Addendum to Governing Travel Agency Agreements (GTAA)
For ARC travel agents located in the United States.
Effective from Jan. 1, 2022

Your travel agency, including affiliated agency locations under common control that are accredited by Airlines Reporting Corporation (“ARC”) or the International Air Transport Association (“IATA”) (collectively, the “Agent”), has entered into either or both of the Agent Reporting Agreement (the “ARC Agreement”) with ARC with respect to travel agency location(s) in the United States and the IATA Passenger Sales Agency Agreement (the “IATA PSAA”) with IATA with respect to any travel agency locations outside the United States (collectively, as applicable, the “Governing Travel Agency Agreements”). The instructions, terms and conditions governing the agent-principal relationship between Agent and Hawaiian Airlines, Inc. (“Hawaiian”) are set forth in this addendum and in the Governing Travel Agency Agreement applicable to each travel agency location and any other agreement entered into by Hawaiian and Agent (such agreements, together with the instructions in this addendum, being referred to collectively as the “Agreement”). Hawaiian has appointed Agent to act as an agent for Hawaiian in the sale of Hawaiian’s products and services (“Agent’s Appointment” or “Appointment”).

Agent acknowledges and affirms that it is an agent of Hawaiian. As of the effective date set forth at the end of this addendum, compliance with the instructions in this addendum, as well as the other terms and conditions of the Agreement and the Rules (defined in Section 3(a)(i)), are conditions to the continued Appointment of Agent. To the extent that Agent engages employee, sub-agents, services vendors or other third party contractors to support Agent’s activities within the scope of the Appointment, Agent will be responsible to Hawaiian for its full compliance with the Agreement. The Agreement applies to any tickets issued using Hawaiian’s ticket stock.

  1. APPOINTMENT
    Hawaiian may independently review any of Agent’s locations, including those under Agent’s common control, that are accredited by ARC or IATA (the “Agency Locations”). The review may include on-site inspection of any Agency Location to determine that Agent’s operations comply with Hawaiian’s requirements for its agents in the sale of Hawaiian products and services. In its sole discretion and at any time, Hawaiian may, upon written notice to Agent, exercise its rights to suspend or limit Agent’s Appointment, including immediately terminating Hawaiian’s appointment of any Agency Location or Agent’s Appointment. If any Agency Location is terminated, Agent may not act in any agency capacity for the sale of Hawaiian’s products and services from the terminated location. If Agent’s Appointment is terminated, Agent may not act in any agency capacity whatsoever for the sale of Hawaiian’s products and services from any location.
  2. COMMISSIONS AND INCENTIVES
    1. Right to Modify Commission Policy.
      1. Hawaiian does not currently pay base commissions to ARC-accredited agents for the sale of Hawaiian’s products and services. Hawaiian, in its sole discretion, reserves the right to modify its commissions and other compensation policies for agents at any time.
    2. Limitations on Any Commissions
      1. If Hawaiian chooses to pay any commissions for the sale of Hawaiian’s products and services, Hawaiian will pay commissions to Agent only in accordance with its then-current policy and only for Agent’s issuance of standard tickets that show Hawaiian as the ticketing carrier and that are properly issued in accordance with this Agreement. Agent is not entitled to any commission for (1) tickets for which a full or partial refund is made, (2) late or unreported tickets, or (3) tickets issued to owners, officers, directors, stockholders, members, partners, or employees of either Agent or any person or entity which controls, is controlled by, or is under common control with Agent. Any commissions are based on the fare paid only; Hawaiian does not pay any commissions on governmental or similar taxes, fees, and charges, or fees or charges collected by Agent for its own account or for the account of a third party.
  3. COMPLIANCE WITH HAWAIIAN’S RULES AND RATES
    1. General.
      1. Agent will strictly adhere to Hawaiian’s current instructions, rules, regulations, requirements, conditions of sale or carriage, tariffs, and procedures (the “Rules”) in booking any reservation or issuing, reissuing, selling, exchanging, refunding, canceling, or reporting any ticket calling for transportation on Hawaiian. Agent will ensure that its systems, processes, and sales practices accurately display and convey all information relating to Hawaiian’s products and services as presented by Hawaiian, including with respect to the display, offer, booking, ticketing or sale of Hawaiian’s products and services. Agent will also comply with all laws and regulations applicable to its activities under the Agreement. Failure to comply may subject Agent to debit memos from Hawaiian for any deficiency or any loss incurred by Hawaiian by reason of the violation and the suspension, limitation, or termination of Agent’s Appointment. The instructions in this addendum do not prohibit Agent from offering discounts off its own service charges or other fees to its customers or otherwise compensating its customers in connection with transportation on Hawaiian. If Agent charges a service or other fee for the services that it provides to customers or compensates its customers, such charges, fees (including any discounts) and compensation shall be listed separately from Hawaiian’s fare information, so that the components and calculation of the final sale price is clear to the customer (e.g., the fare as published by Hawaiian must always be separately displayed).
    2. Order of Precedence and Conflicts of Law.
      1. In the event of any conflicts between the instructions in this addendum, the Governing Travel Agency Agreements, or applicable law or regulation, the conflict shall be resolved by giving priority as follows:
        (1) applicable law or regulation;
        (2) the instructions in this addendum;
        (3) the Governing Travel Agency Agreements.
    3. Prohibition of Abusive Practices.
      1. Agent acknowledges that Point-Beyond Tickets, Back-to-Back Tickets, Throw-Away Tickets, Duplicate Bookings and other fraudulent, fictitious, or abusive bookings, violate Hawaiian’s Rules. (See Hawaiian’s Booking and Ticketing Policy for definitions of these types of bookings and detailed restrictions on booking and ticketing.) In addition, Agent acknowledges that “Sales Location Shifting” (i.e., making a booking or issuing a ticket from a sales location that is different than the one selected by the customer to circumvent availability, commissions, or other airline controls) violates Hawaiian’s Rules. It is the Agent’s responsibility to ensure that ticketing or bookings done by Agent are compliant with Hawaiian’s Booking and Ticketing Policy (as such policy and link may be updated from time to time).
        Circumventing journey controls or separating “married segments” to obtain otherwise unavailable inventory is also prohibited (this prohibition also applies to software or apps that facilitate such circumvention). Hawaiian generally allows the use of passive segments, except in the case of satisfying productivity requirements of distribution intermediaries or to circumvent fare rules.
        Furthermore, since Hawaiian is not a participant in other carriers’ private agreements and since Hawaiian does not honor other airlines’ discount codes, Agent agrees that other airlines’ private or contracted fares or ticket designators may not be ticketed using Hawaiian’s ticket stock.
        Agent acknowledges that if it engages in any of these practices mentioned in this Subsection (c), or sells or issues a ticket used for any of these prohibited purposes mentioned in this Subsection (c), or conduct similar activities, Agent will be subject to (1) debit memos, (2) the suspension, limitation or termination of Agent’s Appointment, and (3) other remedies available to Hawaiian.
    4. Fraud and Misrepresentations.
      1. Agent will not engage in any fraudulent activity, including altering flight coupons for non-qualifying discount travel, backdating tickets, or selling no-cash-value coupons, discounts, or upgrades. Fraudulent activity also includes (1) intentionally withholding or misrepresenting information regarding Hawaiian’s products and services, such as information regarding availability and pricing, and (2) fraudulent advertising, including directly or indirectly using any automated, deceptive or fraudulent means to generate impressions, click-throughs, or any other similar deceptive actions in relation to advertisements or Internet promotions on an Hawaiian web site or mobile app or in relation to advertisements or Internet promotions of Hawaiian (or its products or services) on third party websites.
      2. Except for fares filed for bulk ticketing (which must be settled as cash form of payment) or unless otherwise agreed in writing, for all tickets issued using Hawaiian’s validation codes: (1) Agent must report such tickets through the applicable Billing and Settlement Plan or Area Settlement Plan with the same form of payment provided by the customer, and (2) Agent must not use a credit card which is issued in the name of the Agent, in the name of any of the Agent’s personnel, or in the name of any third party, other than the customer, his or her employer or a representative of the customer, to issue such tickets. Additionally, with the exception of tickets for private or contracted fares that Agent is authorized to receive, Agent will ensure that Hawaiian is the merchant of record for all transactions.
    5. Regulatory Compliance.
      1. All advertising and promotions by Agent for Hawaiian’s products and services will fully comply with all applicable laws, rules and regulations as well as any guidelines from the Department of Transportation (“DOT”) and other government regulators. For example, all print advertising will comply with all applicable disclosure requirements for codeshare or long-term aircraft wet-lease arrangements involved in the markets being advertised, and all radio and television adverts will disclose the fact that some services may be provided by other airlines, as required by 14 CFR 257-5(d). In addition, Agent must comply with all rules and guidance from the DOT and other government regulators regarding advertising and promotions, including those pertaining to full fare advertising, price increases and ancillary services. Failure to comply with the above mentioned or other applicable regulatory requirements will subject Agent to debit memos and the suspension, limitation or termination of the Agency Location or Agent’s Appointment by Hawaiian.
      2. Agent shall ensure that its personnel shall at all times comply with all applicable safety, security, and health rules, regulations, and policies in effect at Hawaiian’s facilities and in accordance with Hawaiian’s operations, including without limitation, any COVID-19 vaccination and testing requirement policy.
      3. Agent represents that the equipment, system(s) or service(s) it provides Hawaiian under the Agreement do not use Covered Telecommunications Equipment or Services. Agent shall immediately notify Hawaiian in the event it determines at any time that it cannot continue to make the representation provided in this section. For purposes of this section, “Covered Telecommunications Equipment or Services” has the meaning as set forth in Section 889 of the Fiscal Year 2019 National Defense Authorization Act (as such definition may be amended from time to time).
    6. No Biasing or Alterations
      1. Agent’s systems, processes and practices may automate a customer’s preferences for air carrier, but must not otherwise involve any form of bias against Hawaiian’s products and services, or alter the information provided by Hawaiian. Agent must not facilitate or encourage such biasing or alterations by others. Additionally, Agent will not impose service fees, or other fees (including, without limitation, ticketing fees or charges, paper ticket fees or charges, delivery fees or charges, booking fees or charges, incentives or other features) with respect to the display, offer, booking, ticketing or sale of Hawaiian’s products and services that are higher than those imposed for the display, offer, booking, ticketing or sale of any other carrier’s products and services. Similarly, if Agent offers discounts to its customers in connection with the offering or sale of carrier products and services, Agent will not discriminate against Hawaiian when setting such discounts. If Agent charges a customer a service or other fee for its services, such charge or fee shall be listed separately and the charge or fee for an Hawaiian booking or other Hawaiian product or service must be equal to the lowest fee imposed by Agent for other air carriers.
      2. Agent shall not revise, delete or change in any manner whatsoever any Hawaiian Data (defined in Section 7(b)) that is made available by Hawaiian, directly or indirectly, to Agent. Except with respect to the Hawaiian Data and the Marks, nothing in this Agreement shall restrict Agent’s right to develop, update, change, alter, remove or otherwise modify the content displayed or presented through Agent’s or its affiliates online or offline distribution channels, provided that such changes shall apply equally to all carriers. Any modifications to the Hawaiian Data by Agent shall be subject to Hawaiian’s prior written approval, which may be withheld in Hawaiian’s sole discretion.
    7. Redistribution.
      1. Agent’s Appointment is for purposes of the Agent marketing and selling Hawaiian’s products and services directly to customers for those products and services. Agent’s Appointment is specific to Agent, and does not include any authority for Agent to act as an intermediary for distribution of Hawaiian’s products and services via third parties. Specifically and without limiting the previous sentence, Agent may only directly or indirectly redistribute Hawaiian Data for use or display via third party websites or services (including, for example, through web sites or mobile platforms that are provided by Agent but re-branded for a third party so that it appears to be a service from a third party) if Hawaiian is a party to any such distribution arrangement. In addition, if Agent uses or works with a non-accredited entity in making a booking, then Agent acknowledges and agrees that Hawaiian reserves the right to reject the booking in Hawaiian’s sole discretion and that Agent nonetheless remains fully responsible to Hawaiian in all respects for any bookings made by third parties and ticketed via Agent’s Appointment.
    8. PNR Content.
      1. Complete information in a reservation is important to appropriately service customers during the course of travel and required for governmental compliance programs such as Secure Flight, therefore Agent must provide Hawaiian with all the contact information offered by customers including but not limited to phone fields and email addresses as well as any other information required by governmental authorities. Agent may not substitute any contact information or provide Agent’s contact information in lieu of such customer information without the consent of Hawaiian and the customer. Hawaiian will treat any personal data included in the PNR content received in accordance with Hawaiian’s privacy policy.
    9. Exceptions.
      1. To be valid, any exceptions to Hawaiian’s Rules in the booking of any reservation or the issuance, reissuance, or refund of any ticket calling for transportation on Hawaiian must be documented by Hawaiian in the applicable PNR.
  4. USE OF HAWAIIAN’S IDENTIFICATION PLATE
    Hawaiian’s validation plate is Hawaiian’s sole property, and Agent will surrender it immediately upon demand by Hawaiian, ARC or IATA. Agent shall not use Hawaiian’s validation codes to circumvent termination or in the absence of appointment by Hawaiian or another airline, for example, by issuing electronic tickets or any other traffic documents for transportation on any airline that has refused to appoint, or has terminated its appointment of, Agent. Further, Agent will not issue tickets for transportation on Hawaiian on behalf of any other travel agency location for which Hawaiian has refused or terminated its appointment, including any of the Agency Locations. Agent will not use Hawaiian’s validation codes to issue tickets for transportation on carriers that do not maintain a ticketing and baggage interline agreement with Hawaiian.
  5. DEBIT MEMO POLICY
    1. Agent is subject to Hawaiian’s Debit Memo Policy (as such policy and link may be updated from time to time). If Agent issues a ticket in violation of this Agreement or is otherwise in violation of the Rules Hawaiian has issued for travel agents, Hawaiian may (1) issue a debit memo to Agent for any deficiency or any loss incurred by Hawaiian by reason of the violation, including, without limitation an amount equal to the cost of the ticket, the difference between the applicable fare and the fare actually used, GDS fees, lost revenue from spoiled inventory, or an administrative service charge, as Hawaiian deems appropriate, and (2) immediately suspend, limit or terminate the Agency Location or Agent’s Appointment upon notice to Agent.
  6. AGENT INCENTIVE, PROMOTIONAL, AND OVERRIDE PROGRAMS
    Agent will comply with Hawaiian’s Rules and any specific contractual requirements concerning agency incentives, promotions, or overrides with Hawaiian in which Agent participates or has an interest. Failure to comply subjects Agent to (1) forfeiture and repayment to Hawaiian of all sums paid by Hawaiian to Agent or the value received by Agent, (2) the suspension, limitation or termination of Agent’s right to participate in or receive all or a part of any agency incentives, promotions, or overrides, and (3) the suspension, limitation or termination of Agent’s Appointment.
  7. DATA OWNERSHIP AND USE
    1. Background.
      1. The creation, development, collection, verification, formatting, organizing and maintenance of fares, schedule, inventory, merchandising and other pre-booking data about Hawaiian’s products, services and facilities requires extensive investment of time, money and specialized resources of Hawaiian. For example, Hawaiian expends significant amounts of time and money to (1) analyze markets and competition for air transportation and related products and services, (2) analyze aircraft fleet types and utilization, (3) analyze operating conditions at airports and air traffic control infrastructure, crew scheduling requirements and legal/regulatory requirements, (4) develop, deploy and use proprietary algorithms, processes and techniques, many of which have taken years to develop and are critical to Hawaiian’s competitiveness, and (5) train its personnel to become skilled and knowledgeable about each of the foregoing. This investment in pre-booking data also results in post-booking data about Hawaiian’s products and services and the customers who purchase and consume them, and therefore Hawaiian’s post-booking data is similarly valuable and competitively sensitive. The integrity, value and availability of Hawaiian’s pre- and posting booking data can only be preserved if it is accessed and used in ways that have been authorized by Hawaiian. Unauthorized access can cause disruption and harm to Hawaiian’s systems, business and customers, and misuse of such data can lead to safety and security issues, as well as cause material commercial harm to Hawaiian.
    2. Hawaiian Data.
      1. Agent understands and agrees that as between Hawaiian and Agent and as a consequence and condition of Agent’s Appointment, any information or data, regardless of source or format, that (1) identifies Hawaiian (e.g., Hawaiian’s trademarks), (2) identifies or is reasonably identifiable to services or products provided by Hawaiian, including all fare and inventory information, (3) relates to a relationship between a customer and Hawaiian (e.g., frequent flyer membership), (4) relates to a transaction between a customer and Hawaiian, including booking and payment data, (5) is passed by Agent to Hawaiian through a PNR or similar booking/sale record, or (6) is passed by or on behalf of Hawaiian to Agent in connection with this Agreement, ((1) to (6) collectively, “Hawaiian Data”), is and will be owned by Hawaiian and is Confidential Information of Hawaiian. Any successors, equivalents, compilations or derivatives of the foregoing, whether now known or hereafter devised, and in any medium or format, are also Hawaiian Data. Access and use of Hawaiian Data by the Agent is solely for purposes of and is limited to those activities that are compliant with the Agreement and within the scope of the principal-agent relationship as defined and authorized by Hawaiian for all of Agent’s Locations.
    3. Examples of Unauthorized Activities.
      1. Any use of Hawaiian Data beyond what is permitted in Section 7(b) above is unauthorized. As guidance, Hawaiian provides the following examples of specific types of access, use, distribution and remarketing of Hawaiian Data that are prohibited without prior written consent from Hawaiian: (1) accessing hawaiianairlines.com by the use of any automated or electronic devices commonly known in the Internet industry as robots or spiders, or by the use of other electronic search devices; (2) soliciting, facilitating, encouraging or agreeing to provide access to or otherwise remarket or redistribute, or take affirmative steps to allow or permit such access to, or remarketing or redistribution of, any Hawaiian Data to any third party, through any process, including screen scraping, spiders, web "bots" or other device, software or system; (3) licensing, selling, or otherwise providing to any person or entity any software or other device that is capable of accessing Hawaiian Data from any source; or (4) editing, modifying, creating derivatives, combinations or compilations of, combining, associating, synthesizing, reverse engineering, reproducing, displaying, distributing, disclosing, or otherwise processing Hawaiian Data; (5) engaging in any kind of commercialization, marketing, advertising, licensing or resale that is based on Hawaiian Data (e.g., advertising credit card offers to consumers based on the Hawaiian Marks or flight information) except as otherwise permitted by this Agreement; (6) facilitating structured posting of Hawaiian Data to any third party electronic media, including without limitation Facebook, Twitter, online calendars; (7) accessing Hawaiian Data from any unauthorized source which Hawaiian may identify to Agent; (8) directly or indirectly using functionality to automatically poll Hawaiian’s inventory systems at an excessive rate; and (9) assisting, aiding, or abetting in any way the unauthorized access, use, distribution or display of Hawaiian Data, including Hawaiian Data obtained or derived from an Hawaiian website or mobile app or any other web site, mobile app or any other source, such as a Global Distribution System. Agent may not engage in any of the above examples, or any other unauthorized access, use, distribution or remarketing of Hawaiian Data, without the prior written authorization of Hawaiian. Agent is not authorized to agree to third party terms and conditions which would assign, transfer, or license Hawaiian Data or Hawaiian’s proprietary rights in Hawaiian Data to a third party or otherwise negatively impact Hawaiian’s proprietary rights to Hawaiian Data. If Agent learns that any third party is accessing, distributing, remarketing or displaying Hawaiian Data in any way obtained via Agent, including Agent’s web site, without Hawaiian’s written authorization, Agent will promptly inform Hawaiian and take all commercially reasonable measures, including commercial, technological, or legal measures, to prevent the unauthorized access, display, remarketing or distribution of Hawaiian Data. Agent further agrees not to use, or authorize use of, Hawaiian Data in any manner that is harmful to Hawaiian.
  8. CONFIDENTIALITY, PRIVACY AND DATA SECURITY
    1. Confidentiality.
      1. Agent will keep confidential and not disclose to any third party the following confidential information of Hawaiian: (1) any fare programs and commission arrangements that may be agreed with Hawaiian; (2) any and all post-booking data, including all PNRs, that cover Hawaiian products and services; and (3) any other Hawaiian Data that Hawaiian designates as confidential or is otherwise reasonably identifiable as confidential or proprietary information (“Confidential Information”). However, Hawaiian consents to Agent disclosing commission arrangements and payments to customers when this information is requested by the customer. Agent may also disclose Hawaiian Confidential Information to Agent’s directors, officers, employees or agents if such persons are bound by equivalent confidentiality commitments and have a legitimate need to know such information in order for the Agent to perform its obligations to Hawaiian. In addition, this Section will not prohibit Agent from making disclosures required by law or judicial process after making reasonable efforts to resist disclosure and notify Hawaiian. Agent further acknowledges that in many instances Hawaiian Data is protected as a trade secret. This provision will survive the suspension, limitation or termination or expiration of Agent’s Appointment.
    2. Privacy.
      1. For purposes of this addendum, “personal data” means information that identifies or could be used to identify a particular individual, such as name, mailing address, telephone number, email address, frequent flier number, Social Security number, credit card or other payment data, date of birth, driver’s license number, account number or user ID, PIN, or password. Agent will cause all of the Agent’s privacy policies to inform customers that their personal data will be disclosed to Hawaiian (and third parties in accordance with Hawaiian’s privacy policy) and if they are located outside of the United States, that their personal data will be transferred to and processed overseas, including in the United States of America. The Agent shall give its customers notice, and if required under applicable law obtain the customer’s consent, to such disclosure, transfer and processing of personal data. Hawaiian is an independent data controller within the meaning of the E.U. General Data Protection Regulation (“GDPR”). To the extent Hawaiian Data includes personal data, including as disclosed by the Agent, Hawaiian will handle such personal data in accordance with Hawaiian’s privacy policy and in accordance with applicable local laws and regulations. In all other respects, Hawaiian, as the owner of Hawaiian Data, can use and disclose Hawaiian Data for any purpose in compliance with all applicable local laws and regulations. Agent will not adopt, apply or publish any privacy policy that conflicts with the requirements of the instructions in this addendum, the Agreement or Hawaiian’s privacy policy.
    3. Data Security.
      1. Agent will establish, implement, maintain, and use reasonable physical, technical and administrative safeguards for Hawaiian Data in Agent’s possession or under Agent’s control in order to protect the same from unauthorized disclosure, access, use, destruction, loss, damage or alteration. Such safeguards will be in compliance with all applicable laws and regulations, including any privacy or data protection statutes in the United States, Australia, Japan, South Korea and European Union, and will be no less rigorous than (i) industry standard practices in the transportation and related services industry, and (ii) reasonable security procedures and practices appropriate to the nature of such Hawaiian Data (the “Security Requirements”). For the avoidance of doubt, such data safeguards must include: (i) compliance with the current Payment Card Industry Data Security Standard, and VISA, MasterCard and any other applicable credit card network bylaws and operating regulations and federal and state laws or regulations relating to credit card processing; (ii) encryption of all records and files that contain any personal data when Agent transmits such records and files across public networks or any wireless network or stores such records and files on laptops, thumb drives or other portable devices or transfers such records and files for storage; and (iii) compliance with any security standards required by local law or regulations, including the laws and regulations of the Australia, Japan, South Korea or Member State of the European Union in which the Agent is located. In addition, Agent shall require any of Agent’s employees, agents or contractors with access to Hawaiian Data to adhere to the Security Requirements, and certify that such employees, agents and contractors have not experienced any circumstances or events that are inconsistent with the Security Requirements during the last twenty-four months. Agent agrees that the controls used to safeguard Hawaiian Data in Agents’ possession will take into account the sensitivity of such information. Agent accepts responsibility for the security of payment card data, cardholder data, or sensitive authentication data processed on behalf of Hawaiian. Agent represents and warrants ongoing compliance with the most current Payment Card Industry Data Security Standard and shall provide certification of compliance with this requirement upon request from Hawaiian.
    4. Remediation.
      1. Following any Security Incident (defined as (1) the loss, misappropriation or misuse (by any means) of Hawaiian Data; (2) the inadvertent, unauthorized, and/or unlawful processing, distribution, alteration, corruption, sale, rental, or destruction of Hawaiian Data; (3) any other act or omission that compromises or threatens to compromise the security, confidentiality, or integrity of Hawaiian Data, or (4) any breach of Hawaiian’s security policies set forth herein), Agent must notify Hawaiian within 24 hours. Agent and Hawaiian will work in good faith regarding remediation efforts that may be necessary and reasonable. At Hawaiian’s sole discretion, Agent shall (1) either undertake remediation efforts for a Security Incident at its sole expense and in line with security best practices or reimburse Hawaiian for Hawaiian’s reasonable costs and expenses in connection with taking remediation efforts for a Security Incident and (2) provide assurances satisfactory to Hawaiian that such Security Incidents will not recur again. Agent shall indemnify and hold harmless Hawaiian and its officers and employees from and against any and all allegations, claims, demands, costs, expenses (including attorneys' fees and disbursements), losses, liabilities, penalties, fines, settlements or damages arising out of or relating to any Security Incident that occurs in relation to Hawaiian Data that was in the possession or control of Agent or Agent’s employees or contractors at the time of the Security Incident.
  9. HAWAIIAN'S INTELLECTUAL PROPERTY
    1. Background.
      1. Hawaiian’s intellectual property, including its trademarks, logos, livery, travel posters, web sites and advertising, are important and valuable assets of Hawaiian. Who uses them and how they are used has an impact on their continuing value and fame.
    2. Hawaiian Marks and Correct Use.
      1. Hawaiian hereby grants to Agent a non-exclusive, non-assignable, sublicensable (only to affiliates of Agent in connection with their performance under this Agreement), royalty-free, limited license to use the trademarks, service marks and trade names of Hawaiian and its affiliates (collectively the "Marks") solely for the purpose of promoting Hawaiian in connection with the sale of Hawaiian products and services, subject to the following: (a) such use shall be in accordance with and subject to Hawaiian’s published Trademark Usage Policy (as may be updated from time to time) available at www.hawaiianairlines.com/Trademark, and expressly excludes any use that is not for the express purpose of promoting the sale of Hawaiian’s products and services under this Agreement, (b) Hawaiian shall have the right to revoke this license in respect of any particular use of any such Mark upon written notice to Agent, and upon receipt of such notice Agent shall promptly cease actively displaying or otherwise using the applicable Mark, and (c) this license shall terminate simultaneously with the expiration or termination of this Agreement. For the avoidance of doubt, neither Agent nor any Agent affiliates may use the Marks in any other marketing or other purposes, and shall in no event use any Marks in any printed or published materials, without Hawaiian’s advance written consent. In the event that any term or condition in Hawaiian’s Trademark Usage Policy conflicts with the terms or conditions in this Agreement, the terms of this Agreement shall control.
      2. Agent will supply Hawaiian with a full accounting of its use of the Marks upon request from Hawaiian.
      3. Within five (5) business days of termination of this Agreement, Agent shall immediately discontinue use of the Marks and remove and destroy any materials which contain the Marks.
      4. Agent shall not adopt or otherwise use any trademarks, service marks, or trade names containing confusingly similar names, designs or other attributes to the Marks, nor dilute the Marks in any manner whatsoever. Agent acknowledges that Hawaiian owns the Marks. Agent shall not permit any third party to use the Marks, nor alienate, contest or deny the validity of rights and title of Hawaiian to and in the Marks. Agent acknowledges that that any use by Agent or its affiliates of the Marks in a manner that is not expressly authorized, or in any other unauthorized manner, shall constitute a material breach of this Agreement and an infringement of Hawaiian’s rights in the Marks.
      5. In connection with any authorized use of the Marks, Agent shall only use the images provided by Hawaiian. Agent shall not (a) alter a Mark in any way without Hawaiian’s express approval, (b) use a partial Mark, (c) display a Mark without the appropriate trademark, copyright or other designation, as specified by Hawaiian, (d) use a Mark in any manner that would diminish its value or otherwise harm the reputation or goodwill of Hawaiian, or (e) use or register any domain name or keyword search term that is identical or confusingly similar to any Mark.
    3. Trademarks and Keyword Usage Policy.
      1. Agent shall comply with Hawaiian’s trademark and keyword usage policy. The list of protected keywords set forth at https://www.hawaiianairlines.com/legal/protected-keywords (as such policy and link may be updated from time to time).
    4. No Implied or Other Rights.
      1. Agent understands that it has no rights in Hawaiian’s intellectual property, nor can continued use of any of Hawaiian’s intellectual property ever give Agent any rights in or to any of Hawaiian’s intellectual property. Agent acknowledges that a breach of this Section will cause Hawaiian significant, irreparable injury and that Hawaiian’s monetary remedies alone for a breach will be inadequate. Agent will obtain Hawaiian’s written authorization (e-mail will suffice) before any use of Hawaiian’s intellectual property.
  10. AGENCY INDEMNIFICATION
    Agent will defend, indemnify, and hold harmless Hawaiian and its affiliates and their respective directors, officers, and employees (collectively, the “Hawaiian Indemnified Parties”) against and from any and all liabilities, claims, suits, judgments, losses, damages, penalties, assessments and actions, including but not limited to all fees, fines, costs, reasonable attorneys’ and experts’ fees and expenses incidental thereto, that may be charged to, asserted against or incurred by any Hawaiian Indemnified Party to the extent that they arise directly or indirectly out of Agent’s failure to follow the instructions in this addendum or other breach of the Agreement.
  11. RIGHT TO INSPECT AND AUDIT
    Hawaiian has the right to enter any Agency Location upon reasonable advance notice to: (a) inspect Agent’s books and records relating to sales of Hawaiian’s products and services and to ensure Agent’s compliance with the provisions of the Agreement; and (b) audit Agent’s books and records to detect or establish Agent’s abuse of, or failure to comply with, any of Hawaiian’s Rules concerning sale of travel on Hawaiian, agency free and reduced rate travel, agency incentives, promotional or override programs, or Agent ticket fraud. Agent agrees that Hawaiian may use information obtained from ARC or IATA to evaluate the credit-worthiness of Agent and Agent’s employees and owners.
  12. RIGHT TO RECOUP AND OFFSET
    Hawaiian reserves the right to recoup and offset any amounts owed to it by the Agent against any amounts otherwise due to Agent from Hawaiian.
  13. MISCELLANEOUS
    1. Prior Agreements.
      1. This addendum supersedes all prior addenda to the Governing Travel Agency Agreements and rules that Hawaiian has presented via its websites (including any printed versions of such online addenda).
    2. Waiver.
      1. Any waiver or modification of any of the terms of the Agreement, including this addendum, must be in writing from Hawaiian. Hawaiian may amend or modify its policies and the instructions in this addendum at any time. Agent agrees that failure of or delay by Hawaiian to require strict performance or to enforce any provision of the Agreement, or a previous waiver or forbearance by Hawaiian, will in no way be construed as, or constitute, a continuing waiver by Hawaiian of any Rule or any provision of the Agreement.
    3. Severability.
      1. If any provision of this addendum conflicts with the law under which this addendum are to be construed or if any such provision is held invalid or unenforceable by a court with jurisdiction, such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law. The remaining provisions of this addendum and the application of the challenged provision to persons or circumstances other than those as to which it is invalid or unenforceable will not be affected thereby, and each such provision will be valid and enforceable to the full extent permitted by law.
    4. APPLICABLE LAW.
      1. THE LAWS OF THE STATE OF HAWAII AND THE UNITED STATES OF AMERICA WILL GOVERN THE ENTIRE RELATIONSHIP BETWEEN HAWAIIAN AND AGENT INCLUDING ALL DISPUTES THAT MAY ARISE BETWEEN HAWAIIAN AND AGENT REGARDING THE FORMATION, INTERPRETATION OR ENFORCEMENT OF THIS ADDENDUM OR THE AGREEMENT. AGENT HEREBY SUBMITS AND CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF HAWAII FOR ALL THESE DISPUTES AND WAIVES ANY CLAIM OF LACK OF JURISDICTION OR FORUM NON CONVENIENS.
    5. Injunctive Relief.
      1. It is acknowledged and agreed that any breach of the obligations set out in this addendum or the Agreement by Agent could cause irreparable injury and that monetary damages would not be an adequate remedy for such breach. In the event of a breach or threatened breach of any of the provisions of this addendum or the Agreement, Hawaiian will, to the extent permitted under applicable law, be entitled to seek injunctive relief in any court of competent jurisdiction restraining the Agent from breaching the terms hereof without requirement of a bond or notice and Agent agrees not to object or defend against such action on the basis that monetary damages would provide an adequate remedy.
    6. No Third Party Beneficiaries.
      1. No person who is not a party to the Agreement shall have the right to enforce any terms or conditions of the Agreement or this addendum (i.e., there are no intended third party beneficiaries).
    7. Links.
      1. If you are unable to obtain any document at a link contained in this addendum please contact Hawaiian and we will provide a copy of the documents at the links to you.