as of the termination or expiration of this
Agreement shall remain in effect.
12.5 Post-Termination Obligations. In the event of termination of this
Agreement, GT agrees to continue to operate the Private Label Site under the
terms and conditions of this Agreement, for a minimum of one
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(1) year from the date such termination is effective. GT will also work with
suppliers identified by Company and Company to structure a smooth changeover
from GT to any other supplier of services. Without limiting the foregoing, GT
will provide a secure one-time FTP feed of the Company's existing user database
in a comma-delimited form GT will assist in cutover from the Private Label Site
as requested, including establishing a pointer from its main site to the new
sites indicated by Company for a period of ninety (90) days following transition
from the Private Label Site. The obligations of GT under this Section 12.5 are
subject to the timely payment by Company of all accrued fees and expenses under
this Agreement, including, without limitation, the fees and expenses due GT
pursuant to this Section 12.5. Notwithstanding the foregoing, GT shall have no
obligations under this Section 12.6 if it has terminated this Agreement as a
result of Company's breach of its obligations to pay any Fees or other amounts
due under this Agreement unless Company pays GT in advance the fees and expenses
due GT pursuant to this Section 12.6.
13. Limitation of Liability.
13.1 Limitation of GT Liability. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT
OR OTHERWISE, AND EXCEPT FOR BODILY INJURY, GT SHALL NOT BE LIABLE OR OBLIGATED
WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR UNDER CONTRACT,
NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY
AMOUNTS IN EXCESS OF THE AGGREGATE LICENSE FEES PAID TO GT BY COMPANY FOR THE
PRIVATE LABEL SITE DURING THE NINE MONTHS PRIOR TO THE CAUSE OF ACTION, (II) FOR
ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES; (III) FOR LOST PROFITS; OR (IV) FOR ANY
MATTER BEYOND ITS REASONABLE CONTROL. FOR PURPOSES OF SECTION 3.3, ATTACHMENT D
AND THIS SECTION 13.1, THE EVENTS SPECIFIED IN SECTION THE SECOND SENTENCE OF
SECTION 4.2 AND IN SECTION 10.5 SHALL BE DEEMED, WITHOUT LIMITATION, TO BE
MATTERS BEYOND GT's REASONABLE CONTROL, AND FAILURES OF OR DEFECTS IN COMPUTERS
OR OTHER EQUIPMENT OR SOFTWARE USED TO OPERATE THE PRIVATE LABEL SITE MAINTAINED
BY GT, OR FOR GT BY ANY THIRD PARTY PURSUANT TO AN AGREEMENT BETWEEN GT AND SUCH
THIRD PARTY, SHALL NOT BE DEEMED TO BE MATTERS BEYOND GT's REASONABLE CONTROL.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR
CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO
COMPANY. FOR PURPOSES OF THIS SECTION 13.1 AND SECTION 13.2, INCIDENTAL DAMAGES
SHALL NOT INCLUDE COST OF COVER OR OTHER MITIGATION COSTS.
13.2 Limitation of Company Liability. NOTWITHSTANDING ANYTHING IN THIS
AGREEMENT OR OTHERWISE, AND EXCEPT FOR BODILY INJURY OR BREACHES OF SECTIONS 8.1
THROUGH 8.6, COMPANY SHALL NOT BE LIABLE OR OBLIGATED WITH RESPECT TO ANY
SUBJECT MATTER OF THIS AGREEMENT OR UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY
OR ANY OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY AMOUNTS IN EXCESS OF THE
AGGREGATE OF FEES PAID OR PAYABLE TO GT BY COMPANY FOR THE PRIVATE LABEL SITE
DURING THE NINE MONTHS PRIOR TO THE CAUSE OF ACTION, (II) FOR ANY INCIDENTAL OR
CONSEQUENTIAL DAMAGES, OR (III) FOR LOST PROFITS (EXCEPT FOR FEES PAYABLE BY
COMPANY TO GT UNDER THIS AGREEMENT). SOME STATES DO NOT ALLOW THE EXCLUSION OR
LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND
EXCLUSIONS MAY NOT APPLY TO GT.
14. Confidentiality. Each party to this Agreement acknowledges that it or its
employees may be exposed to or acquire information in connection with this
Agreement that is proprietary or confidential to the other party or third
parties to whom either party has a duty of confidentiality. Except as set forth
below, any and all information relating to the business of either party or its
clients or customers and other information obtained by either party or its
employees in the performance of this Agreement shall be deemed to be
confidential and proprietary information provided all such material is clearly
labeled as "Confidential" or "Proprietary." Except as otherwise provided herein,
each party agrees to hold the Confidential information of the other party in
confidence and not to disclose such information to third parties or to use such
information for any purpose whatsoever and to advise each of its employees who
may be exposed to such proprietary and confidential information of their
obligations to keep such information confidential. Notwithstanding the above:
(A) nothing contained in this Section 14 or elsewhere in this
10.
<PAGE>
Agreement shall restrict GT from complying with industry reporting requirements;
(B) the terms of this Agreement, Company Client's names, travel destinations,
itineraries, technical data, implementation plans, traveler profiles, and travel
contracts shall be considered Confidential information of Company regardless of
whether such information is labeled as such; (C) neither party is prohibited
from (i) under confidence, using or disclosing Confidential Information to third
parties as required to perform its obligations under this Agreement, (ii) using
or disclosing such Information externally in an aggregate or statistical
composite form (provided that such Information is combined with other similar
information and does not specifically identify the Information as specific to
Company), or (iii) in confidence, using or disclosing such Information to its
auditors or attorneys, or to investors or potential investors or other financing
sources and their advisors, or in connection with a merger or acquisition or
proposed merger or acquisition; and (C) Confidential Information shall not
include (i) information that is now or subsequently becomes publicly available
without breach of this Agreement by the receiving party, (ii) information made
available to either party from other sources without any obligation of
confidentiality, (iii) information that is already in either party's possession
not subject to an obligation of confidentiality, (iv) information that is
independently developed by either party without reference to any confidential
information, and (v) information that is required to be disclosed pursuant to
any law or any rule or regulation of a governmental agency or any order of a
court or governmental agency provided that the receiving party shall first
notify the disclosing party of such disclosure requirement or order and uses
reasonable efforts to obtain confidential treatment or a protective order. Upon
termination of this Agreement, the receiving party will at its option return to
the disclosing party or destroy all Confidential Information of the disclosing
party and all documents or media containing any such Confidential Information
and any and all copies or extracts thereof, except that the receiving party may
retain one copy of all such Confidential Information solely for archival legal
purposes.
15. Publicity And Marketing. Both parties agree to cooperate with each other so
that each party may issue a press release concerning this Agreement, provided
that each party must approve any press release prior to its release, which shall
not be unreasonably withheld. Notwithstanding anything to the contrary herein,
GT may file the Letter of Intent between the parties dated as of August 22,
1999, regarding the subject matter of this Agreement, or may file this
Agreement, as an exhibit to its registration statement on Form S-1 as required
by the Securities and Exchange Commission. Company agrees that it may be
designated as a "reference account" for GT's online travel technology solution
to certain potential customers, upon terms to be mutually agreed by the parties
hereto.
16. User Data.
16.1 Ownership. As between the parties, Company shall own all user data
regarding all users of the Private Label Site and any tickets or services
purchasable via the Private Label Site.
16.2 Use Restrictions. GT shall not use for any purpose other than as
expressly set forth herein or expressly permitted in writing by Company, or
disclose to any third party any user data related to the Private Label Site.
Notwithstanding the foregoing, GT shall be entitled to use aggregated PNR data,
page hits and user sessions data for all users collectively of GT services, so
long as such data is not aggregated on an airline by airline basis.
17. Source Code Escrow. Within thirty (30) days after execution of this
Agreement, GT will place in escrow pursuant to the terms of an escrow agreement
substantially in the form attached as Attachment E (the "Escrow Agreement"), all
source code and related documentation necessary for maintenance and/or support
of the GT Reservation System as it exists on the Effective Date of this
Agreement. GT will update the escrow deposit and related documentation within
thirty (30) days following acceptance of the Private Label Site with the source
code and related documentation for the GT Reservation System (collectively the
"Escrow Materials"), and will continue to update the escrow deposit thereafter
with any new or modified source code and related documentation necessary for
maintenance and/or support of the GT Reservation System at least twice per year
and will notify Company in writing when it does so. All escrow agent fees will
be borne by Company. If GT files Chapter 11 or Chapter 7 bankruptcy or ceases
its business operations without a successor, then GT shall grant Company an
irrevocable (until GT emerges from Chapter 11 bankruptcy and is capable of
performing its obligations under Section 3.4), perpetual (until GT emerges from
Chapter 11 and is capable of performing its obligations under Section 3.4),
worldwide license to use or have used only internally in furtherance of the
purposes of this Agreement the Escrow Materials (until GT emerges from Chapter
11 and is capable of performing its obligations under Section 3.4) to the
Private Label Site and the GT Reservation System and shall authorize any Escrow
Agent under the Escrow Agreement to
11.
<PAGE>
release such Escrow Materials (until GT emerges from Chapter 11 bankruptcy and
is capable of performing its obligations under Section 3.4, at which time
Company will return all Escrow Materials to the Escrow Agent) pursuant to the
Escrow Agreement.
18. Account Managers.
(a) GT will designate one person as the Account Manager for Company under
this Agreement. The Account Manager shall be the primary contact for all matters
arising under this Agreement and shall be primarily responsible for the delivery
of services and the daily management and decision making responsibility.
(b) Company will designate one senior level person as the primary contract
for GT under this Agreement. This person shall have authority to make daily
decisions, shall be the primary contact for all matters arising under this
Agreement, shall have signature authority, shall facilitate payments due from
Company, and shall facilitate work with and assistance by Company's reservations
system vendor.
19. Warrant. Notwithstanding any language to the contrary in that certain
warrant held by Company to purchase shares of the Series E Preferred Stock of GT
dated September 14, 1999 (the "AmericaWest Warrant"), GT and Company hereby
covenant and agree as follows: (i) the America West Warrant is not exercisable
and Company will not take actions to exercise it on or prior to September 14,
2001; (ii) in the event that the AmericaWest Warrant does become exercisable
according to the terms of this Section 19, it shall remain exercisable by
Company until and including September 14, 2003; and (iii) the AmericaWest
Warrant shall terminate and be null and void if GT terminates this Agreement
pursuant to Section 12.2 because of a breach of this Agreement by Company
occurring on or prior to September 14, 2001, or if Company terminates this
Agreement pursuant to Section 12.3 on or prior to September 14, 2001.
20. General. For all purposes of this Agreement, each party shall be and act as
an independent contractor and not as partner, joint venturer, or agent of the
other and shall not bind nor attempt to bind the other to any contract. All
notices under this Agreement shall be in writing, and shall be deemed given when
personally delivered, when sent by confirmed fax, or three days after being sent
by prepaid certified or registered U.S. mail to the address of the party to be
noticed as set forth herein or such other address as such party last provided to
the other by written notice. Neither party shall have any right or ability to
assign, transfer, or sublicense any obligations or benefit under this Agreement
without the written consent of the other (and any such attempt shall be void),
except that a party may assign and transfer this Agreement and its rights and
obligations hereunder to any third party who succeeds to substantially all its
business or assets. The failure of either party to enforce its rights under this
Agreement at any time for any period shall not be construed as a waiver of such
rights. It is the intention of the parties that this Agreement be controlling
over additional or different terms of any purchase order, confirmation, invoice
or similar document, even if accepted in writing by both parties, and that
waivers and amendments shall be effective only if made by non-pre-printed
agreements clearly understood by both parties to be an amendment or waiver. This
Agreement supersedes all proposals, oral or written, all negotiations,
conversations, or discussions between or among parties relating to the subject
matter of this Agreement and all past dealing or industry custom. No changes,
modifications, or waivers are to be made to this Agreement unless evidenced in
writing and signed for and on behalf of both parties. In the event that any
provision of this Agreement shall be determined to be illegal or unenforceable,
that provision will be limited or eliminated to the minimum extent necessary so
that this Agreement shall otherwise remain in full force and effect and
enforceable. This Agreement shall be governed by and construed in accordance
with the laws of the State of California without regard to the conflicts of law
provisions thereof. In any action or proceeding to enforce rights under this
Agreement, the prevailing party will be entitled to recover costs and attorneys
fees. Headings herein are for convenience of reference only and shall in no way
affect interpretation of the Agreement.
America West Airlines, Inc. Getthere.Com, INC.
Signature:____________________ Signature:_________________________
Name:_________________________ Name: Kenneth R. Pelowski
12.
<PAGE>
Title:_____________________ Title: Chief Operating and Chief
Financial Officer
Date: October 13, 1999 Date: October 13, 1999
13.
<PAGE>
Attachment A
COMPANY CONTENT
. Company logo to be provided by Company in standard electronic format
according to specifications provided by GT.
. All text, data, passenger name records, pictures, sound, and graphics that
Company provides.
1.
<PAGE>
Attachment B
SITE SPECIFICATIONS
Statement of Work
- --------------------------------------------------------------------------------
PHASE I FUNCTIONALITY Comments
- --------------------------------------------------------------------------------
Login/Profile . The site will support user registration
and user profiles
. There will not be an indicator regarding
"guest" access. Anyone will be able to
enter the site.
. The profile entry will be on the booking
page, not the home page.
- --------------------------------------------------------------------------------
Schedule/Availability Request . Speedy flight search from home page - no
(from Home page - Process 1) login required, simple O&D's
- --------------------------------------------------------------------------------
. Roundtrip option
- --------------------------------------------------------------------------------
. One Way option
- --------------------------------------------------------------------------------
. Multi City option
- --------------------------------------------------------------------------------
. Departure City selection field . Site will restrict departure and arrival
city options to a list of that is
supported by America West's flight
schedules
. Departure field will be displayed as a
drop down box
- --------------------------------------------------------------------------------
. Destination City selection . Site will restrict departure and arrival
field city options to a list of that is
supported by America West's flight
schedules
. Destination city will be displayed as a
drop down box
- --------------------------------------------------------------------------------
. Date selection: month, date . Will be displayed as a drop down box
selection field
- --------------------------------------------------------------------------------
. Time selection: month, date . Will be displayed as a drop down box
selection field
- --------------------------------------------------------------------------------
. Passenger Count selection . Up to nine passengers
field
- --------------------------------------------------------------------------------
Schedule/Availability Request
(from Reserv page - Process 2)
- --------------------------------------------------------------------------------
. Roundtrip option
- --------------------------------------------------------------------------------
. One Way option
- --------------------------------------------------------------------------------
. Multi City option
- --------------------------------------------------------------------------------
1.
<PAGE>
- --------------------------------------------------------------------------------
PHASE I FUNCTIONALITY Comments
- --------------------------------------------------------------------------------
. Departure City selection field . Site will restrict departure and arrival
city options to a list of that is
supported by America West's flight
schedules
. Departure field will be displayed as a
drop down box
- --------------------------------------------------------------------------------
. Destination City selection . Site will restrict departure and arrival
field city options to a list of that is
supported by America West's flight
schedules
. Destination city will be displayed as a
drop down box
- --------------------------------------------------------------------------------
. Date selection: month, date . Will be displayed as a drop down box
selection field
- --------------------------------------------------------------------------------
. Time selection: month, date . Will be displayed as a drop down box
selection field
- --------------------------------------------------------------------------------
. Sort results by
- --------------------------------------------------------------------------------
- sort by Price (lowest
to highest)
- --------------------------------------------------------------------------------
- sort by Time (closest
to inquiry)
- --------------------------------------------------------------------------------
. Passenger Count selection . Up to nine passengers
field
- --------------------------------------------------------------------------------
. Class/pricing options . Customers will be able to search by
selection field: Y-lowest avail restricted and unrestricted flights and
fare, Y-non-restricted fare, class of service (for example: first
Biz, First class)
- --------------------------------------------------------------------------------
. Calendar
- --------------------------------------------------------------------------------
. # of Flights Displayed . AWA will be able to select # of flights
displayed.
- --------------------------------------------------------------------------------
. Option to login . Provide pax with option to login and use
existing profile
- --------------------------------------------------------------------------------
. Travel links . Links to destination information will be
provided. Links will be chosen by AWA
- --------------------------------------------------------------------------------
. Display status bar
- --------------------------------------------------------------------------------
. Hint for lower priced flights
- --------------------------------------------------------------------------------
Schedule Display
- --------------------------------------------------------------------------------
. All outbound options . AWA will be allowed to select the number
displayed first of flights it wants displayed
- --------------------------------------------------------------------------------
. All return options displayed . AWA will be allowed to select the number
second of flights it wants displayed
- --------------------------------------------------------------------------------
. Select flight . Customers will have the ability to make
selection based on origin and destination
points not based on individual segments
- --------------------------------------------------------------------------------
2.
<PAGE>
- --------------------------------------------------------------------------------
PHASE I FUNCTIONALITY Comments
- --------------------------------------------------------------------------------
. Airline name display . Site will restrict display to AWA, AWA
Express, and CO flights from specified
Origin and Destination cities
- --------------------------------------------------------------------------------
. Flight Number display
- --------------------------------------------------------------------------------
. Equipment type display
- --------------------------------------------------------------------------------
. Depart time display
- --------------------------------------------------------------------------------
. Departure city display . Display hyperlink to information about
city in a flying window so that pax do not
interrupt their session
- --------------------------------------------------------------------------------
. Arrival time display
- --------------------------------------------------------------------------------
. Arrival City display . Display hyperlink to information about
city in a flying window so that pax do not
interrupt their session
- --------------------------------------------------------------------------------
. Code Share Display . Booking engine will display and provide
the ability to sell code share flights.
. Site will restrict display to AWA, AWA
Express, and CO flights from specified
Origin and Destination cities
. HP, HP Express, HP* and CO connecting
flights will be shown.
. Web specials are viewed . Limitations may apply based on the number
through a separate schedule of uniquely discounted airfares
request form. Only flights . GT capable of doing specials based on
where special availability is wildcards and able to do system wide
present are displayed. sales.
- --------------------------------------------------------------------------------
. Web specials are highlighted . Proprietary fares will be integrated with
on the availability display published fares in schedule and pricing
display.
- --------------------------------------------------------------------------------
. Multiple Passenger Bookings . 9 passengers can be booked at one time
- --------------------------------------------------------------------------------
. Stops display
- --------------------------------------------------------------------------------
. On-time percentage . This will not be displayed, but will be
optional for future use
- --------------------------------------------------------------------------------
. Flight Duration/Elapsed Time
display
- --------------------------------------------------------------------------------
Selecting Flights for Pricing
- --------------------------------------------------------------------------------
. Display with est. prices . Optional for future use
- --------------------------------------------------------------------------------
. Display with no prices
- --------------------------------------------------------------------------------
Fare Display/Pricing . Display a pricing summary after the user
selects all flights for their itinerary.
. GT will scope the ability to price with
schedule display
- --------------------------------------------------------------------------------
. Pricing Display
- --------------------------------------------------------------------------------
3.
<PAGE>
- --------------------------------------------------------------------------------
PHASE I FUNCTIONALITY Comments
- --------------------------------------------------------------------------------
. All fares will be displayed when O&D's are
selected - including: proprietary,
specials, published, unpublished,
codeshare, International
- --------------------------------------------------------------------------------
. International Pricing . International pricing is dependent upon
fare capability of SHARES ARS
- --------------------------------------------------------------------------------
. Flight Number display
- --------------------------------------------------------------------------------
. Equipment type display
- --------------------------------------------------------------------------------
. Depart time display
- --------------------------------------------------------------------------------
. Depart city display . Display hyperlink to information about
city in a flying window so that pax do not
interrupt their session
- --------------------------------------------------------------------------------
. Arrival time display
- --------------------------------------------------------------------------------
. Arrival City display . Display hyperlink to information about
city in a flying window so that pax do not
interrupt their session
- --------------------------------------------------------------------------------
. Class: (coach, biz, first)
- --------------------------------------------------------------------------------
. Total Airfare display
- --------------------------------------------------------------------------------
. Penalty requirements . Display of airfare penalty information is
dependent upon the online system's ability
to obtain it from SHARES in a manner that
can be displayed to the user
- --------------------------------------------------------------------------------
. Link to hints if airfare
seems too high
- --------------------------------------------------------------------------------
. Selecting Fares . After the implementation of a low fare
search, when the user clicks on a fare,
site will go to itinerary review page.
- --------------------------------------------------------------------------------
. Link to fare rules (text file . Require customers to click "agree" to the
scraped from tariff rule in rules before they continue to point of
SHARES) purchase.
. This will be included in the initial
launch
- --------------------------------------------------------------------------------
. Reservation Status Bar
- --------------------------------------------------------------------------------
Updates to Existing Records
- --------------------------------------------------------------------------------
. PNR Modify . Customers will be able to modify existing
reservations online - capability to allow
customers to change their itineraries
online
- --------------------------------------------------------------------------------
. Itinerary Cancellations . GT will enable itinerary cancellations on
all fares - restricted and unrestricted.
- --------------------------------------------------------------------------------
Tariff Rule Per Segment
- --------------------------------------------------------------------------------
. Instant eticketing . Site will support the use of instant
eticketing
. Eligibility for use of eticketing based on
- --------------------------------------------------------------------------------
4.
<PAGE>
- --------------------------------------------------------------------------------
PHASE I FUNCTIONALITY Comments
- --------------------------------------------------------------------------------
airline
- --------------------------------------------------------------------------------
. Identical Text from published . Fare rules will be displayed in an
tariff rule in CRS. unfiltered manner based on their content
in SHARES
- --------------------------------------------------------------------------------
Collect Passenger information
Form/Itinerary Review
- --------------------------------------------------------------------------------
. Frequent flier number . Frequent flyer numbers automatically
entered into reservation based on user
profile if profile exists. If no profile
exists, there will be a text box where FF
number can be filled in
. A drop down menu on the ref page will
allow users to indicate whether they are
using an AWA or CO FF#. This will be
included in the initial launch
. If CO is selected, GT will provide the
capability to have "-co" appended to the
number. This will be included in the
initial launch
- --------------------------------------------------------------------------------
. Link to seatmaps . Customers will be able to pick their seats
from a fully functional and accurate
seatmap if such seat map information is
available from SHARES
- --------------------------------------------------------------------------------
. Special air service requests
- --------------------------------------------------------------------------------
Credit Card Information . Credit card will be the only form of
Form/Validation payment for online ticket purchases upon
implementation
. AVS done through SHARES real time
validation will occur
- --------------------------------------------------------------------------------
. Credit card type selection . Limited to Visa, MC, Amex, Discover
field
- --------------------------------------------------------------------------------
. Name on card (text box)
- --------------------------------------------------------------------------------
. Credit card number (text box)
- --------------------------------------------------------------------------------
. Expiration date (text box)
- --------------------------------------------------------------------------------
. CID verification text entry . A conditional field will be available for
field (currently Amex only) CID numbers
- --------------------------------------------------------------------------------
. Credit Card Encryption . Credit card data will be encrypted with
industry standard Triple DES encryption
- --------------------------------------------------------------------------------
. Credit Card Verification . Will support verification functionality as
provided by SHARES
- --------------------------------------------------------------------------------
Billing and Delivery
- --------------------------------------------------------------------------------
5.
<PAGE>
- --------------------------------------------------------------------------------
PHASE I FUNCTIONALITY Comments
- --------------------------------------------------------------------------------
Information Form
- --------------------------------------------------------------------------------
. Pre-populated with profile . Billing and delivery information will be
information pre-populated for those pax who have an
existing profile.
. Customers will not be required to fill out
a profile, therefore, billing and delivery
information can be filled out through text
boxes without requiring a profile.
- --------------------------------------------------------------------------------
. First, Last Name (text box)
- --------------------------------------------------------------------------------
. Street Address(text box)
- --------------------------------------------------------------------------------
. City(text box)
- --------------------------------------------------------------------------------
. State selection field
- --------------------------------------------------------------------------------
. Postal code(text box)
- --------------------------------------------------------------------------------
. Email(text box)
- --------------------------------------------------------------------------------
. Day, Home Phone(text box)
- --------------------------------------------------------------------------------
. Delivery limited to instant
etickets
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
. Calendar
- --------------------------------------------------------------------------------
. World Clock
- --------------------------------------------------------------------------------
Receipt Confirmation
(ACCESS TO AWA ONLY)
- --------------------------------------------------------------------------------
. Electronic Ticketing . Electronic Ticketing will be the only
option available for purchases
- --------------------------------------------------------------------------------
. Fulfillment queue . GT will put PNR data from E-Tickets
purchased on site into a queue for AWA
fulfillment
- --------------------------------------------------------------------------------
. E-Mail confirmation . All customers that have provided a correct
email address will receive an email
confirmation after making a purchase.
. Email addresses will be collected in
passenger information.
- --------------------------------------------------------------------------------
Confirmation CONTENT:
- --------------------------------------------------------------------------------
. Passenger names
- --------------------------------------------------------------------------------
. Ticket Number Dependent upon availability from SHARES
- --------------------------------------------------------------------------------
. Base fare Dependent upon availability from SHARES
- --------------------------------------------------------------------------------
. Tax Dependent upon availability from SHARES
- --------------------------------------------------------------------------------
. PFC Dependent upon availability from SHARES
- --------------------------------------------------------------------------------
. Total
- --------------------------------------------------------------------------------
. Itinerary
- --------------------------------------------------------------------------------
. Form of payment (cc type,
last 4 digits of cc#)
- --------------------------------------------------------------------------------
6.
<PAGE>
- --------------------------------------------------------------------------------
PHASE I FUNCTIONALITY Comments
- --------------------------------------------------------------------------------
. Frequent flier numbers
- --------------------------------------------------------------------------------
. Fare Calculation Dependent upon availability from SHARES
- --------------------------------------------------------------------------------
. Restrictions Dependent upon availability from SHARES
- --------------------------------------------------------------------------------
. Check in requirements AWA to supply text
- --------------------------------------------------------------------------------
. Refund Information AWA to supply text
- --------------------------------------------------------------------------------
. Summary of Incorporated Terms AWA to supply text
- --------------------------------------------------------------------------------
. Advice to international AWA to supply text
passengers on limitation of
liability
- --------------------------------------------------------------------------------
. International baggage AWA to supply text
liability limitation
- --------------------------------------------------------------------------------
. Link to book another ticket
- --------------------------------------------------------------------------------
. Link to home
- --------------------------------------------------------------------------------
Flight Status Information . GT will enable customers to view flight
information.
. This information will include Flight #,
departure time, arrival time, and gate
information as available from SHARES.
- --------------------------------------------------------------------------------
. Airline- HP only
- --------------------------------------------------------------------------------
. Flight Number (text box)
- --------------------------------------------------------------------------------
. Gate Information
- --------------------------------------------------------------------------------
. Departure Date: -1, now, +1
(drop down list)
- --------------------------------------------------------------------------------
Web Registration
- --------------------------------------------------------------------------------
. Online Password Changes
- --------------------------------------------------------------------------------
. Frequent flier number (text
box)
- --------------------------------------------------------------------------------
. User name
- --------------------------------------------------------------------------------
. Title selection field
- --------------------------------------------------------------------------------
. First name (text box)
- --------------------------------------------------------------------------------
. Middle initial (text box)
- --------------------------------------------------------------------------------
. Last name (text box)
- --------------------------------------------------------------------------------
. Suffix selection field
- --------------------------------------------------------------------------------
. Address
- --------------------------------------------------------------------------------
. Street 1 and 2 (text box)
- --------------------------------------------------------------------------------
. City
- --------------------------------------------------------------------------------
. State
- --------------------------------------------------------------------------------
. Postal code
- --------------------------------------------------------------------------------
. Country selection field
- --------------------------------------------------------------------------------
. Phone
- --------------------------------------------------------------------------------
7.
<PAGE>
- --------------------------------------------------------------------------------
PHASE I FUNCTIONALITY Comments
- --------------------------------------------------------------------------------
. Country code, Area code,
Phone, Ext (text boxes)
- --------------------------------------------------------------------------------
. Email (text box)
- --------------------------------------------------------------------------------
. Forgotten password question
(text box)
- --------------------------------------------------------------------------------
. Forgotten password answer
(text box)
- --------------------------------------------------------------------------------
. Sign up for email newsletter
- --------------------------------------------------------------------------------
Marketing/Promotions
- --------------------------------------------------------------------------------
. E-mail Broadcast - weekly . Weekly email broadcast service will be
specials available for both of AWA's Surf `n Go
lists.
. Additional email notifications will be
sent out to specific email members per
AWA's request. Additional emails are not
to exceed 1 additional email per week.
. Existing email addresses will be
integrated into GT email system.
. Customers will be able to subscribe,
unsubscribe, and change email address via
site
. AWA will send GT copy for email to be
delivered each week, GT will then
distribute to distribution list.
. Weekly statistics will be provided by GT
to AWA regarding new subscribers, #
unsubscribed, cumulative totals, and any
additional feedback provided.
. GT and AWA to determine schedule for
delivering email. GT will be able to send
email within 24 hours of receipt.
- --------------------------------------------------------------------------------
. Fare Sales .
. AWA personnel trained in the use of GT's
Contract Editor will be authorized to
update AWA's proprietary fares.
. AWA will have sole responsibility for fare
changes made through the Contract Editor
and will be responsible for quality
assurance testing of data entries.
. The number of AWA fare sales will be
limited by the maximum number of fare
sales supported by the Contract Editor.
- --------------------------------------------------------------------------------
8.
<PAGE>
- --------------------------------------------------------------------------------
PHASE I FUNCTIONALITY Comments
- --------------------------------------------------------------------------------
. Sale includes the ability to restrict
fares to specific flight numbers, travel
dates, and ticketing dates.
. GT will provide the ability to run 10
simultaneous sales that have similar, non-
contradictory fare rules at any one
time..
. Sale capabilities include: zap off ($'s
and percent), proprietary fares, specials
based on time, class of service, or date.
Ability to control advance purchase,
travel dates, and terms and conditions.
- --------------------------------------------------------------------------------
. E-Certificates . Phase I E-certificate functionality will
enable customers with a single, special
promotion code URL address to access
special private fares.
. GT will update these fares as specified by
AWA on a weekly basis.
. Phase I implementation will support only a
single e-certificate program at any one
time.
- --------------------------------------------------------------------------------
. Announcements through content . AWA will have sole ownership of all
Content displayed on site and sent via
email to the email subscriber base.
- --------------------------------------------------------------------------------
Other Issues/Application
Requirements
- --------------------------------------------------------------------------------
. Advertising . The area across the top of each site page
will be a dedicated space for third party
advertising. The height of this area will
be at least as high as that of the Preview
Travel and Expedia web site as of the
Effective Date of this Agreement.
. This top of the page space will be enabled
for delivery of at least one banner and
one ad button (similar to Preview Travel)
in the case of high usage pages.
- --------------------------------------------------------------------------------
. Car/Hotel Fulfillment . GT will provide the ability for customers
on the AWA site to purchase car/hotel
reservations.
. GT will fulfill all car/hotel tickets.
. Link to cars/hotels will be a closed
commerce loop, so pax does not leave site.
. Option to purchase car/hotel will be
presented throughout the site
- --------------------------------------------------------------------------------
. Data Reports . Global observer will provide daily PNR
- --------------------------------------------------------------------------------
9.
<PAGE>
- --------------------------------------------------------------------------------
PHASE I FUNCTIONALITY Comments
- --------------------------------------------------------------------------------
summary information.
. AWA will receive PNR data real time when
released as a GT booking engine feature.
AWA will be responsible for parsing and
storing the software, GT will provide the
real-time access using HTTPD and SSL when
released as a GT booking engine feature.
. AWA will receive a weekly file with
updated customer profiles. [Push of PNR
data will be part of Phase II.]
. AWA will receive trend reports on site
traffic on a daily basis. Data will
include # of visitors, impressions, top
entry pages, and other site traffic
information
. GT will provide AWA a on-line access to
site traffic information.
- --------------------------------------------------------------------------------
. Frequent Flyer Information . Ability to identify bookings requiring
bonus miles
- --------------------------------------------------------------------------------
. PNR Internet Booking Indicator . An indicator that the PNR is from the
internet will be added to the PNR (assumes
a remarks line in the ARS)
- --------------------------------------------------------------------------------
. Redundancy/Backups . AWA will provide lines to GT with the
redundancy level that AWA requires.
. GT will provide full back up support for
AWA on a daily basis.
- --------------------------------------------------------------------------------
. Separate lines to SHARES from . If more than one data center is required
each site to meet traffic demands, a separate,
redundant line will be connected to each
data center.
- --------------------------------------------------------------------------------
. Adequate line capacity to . Adequate line capacity/bandwidth will be
SHARES and the Internet provided by AWA for connection to SHARES..
Adequacy to be determined by 3rd party
traffic monitoring and analysis service to
meet competitive response times.
. GT will contract no less than 2 separate,
independent communications carriers to
provide redundant connection to Internet.
AWA will provide connection to SHARES.
- --------------------------------------------------------------------------------
. Bandwidth . Hosting fee will be dependent upon data
requests and server responses as indicated
in Exhibit C based on PNR bookings. There
will be no limits to the amount (byte
size) of
- --------------------------------------------------------------------------------
10.
<PAGE>
- --------------------------------------------------------------------------------
PHASE I FUNCTIONALITY Comments
- --------------------------------------------------------------------------------
data served within reasonable limits for
internet performance.
- --------------------------------------------------------------------------------
. Security (facilities & . GT will provide certified firewalls
firewall encrypted) between the Internet and AWA information
in the servers.
. GT will monitor security events and
periodically poll each server. GT will
notify AWA of any security breaches
detected.
. GT will provide AWA with a secure login id
and password for access to the AWA
administrative area of the web site.
. GT will provide annual independent
security audits to be performed by an
independent web site security auditor that
meets industry standards for security
auditing as requested by AWA at the
expense of AWA
. GT hosts its services at a facility which
is secured on a 24X7 basis.
. GT will provide for a secured, firewall-
protected database, content and
applications.
. All transmitted customer information and
credit card information will be secured
and encrypted through industry standard
secure SSL encryption technologies
integrated into standard browsers and
commercial HTTP servers (the customer must
select secure connections).
. Credit card numbers and user passwords
will be stored on the database in an
encrypted form.
- -------------------------------------------------------------------------------
. Multiple Browser Support . GT will support its product operating
through the following browsers: Netscape
3.X and 4.X, IE 3.X, 4.X and 5.X and AOL
Version 3.X and 4.X.
- --------------------------------------------------------------------------------
. Peak Capacity Capabilities . GT engineers the Private Label Site to
accommodate peaks of 35% over Company
forecast of average predicted daily use.
Line capacity should never exceed 75% of
peak capacity during peak periods. GT's
ability to meet the preceding capacity
levels are predicated on site traffic
within 20% of AWA's rolling six month
forecasts.
- --------------------------------------------------------------------------------
. Scheduled Downtime . Today, GT does not schedule downtime.
- --------------------------------------------------------------------------------
11.
<PAGE>
- --------------------------------------------------------------------------------
PHASE I FUNCTIONALITY Comments
- --------------------------------------------------------------------------------
However, in the event that GT does
schedule downtime in the future, GT will
schedule such downtime between 12am and
4am Pacific Time. GT will notify Company
one week in advance of such scheduled
downtime. The system will not be down for
greater than thirty (30) minutes without
Company prior approval and scheduled
outages will not be greater than two (2)
hours in one calendar month. Scheduled
outages that exceed the planned timeframe
will be considered unscheduled. This
scheduled downtime will not be included in
measurement of system availability as
listed in Attachment D.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PHASE II FUNCTIONALITY . The following items will be included as
part of PHASE II implementation. They will
be rolled out at no additional charge to
AWA.
. The target date for Delivery of PHASE II
functionality is nine (9) Months after the
Delivery of Phase I. Delivery of
individual functions may be phased in
after the Phase I implementation date.
- --------------------------------------------------------------------------------
. Refunds . Customers will be able to process refunds
on the site
- --------------------------------------------------------------------------------
. Access to PNR data . GT will enable push of passenger detail
PNR data 30 days after Phase I
implementation
- --------------------------------------------------------------------------------
. E-Certificates . GT will enable the use of Phase II
E-Certificates
- --------------------------------------------------------------------------------
. Online FF Account Access . Feature development dependent upon timely
installation of dedicated lease line from
AWA FF database to GT Data Center
- --------------------------------------------------------------------------------
. FF Redemption Bookings . Feature development dependent upon timely
installation of dedicated lease line from
AWA FF database to GT Data Center
- --------------------------------------------------------------------------------
. FF Email Flight Change . Feature development dependent upon timely
notification installation of dedicated lease line from
AWA FF database to GT Data Center
- --------------------------------------------------------------------------------
12.
<PAGE>
- --------------------------------------------------------------------------------
. FF Upgrades . Feature development dependent upon timely
installation of dedicated lease line from
AWA FF database to GT Data Center
- --------------------------------------------------------------------------------
. Approximated Low Fare Search . GT will make all commercially reasonable
efforts to complete this for Phase I.
. Customer able to price up to 4 RTs with
one query
. Customer will select flights based on O&D
not on segments
. Customer will be able to select fare
desired from this list
. This function will be delivered for
testing sixty (60) days after the initial
implementation of Phase I functionality.
- --------------------------------------------------------------------------------
. Low Fare Search (Optional) . AW will have the option of using a portion
of the 1,000 hours of development time to
implement a low fare search through
SHARES. Alternatively, GT can implement a
low fare search through an alternate CRS
for an additional fee for alternate CRS
utilization.
- --------------------------------------------------------------------------------
13.
<PAGE>
Attachment C
FEES
The following Fees are to be paid by Company to GT, unless otherwise indicated:
Private Label Site Management Fees* $800,000 for 1st year (1/2 paid upon
execution)
$1,000,000 for 2nd year
$1,200,000 for 3rd year
$1,400,000 for 4th year
Server and Communications Costs $[*] per PNR
Advertising Revenue 50% of the gross revenues to Company
Hotel and Car Commission** 35% to Company
Dedicated Company ARS line and Other
Company Hardware and Software, if any paid by Company at cost to GT.
*Company shall pay a pro-rata portion of the yearly License Fee each quarter in
advance.
**GT shall pay to Company 35% of the Hotel and Car Commission actually received
from car and hotel reservations made through the Private Label Site, less sales,
use, excise and other taxes and duties.
Fees for Optional Services***
Programming Hourly Fee $[*]
HTML Coding Hourly Fee $[*]
Graphic Design Hourly Fee $[*]
Special Consulting Hourly Fee $[*]
Email Distribution of Fares $[*] per 100,000 messages per mailing
(min.$1,000/mailing).
***One thousand (1000) hours of Fees for Optional Services per contract year
will be at no charge to Company. Any portion of the One thousand (1000) free
hours remaining unused at the end of the contract year will be forfeited except
if the hours remain unused due to the fault of GT.
For all Fees for Optional Services, estimates will be provided and work will not
be initiated without a signed authorization from Company accepting the estimate.
All fees for Optional Services are subject to change at any time with prior
notice to Company; provided that Fees for Optional Services will not increase at
a rate greater than 10% per annum.
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.
1.
<PAGE>
Attachment D
1. Technical Support Services.
GT will provide support services to Company, including the following:
1.1 Telephone Hot-Line Support; Acknowledgement of GT Reservation System
Failures. GT will provide telephone hot-line support services to Company's
designated support contact twenty-four (24) hours a day, seven (7) days a week.
Such support will include reasonable consultation on the operation and
utilization of the Private Label Site and problem resolution for failures of the
GT Reservation System as reported by the Company.
1.2 Problem Definition. "PAR" means Problem Action Request. PAR(s) will be
determined by the severity of the Private Label Site or GT Reservation System
failure. Severity levels are defined as follows:
Severity Level 1 shall be defined as a "Critical Problem" wherein the
Private Label Site is not operational (such as Global Observer) or has a
critical loss of capability such as the inability to browse or book, frequency
of failure precludes productive use, or critical job/data integrity defect.
Severity Level 2 shall be defined as a "Major Problem" wherein the Private
Label Site is operational but with capability that is severely or moderately
degraded such as the inability to run a major application within the GT
Reservation System, non-critical product feature or function that does not work,
or failure that requires on-going intervention to maintain productive use.
Severity Level 3 shall be defined as a "Minor Problem" wherein the Private
Label Site is operational, with no significant impact to performance.
1.3 Response Times
GT shall acknowledge a Severity Level 1 Problem within sixty (60) minutes.
GT shall exercise all commercially reasonable efforts to meet the following
response times for a Severity Level II or III Problem:
. two (2) hours for acknowledgment of a Severity Level II Problem
. next calendar day for Severity Level III Problem
GT acknowledgement may be by fax, phone, or e-mail to Company program
administrator. All technical support services will be provided from GT's
facility unless otherwise requested by Company upon reasonable belief that
such services must be provided at Company's facilities subject to the terms
and conditions of Sections 8.6 and 8.7 of this Agreement.
1.
<PAGE>
1.4 Problem Resolution.
GT shall implement the following problem investigation and resolution
correction procedures:
Severity Level I Problems:
GT shall promptly initiate the following procedures: (1) assign senior GT
engineers to correct the Critical Problem; (2) notify senior GT management that
such a Critical Problem has been reported and that steps are being taken to
correct the Critical Problem; (3) provide Company with periodic reports every
four (4) hours on the status of the corrections; and (4) provide either (a)
problem resolution or (b) a plan to achieve problem resolution within thirty-six
(36) hours. In the case that GT's plan for resolution or the actual time to
resolution exceed one week of system downtime, Company will have the right to
terminate this Agreement pursuant to Section 12.2 (Termination for Cause).
Severity Level II Problem:
GT shall exercise all commercially reasonable efforts to provide Company
with a workaround and to include the fix for the Major Problem in the next
upgrade to the Private Label Site or the GT Reservation System.
Severity Level III Problems:
GT may include the fix for the Minor Problem in the next upgrade to the
Private Label Site or the GT Reservation System, unless it reasonably believes
that there is insufficient time before release of the next update to add the
fix, in which case it shall include the fix in the update following the next
update.
2. GT Reservation System Availability. During the term of this Agreement, GT
shall use commercially reasonable efforts to ensure that the Private Label
Site and the GT Reservation System are available and able to accurately
process the Company's employees inquiries for browsing and Booking a
minimum of ninety-nine percent (99%) of the time over a two month period.
If system availability falls below 99% for either (a) nine months during a
twelve month period or (b) any consecutive six month period due to failures
that are GT's responsibility during such period and Company has provided a
Forecast accurate to within 20% during such period, Company will have the
right to terminate this Agreement pursuant to Section 12.2 (Termination for
Cause).
3. Information Backup. As part of the service that GT provides Company, GT
will make a complete backup of Company information stored in connection
with operation of the Private Label Site at least once a day. Upon
Company's reasonable request, GT shall provide Company a complete
electronic copy of such information
When determining whether any of the preceding performance measurements for
problem response time and system availability have been met, the measurements
above shall not include
2.
<PAGE>
failures related to hardware or software systems outside of the reasonable
control of GT, as determined in accordance with Section 13.1 of the Agreement.
3.
<PAGE>
Attachment E
ESCROW AGREEMENT
Master Number ______________________
This Agreement is effective October __, 1999 among DSI Technology Escrow
Services, Inc. ("DSI"), GetThere.Com Inc.("Depositor") and any additional party
signing the Acceptance Form attached to this Agreement ("Preferred
Beneficiary"), who collectively may be referred to in this Agreement as "the
parties."
A. Depositor and Preferred Beneficiary have entered or will enter into a
service agreement, license agreement, development agreement, and/or other
agreement regarding certain proprietary technology of Depositor (referred to in
this Agreement as the "Service Agreement") which provides for the escrow of
current and complete software, source code, documentation and other matters
related to and required to operate, maintain and update the GT Reservation
System as defined in the Service Agreement (collectively, the "Deposit
Materials").
B. Depositor desires to avoid disclosure of its proprietary technology except
under certain limited circumstances.
C. The availability of the proprietary technology of Depositor is critical to
Preferred Beneficiary in the conduct of its business and, therefore, Preferred
Beneficiary needs access to the proprietary technology under certain limited
circumstances.
D. Depositor and Preferred Beneficiary desire to establish an escrow with DSI
to provide for the retention, administration and controlled access of certain
proprietary technology materials of Depositor.
E. The parties desire this Agreement to be supplementary to the Service
Agreement pursuant to 11 United States [Bankruptcy] Code, Section 365(n).
ARTICLE 1 -- DEPOSITS
1.1 Obligation to Make Deposit. Upon the signing of this Agreement by the
--------------------------
parties, including the signing of the Acceptance Form, Depositor shall deliver
to DSI the proprietary technology and other materials ("Deposit Materials")
required to be deposited by the Service Agreement or, if the Service Agreement
does not identify the materials to be deposited with DSI, then such materials
will be identified on an Exhibit A. If Exhibit A is applicable, it is to be
prepared and signed by Depositor and Preferred Beneficiary. DSI shall have no
obligation with respect to the preparation, signing or delivery of Exhibit A.
1.2 Identification of Tangible Media. Prior to the delivery of the Deposit
--------------------------------
Materials to DSI, Depositor shall conspicuously label for identification each
document, magnetic tape,
1.
<PAGE>
disk, or other tangible media upon which the Deposit Materials are written or
stored. Additionally, Depositor shall complete Exhibit B to this Agreement by
listing each such tangible media by the item label description, the type of
media and the quantity. The Exhibit B must be signed by Depositor and delivered
to DSI with the Deposit Materials. Unless and until Depositor makes the initial
deposit with DSI, DSI shall have no obligation with respect to this Agreement,
except the obligation to notify the parties regarding the status of the deposit
account as required in Section 2.2 below.
1.3 Deposit Inspection. When DSI receives the Deposit Materials and the Exhibit
------------------
B, DSI will conduct a deposit inspection by visually matching the labeling of
the tangible media containing the Deposit Materials to the item descriptions and
quantity listed on the Exhibit B. In addition to the deposit inspection,
Preferred Beneficiary may elect to cause a verification of the Deposit Materials
in accordance with Section 1.6 below.
1.4 Acceptance of Deposit. At completion of the deposit inspection, if DSI
---------------------
determines that the labeling of the tangible media matches the item descriptions
and quantity on Exhibit B, DSI will date and sign the Exhibit B and mail a copy
thereof to Depositor and Preferred Beneficiary. If DSI determines that the
labeling does not match the item descriptions or quantity on the Exhibit B, DSI
will (a) note the discrepancies in writing on the Exhibit B; (b) date and sign
the Exhibit B with the exceptions noted; and (c) mail a copy of the Exhibit B to
Depositor and Preferred Beneficiary. DSI's acceptance of the deposit occurs upon
the signing of the Exhibit B by DSI. Delivery of the signed Exhibit B to
Preferred Beneficiary is Preferred Beneficiary's notice that the Deposit
Materials have been received and accepted by DSI.
1.5 Depositor's Representations. Depositor represents as follows:
---------------------------
a. Depositor lawfully possesses all of the Deposit Materials deposited
with DSI;
b. With respect to all of the Deposit Materials, Depositor has the right
and authority to grant to DSI and Preferred Beneficiary the rights as
provided in this Agreement;
c. The Deposit Materials are not subject to any lien or other
encumbrance;
d. The Deposit Materials consist of the proprietary technology and other
materials identified either in the Service Agreement or Exhibit A,
as the case may be; and
e. The Deposit Materials are readable and useable in their current form
or, if the Deposit Materials are encrypted, the decryption tools and
decryption keys have also been deposited.
1.6 Verification. Preferred Beneficiary shall have the right, at Preferred
------------
Beneficiary's expense, to cause a verification of any Deposit Materials. A
verification determines, in different levels of detail, the accuracy,
completeness, sufficiency and quality of the Deposit Materials. If a
verification is elected after the Deposit Materials have been delivered to DSI,
then only DSI, or
2.
<PAGE>
at DSI's election an independent person or company selected and supervised by
DSI, may perform the verification.
1.7 Deposit Updates. Unless otherwise provided by the Service Agreement,
---------------
within thirty (30) days of the installation of any new update to the GT
Reservation System (or any other substantial modification thereto), or within
six (6) months of the last deposit hereunder, whichever is sooner, Depositor
shall deliver to DSI for deposit in accordance with this Agreement , any and all
updates or other changes to the Deposit Materials which correspond to changes,
if any, made to the GT Reservation System or shall notify DSI that no changes
were made during the preceding period. Such updates or other changes will be
added to the existing deposit. All deposit updates and other changes shall be
listed on a new Exhibit B and the new Exhibit B shall be signed by Depositor.
Each Exhibit B will be held and maintained separately within the escrow account.
An independent record will be created which will document the activity for each
Exhibit B. The processing of all deposit updates or other changes shall be in
accordance with Sections 1.2 through 1.6 above. All references in this Agreement
to the Deposit Materials shall include the initial Deposit Materials and any
updates or other changes.
1.8 Removal of Deposit Materials. The Deposit Materials may be removed and/or
----------------------------
exchanged only on written instructions signed by Depositor and Preferred
Beneficiary, or as otherwise provided in this Agreement.
ARTICLE 2 -- CONFIDENTIALITY AND RECORD KEEPING
2.1 Confidentiality. DSI shall maintain the Deposit Materials in a secure,
---------------
environmentally safe, locked facility which is accessible only to authorized
representatives of DSI. DSI shall have the obligation to reasonably protect the
confidentiality of the Deposit Materials. Except as provided in this Agreement,
DSI shall not disclose, transfer, make available, or use the Deposit Materials.
DSI shall not disclose the content of this Agreement to any third party. If DSI
receives a subpoena or other order of a court or other judicial tribunal
pertaining to the disclosure or release of the Deposit Materials, DSI will
immediately notify the parties to this Agreement. It shall be the responsibility
of Depositor and/or Preferred Beneficiary to challenge any such order; provided,
however, that DSI does not waive its rights to present its position with respect
to any such order. DSI will not be required to disobey any court or other
judicial tribunal order. (See Section 7.5 below for notices of requested
orders.)
2.2 Status Reports. DSI will issue to Depositor and Preferred Beneficiary a
--------------
report profiling the account history at least semi-annually. DSI may provide
copies of the account history pertaining to this Agreement upon the request of
any party to this Agreement.
2.3 Audit Rights. During the term of this Agreement, Depositor and Preferred
------------
Beneficiary shall each have the right to inspect the written records of DSI
pertaining to this Agreement. Any inspection shall be held during normal
business hours and following reasonable prior notice.
ARTICLE 3 -- GRANT OF RIGHTS TO DSI
3.
<PAGE>
3.1 Title to Media. Depositor hereby transfers to DSI the title to the media
--------------
upon which the proprietary technology and materials are written or stored.
However, this transfer does not include the ownership of the proprietary
technology and materials contained on the media such as any copyright, trade
secret, patent or other intellectual property rights.
3.2 Right to Make Copies. DSI shall have the right to make copies of the
--------------------
Deposit Materials as reasonably necessary to perform this Agreement. DSI shall
copy all copyright, nondisclosure, and other proprietary notices and titles
contained on the Deposit Materials onto any copies made by DSI. With all Deposit
Materials submitted to DSI, Depositor shall provide any and all instructions as
may be necessary to duplicate the Deposit Materials including but not limited to
the hardware and/or software needed.
3.3 Right to Transfer Upon Release. Depositor hereby grants to DSI the right to
------------------------------
transfer Deposit Materials to Preferred Beneficiary upon any release of the
Deposit Materials for use by Preferred Beneficiary in accordance with Section
4.5. Except upon such a release or as otherwise provided in this Agreement, DSI
shall not transfer the Deposit Materials.
ARTICLE 4 -- RELEASE OF DEPOSIT
4.1 Release Conditions. As used in this Agreement, "Release Condition" shall
------------------
mean a release condition as described in the Acceptance Form.
4.2 Filing For Release. If Preferred Beneficiary believes in good faith that a
------------------
Release Condition has occurred, Preferred Beneficiary may provide to DSI written
notice of the occurrence of the Release Condition and a request for the release
of the Deposit Materials. Upon receipt of such notice, DSI shall provide a copy
of the notice to Depositor by overnight courier.
4.3 Contrary Instructions. From the date DSI mails the notice requesting
---------------------
release of the Deposit Materials, Depositor shall have ten (10) business days to
deliver to DSI Contrary Instructions. "Contrary Instructions" shall mean the
written representation by Depositor that a Release Condition has not occurred or
has been cured. Upon receipt of Contrary Instructions, DSI shall send a copy to
Preferred Beneficiary by commercial express mail. Additionally, DSI shall notify
both Depositor and Preferred Beneficiary that there is a dispute to be resolved
pursuant to the Dispute Resolution section of this Agreement (Section 7.3).
Subject to Section 5.2, DSI will continue to store the Deposit Materials without
release pending (a) joint instructions from Depositor and Preferred Beneficiary;
(b) resolution pursuant to the Dispute Resolution provisions described in
Section 7.3; or (c) order of a court.
4.4 Release of Deposit. If DSI does not receive Contrary Instructions from the
------------------
Depositor, DSI is authorized to release the Deposit Materials to the Preferred
Beneficiary or, if more than one beneficiary is registered to the deposit, to
release a copy of the Deposit Materials to the Preferred Beneficiary. However,
DSI is entitled to receive any fees due DSI before making the release. Any
copying expense in excess of $300 will be chargeable to Preferred Beneficiary.
4.
<PAGE>
Upon any such release, the escrow arrangement will terminate as it relates to
the Depositor and Preferred Beneficiary involved in the release.
4.5 Right to Use Following Release. Preferred Beneficiary has the right to use
------------------------------
the Deposit Materials for the sole purpose of continuing the benefits afforded
to Preferred Beneficiary by the Service Agreement; provided, however, that
Preferred Beneficiary agrees not to exercise this right until it has received
the Deposit Materials upon their release in accordance with this Article 4.
Preferred Beneficiary shall be obligated to maintain the confidentiality of the
released Deposit Materials.
ARTICLE 5 -- TERM AND TERMINATION
5.1 Term of Agreement. The initial term of this Agreement is for a period of
-----------------
one year. Thereafter, this Agreement shall automatically renew from year-to-year
unless (a) Depositor and Preferred Beneficiary jointly instruct DSI in writing
that the Agreement is terminated; (b) Preferred Beneficiary instructs DSI in
writing that the Agreement is terminated as it relates to Preferred Beneficiary;
or (c) the Agreement is terminated by DSI for nonpayment in accordance with
Section 5.2. If the Acceptance Form has been signed at a date later than this
Agreement, the initial term of the Acceptance Form will be for one year with
subsequent terms to be adjusted to match the anniversary date of this Agreement.
If the deposit materials are subject to another escrow agreement with DSI, DSI
reserves the right, after the initial one year term, to adjust the anniversary
date of this Agreement to match the then prevailing anniversary date of such
other escrow arrangements.
5.2 Termination for Nonpayment. In the event of the nonpayment of fees owed to
--------------------------
DSI, DSI shall provide written notice of delinquency to the parties to this
Agreement affected by such delinquency. Any such party shall have the right to
make the payment to DSI to cure the default. If the past due payment is not
received in full by DSI within one month of the date of such notice, then at any
time thereafter DSI shall have the right to terminate this Agreement to the
extent it relates to the delinquent party by sending written notice of
termination to such affected parties. DSI shall have no obligation to take any
action under this Agreement so long as any payment due to DSI remains unpaid.
5.3 Disposition of Deposit Materials Upon Termination. Upon termination of this
-------------------------------------------------
Agreement, DSI shall destroy, return, or otherwise deliver the Deposit Materials
in accordance with Depositor's instructions. If there are no instructions, DSI
may, at its sole discretion, destroy the Deposit Materials or return them to
Depositor. DSI shall have no obligation to return or destroy the Deposit
Materials if the Deposit Materials are subject to another escrow agreement with
DSI.
5.4 Survival of Terms Following Termination. Upon termination of this
---------------------------------------
Agreement, the following provisions of this Agreement shall survive:
a. Depositor's Representations (Section 1.5);
b. The obligations of confidentiality with respect to the Deposit
Materials;
5.
<PAGE>
c. The rights granted in the sections entitled Right to Transfer Upon
Release (Section 3.3) and Right to Use Following Release (Section
4.5), if a release of the Deposit Materials has occurred prior to
termination;
d. The obligation to pay DSI any fees and expenses due;
e. The provisions of Article 7; and
f. Any provisions in this Agreement which specifically state they survive
the termination or expiration of this Agreement.
ARTICLE 6 -- DSI'S FEES
6.1 Fee Schedule. DSI is entitled to be paid its standard fees and expenses
------------
applicable to the services provided. DSI shall notify the party responsible for
payment of DSI's fees at least 90 days prior to any increase in fees. For any
service not listed on DSI's standard fee schedule, DSI will provide a quote
prior to rendering the service, if requested.
6.2 Payment Terms. DSI shall not be required to perform any service unless the
-------------
payment for such service and any outstanding balances owed to DSI are paid in
full. Fees are due upon receipt of a signed contract or receipt of the Deposit
Materials whichever is earliest. If invoiced fees are not paid, DSI may
terminate this Agreement in accordance with Section 5.2. Late fees on past due
amounts shall accrue interest at the rate of one and one-half percent per month
(18% per annum) from the date of the invoice.
ARTICLE 7 -- LIABILITY AND DISPUTES
7.1 Right to Rely on Instructions. DSI may act in reliance upon any
-----------------------------
instruction, instrument, or signature reasonably believed by DSI to be genuine.
DSI may assume that any employee of a party to this Agreement who gives any
written notice, request, or instruction has the authority to do so. DSI shall
not be responsible for failure to act as a result of causes beyond the
reasonable control of DSI.
7.2 Indemnification. DSI shall be responsible to perform its obligations under
---------------
this Agreement and to act in a reasonable and prudent manner with regard to this
escrow arrangement. Provided DSI has acted in the manner stated in the preceding
sentence, Depositor and Preferred Beneficiary each agree to indemnify, defend
and hold harmless DSI from any and all claims, actions, damages, arbitration
fees and expenses, costs, attorney's fees and other liabilities incurred by DSI
relating in any way to this escrow arrangement.
7.3 Dispute Resolution. Any dispute relating to or arising from this Agreement
------------------
shall be resolved by arbitration under the Commercial Rules of the American
Arbitration Association.
6.
<PAGE>
Depositor and Preferred Beneficiary will each select one arbitrator and a third
arbitrator will be selected unanimously by the two arbitrators selected by the
parties. If the two arbitrators selected by the parties are unable to select the
third arbitrator within ten (10) days of the appointment of the two arbitrators,
the parties consent to the selection of the third arbitrator by the AAA
administrator. Unless otherwise agreed by Depositor and Preferred Beneficiary,
arbitration will take place in Palo Alto, California, USA. Any court having
jurisdiction over the matter may enter judgment on the award of the arbitrators.
Service of a petition to confirm the arbitration award may be made by First
Class mail or by commercial express mail, to the attorney for the party or, if
unrepresented, to the party at the last known business address.
7.4 Controlling Law. This Agreement is to be governed and construed in
---------------
accordance with the laws of the State of California, without regard to its
conflict of law provisions.
7.5 Notice of Requested Order. If any party intends to obtain an order from
-------------------------
the arbitrator or any court of competent jurisdiction which may direct DSI to
take, or refrain from taking any action, that party shall:
a. Give DSI at least two business days' prior notice of the hearing;
b. Include in any such order that, as a precondition to DSI's obligation,
DSI be paid in full for any past due fees and be paid for the
reasonable value of the services to be rendered pursuant to such
order; and
c. Ensure that DSI not be required to deliver the original (as opposed to
a copy) of the Deposit Materials if DSI may need to retain the
original in its possession to fulfill any of its other escrow duties.
ARTICLE 8 -- GENERAL PROVISIONS
8.1 Entire Agreement. This Agreement, which includes the Acceptance Form and
----------------
the Exhibits described herein, embodies the entire understanding among all of
the parties with respect to its subject matter and supersedes all previous
communications, representations or understandings, either oral or written. DSI
is not a party to the Service Agreement between Depositor and Preferred
Beneficiary and has no knowledge of any of the terms or provisions of any such
Service Agreement. DSI's only obligations to Depositor or Preferred Beneficiary
are as set forth in this Agreement. No amendment or modification of this
Agreement shall be valid or binding unless signed by all the parties hereto,
except that Exhibit A need not be signed by DSI, Exhibit B need not be signed by
Preferred Beneficiary and the Acceptance Form need only be signed by the parties
identified therein.
8.2 Notices. All notices, invoices, payments, deposits and other documents and
-------
communications shall be given to the parties at the addresses specified in the
attached Exhibit C and Acceptance Form. It shall be the responsibility of the
parties to notify each other as provided in this Section in the event of a
change of address. The parties shall have the right to
7.
<PAGE>
rely on the last known address of the other parties. Unless otherwise provided
in this Agreement, all documents and communications may be delivered by First
Class mail.
8.3 Severability. In the event any provision of this Agreement is found to be
------------
invalid, voidable or unenforceable, the parties agree that unless it materially
affects the entire intent and purpose of this Agreement, such invalidity,
voidability or unenforceability shall affect neither the validity of this
Agreement nor the remaining provisions herein, and the provision in question
shall be deemed to be replaced with a valid and enforceable provision most
closely reflecting the intent and purpose of the original provision.
8.4 Successors. This Agreement shall be binding upon and shall inure to the
----------
benefit of the successors and assigns of the parties. However, DSI shall have no
obligation in performing this Agreement to recognize any successor or assign of
Depositor or Preferred Beneficiary unless DSI receives clear, authoritative and
conclusive written evidence of the change of parties.
8.
<PAGE>
8.5 Regulations. Depositor and Preferred Beneficiary are responsible for and
-----------
warrant compliance with all applicable laws, rules and regulations, including
but not limited to customs laws, import, export, and re-export laws and
government regulations of any country from or to which the Deposit Materials may
be delivered in accordance with the provisions of this Agreement.
GetThere.com Inc. DSI Technology Escrow Services, Inc.
By:_________________________________ By:_________________________________
Name: Kenneth Pelowski Name:_______________________________
Title: Chief Operating Officer & CFO Title:______________________________
Date:_______________________________ Date:_______________________________
9.
<PAGE>
PREFERRED BENEFICIARY
ACCEPTANCE FORM
Account Number [*]
Depositor, Preferred Beneficiary and DSI Technology Escrow Services, Inc.
("DSI"), hereby acknowledge that America West Airlines, Inc. is the Preferred
Beneficiary referred to in the Master Preferred Escrow Agreement effective
October ___________, 1999 with DSI as the escrow agent and GetThere.com Inc. as
the Depositor. Preferred Beneficiary hereby agrees to be bound by all provisions
of such Agreement.
Depositor and Preferred Beneficiary agree that the Release Conditions referred
to in Section 4.1 of the Agreement are Depositor's filing under Chapter 7 or
Chapter 11 of the Bankruptcy Code or ceasing its business operations without a
successor.
Depositor hereby enrolls Preferred Beneficiary to the following account(s):
Account Name Account Number
- ------------ --------------
GetThere.com Inc. [*]
- --------------------------------- -----------------------------------
_________________________________ ___________________________________
_________________________________ ___________________________________
Notices and communications to Preferred
Beneficiary should be addressed to: Invoices should be addressed to:
Company Name: AW to supply ___________________________________
Address:_________________________ ___________________________________
_________________________ ___________________________________
_________________________ ___________________________________
Designated Contact:______________ Contact:___________________________
Telephone:_______________________ ___________________________________
Facsimile:_____ P.O.#, if required:________________
America West Airlines, Inc. GetThere.com Inc.
Preferred Beneficiary Depositor
By: _____________________________ By: _______________________________
Name:____________________________ Name:______________________________
Title:___________________________ Title:_____________________________
Date:____________________________ Date:______________________________
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.
10.
<PAGE>
DSI Technology Escrow Services, Inc.
- ------------------------------------
By: _____________________________
Name:____________________________
Title:___________________________
Date:____________________________
11.
<PAGE>
EXHIBIT A
MATERIALS TO BE DEPOSITED
Account Number [*]
Depositor represents to Preferred Beneficiary that Deposit Materials delivered
to DSI shall consist of the following: all current and complete software, source
code, documentation and other matters related to and required to operate,
maintain and update the GT Reservation System as defined in the Service
Agreement.
Depositor Preferred Beneficiary
By:______________________________ By:________________________________
Name:____________________________ Name:______________________________
Title:___________________________ Title:_____________________________
Date:____________________________ Date:______________________________
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.
12.
<PAGE>
EXHIBIT B
DESCRIPTION OF DEPOSIT MATERIALS
Depositor Company Name GetThere.com Inc.________________________________________
Account Number [*]______________________________________________________________
Product Name GetThere.com System Sources ________________ Version 4.2 __________
(Product Name will appear on Account History report)
DEPOSIT MATERIAL DESCRIPTION:
<TABLE>
<CAPTION>
Quantity Media Type & Size Label Description of Each Separate Item
(Please use other side if additional space is needed)
<S> <C> <C>
______ Disk 3.5" or ____
DAT TAPE 4____MM
______ CD-ROM
2_____ Data cartridge tape ____ 4.2 Templates
_______ 4.2 Source
_______ TK 70 or ____ tape
_______ Magnetic tape ____
_______ Documentation
_______ Other ______________________
</TABLE>
PRODUCT DESCRIPTION:
Operating System Solaris 2.6____________________________________________________
Hardware Platform Sun AXMP______________________________________________________
DEPOSIT COPYING INFORMATION:
Is the media encrypted? Yes / No If yes, please include any passwords and the
decryption tools.
Encryption tool name____________________________________ Version _______________
Hardware required_______________________________________________________________
Software required_______________________________________________________________
<TABLE>
<S> <C>
I certify for Depositor that the above described DSI has inspected and accepted the above
Deposit Materials have been transmitted to DSI: materials (any exceptions are noted above):
Signature_______________________________________ Signature_________________________________________
Print Name______________________________________ Print Name________________________________________
</TABLE>
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.
13.
<PAGE>
<TABLE>
<S> <C>
Date____________________________________________ Date Accepted_____________________________________
Exhibit B#________________________________________
</TABLE>
Send materials to: DSI, 9265 Sky Park Court, Suite 202, San Diego, CA 92123
(858) 499-1600
14.
<PAGE>
EXHIBIT C
DESIGNATED CONTACT
Master Number ______________________
Notices and communications
should be addressed to: Invoices should be addressed to:
Company Name:______________________ ________________________________________
Address:___________________________ ________________________________________
___________________________ ________________________________________
___________________________ ________________________________________
Designated Contact:________________ Contact:________________________________
Telephone:_________________________ ________________________________________
Facsimile:_________________________ P.O.#, if required:_____________________
Requests to change the designated contact should be given in writing by the
designated contact or an authorized employee.
<TABLE>
<S> <C>
Contracts, Deposit Materials and notices to Invoice inquiries and fee remittances
DSI should be addressed to: to DSI should be addressed to:
DSI DSI
Contract Administration Accounts Receivable
Suite 202 Suite 1450
9265 Sky Park Court 425 California Street
San Diego, CA 92123 San Francisco, CA 94104
Telephone: (858) 499-1600 (415) 398-7900
Facsimile: (858) 694-1919 (415) 398-7914
Date:_________________________________
</TABLE>
15.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in this Registration Statement on Form S-1 of
our report dated November 18, 1999, relating to the financial statements and
financial statements schedule of GetThere.com, Inc., which appear in such
Registration Statement. We also consent to the reference to us under the
heading "Experts" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
San Jose, California
November 19, 1999
