Last Updated: December 21, 2023
The terms of this Attachment govern Client’s and its travelers’ access to, and use of, Atlas Technology.
Capitalized terms used in this Attachment that are not otherwise defined herein have the meaning ascribed in the Agreement.
“Atlas Technology” means mobile applications, websites, other technology products (including any OBT) and the associated specifications, methodologies, data, know-how, documentation, writings, or other materials owned or licensed by Atlas Travel.
“OBT” means a third-party cloud-based application that enables authorized travelers, administrators, and travel arrangers to create and manage travel bookings.
Atlas grants Client (and, as applicable Client affiliates and their respective travelers), a limited, revocable, non-transferable, non-sublicensable and non-exclusive right to use and access Atlas Technology solely for Client’s internal business purposes in connection with the booking of travel and management of Client’s travel program during the term of this Agreement in accordance with the terms and conditions of this Agreement.
As between Client and Atlas, Atlas is and will remain the exclusive owner of all right, title, and interest in and to Atlas Technology including any related copyright, trademark, trade secret or other proprietary rights therein. If Client acquires any right, title or interest in Atlas Technology, Client agrees to transfer, convey, and assign to Atlas (or, as applicable, its licensors), and to cause its officers, directors, employees, agents and Client affiliates to transfer, convey and assign to Atlas (or, as applicable, its licensors), all right, title, and interest in and to any and all acquired Atlas Technology. All non-Client derived trademarks, logos and graphics contained within any Atlas Technology are the property of Atlas (or, as applicable, its licensors). Client is not granted any right or license in any form to use these marks. Atlas may gather, compile, commingle and use aggregate, anonymous statistical or analytical data and/or performance information about its provision of Services and/or the use of Atlas Technology for ordinary business purposes customary in the travel industry but without identifying, directly or indirectly, Client or travelers.
A. Client is responsible for all actions of Client travelers or other employees with respect to the use of Atlas Technology.
B. Client shall ensure that Client travelers, administrators or other employees maintain the confidentiality of user names and passwords. Client agrees to promptly notify Atlas of: (i) any unauthorized use or misuse of user names and passwords; (ii) any Client traveler who is no longer permitted access to the applicable Atlas Technology; or (iii) any other breach of security it becomes aware of related to Atlas Technology.
C. Client agrees that Client and its travelers: (i) will only use Atlas Technology for lawful purposes and in accordance with the terms and conditions of this Agreement, any applicable laws and regulations including, those related to confidentiality and privacy of personally identifiable information; and any terms, conditions, and policies posted on websites or other terms and conditions applicable to the specific Atlas Technology; (ii) will not violate the intellectual property rights of any third party by using, posting, publishing, or transmitting any material protected by copyright, trademark, trade secret, patent, or other intellectual property right without proper authorization; or copy, modify, create a derivative work of, distribute, transmit, display, perform, reproduce, forward, publish, transfer, reverse engineer, reverse assemble, sell, assign, license, sublicense, attempt to discover any source code, grant a security interest in, or otherwise transfer any right in Atlas Technology for any reason; (iii) will not knowingly introduce any obscene, indecent, unlawful, infringing or otherwise objectionable material or information; (iv) remove, obscure or change any notices or legends appearing on the Atlas Technology; (v) will not engage in spamming, mail-bombing, spoofing, speculation, incorrect or fraudulent bookings and block bookings, or any other fraudulent, illegal or unauthorized activity; (vi) will not distribute or introduce computer viruses, worms, trap doors, back doors, timers, clocks, counters, or other limiting routines, instructions, or designs, or any software intended to damage or alter a computer system or the Atlas Technology; (vii) will not use “auto-responders”, “cancel-bots”, or other similar mechanisms that generate excessive network traffic; and (viii) will not create a false identity or forged email address or header or otherwise attempt to mislead others as to the identity of the sender or the origin of the message.
D. If Client requests Atlas to provide access to the OBT or other Atlas Technology, to Client or Client’s personnel, Atlas may grant the request at Atlas’s sole discretion. If access is granted, Client will notify Atlas in writing: (i) of the specific Client personnel entitled to have access and the level of access; and/or (ii) should the Client personnel mentioned in Section (i) cease to be entitled to the access for any reason or should any other change in the access for such personnel occur.
E. Client agrees that Client and its travelers will: (i) comply with any Atlas security requirements and instructions related to the login accounts to access the OBT or other Atlas Technology; (ii) remain solely responsible and liable for all use and actions in connection with their logins and passwords provided to access the OBT or other Atlas Technology; (iii) be solely responsible for all equipment, configurations, setups, and connections utilized to login and use Atlas Technology, (iv) not use, process, or disclose any of the information in Atlas Technology, except as necessary to fulfil Client’s business purposes and for such other lawful purposes as may be deemed appropriate by Client.
F. Client is solely liable for: (i) changes and/or cancellations of the Services by travelers, (ii) debit memos caused by the actions of travelers for a period of two years beyond the Term of this Agreement, (iii) fraudulent bookings, (iv) payment for all Services ordered through OBT, including purchases made on behalf of guests (where permissible), (v) tariff or airline ticketing rule violations, and (vii) unauthorized use or disclosure, and breach of any information obtained through Client access rights granted in paragraph E.
A. Except as set forth in this Attachment, Atlas makes no warranty, either express, implied, written, or oral with respect to the Atlas Technology which is provided “AS IS” and Atlas specifically disclaims any and all implied warranties of merchantability or fitness for a particular purpose.
B. Certain Atlas Technology may contain hyperlinks to third party websites. Atlas has no influence on the design or content of such websites. Atlas IS NOT LIABLE FOR: (i) THE ACCURACY, COMPLETENESS OR QUALITY OF INFORMATION OR SERVICES PRESENTED ON THIRD PARTY WEBSITES; (ii) THE FUNCTIONALITY, USABILITY AND CONTINUOUS AVAILABILITY OF THIRD-PARTY WEBSITES; OR (iii) CONTENT OF THE WEBSITES OF THIRD PARTIES.
C. Atlas is not responsible for: (i) fluctuation in price or change in schedule or equipment or accommodations for any Service that occurs subsequent to payment for such Service; (ii) the order in which flights or other travel information are displayed based on factors such as negotiated rates, identity of the travel supplier, or traveler preferences, provided that available flights or content are consistent with Client’s Travel Policy; (iii) other information provided by any OBT, automated airline or other reservation system; (iv) unscheduled maintenance, system outages or other access issues in connection with any Atlas Technology that is beyond the control of Atlas.
A. The implementation, functionalities, and settings of an OBT (or other Atlas Technology) are Client specific. Therefore, discussion between Client and Atlas technical departments/implementation teams is required.
B. In addition to other rights and remedies under this Agreement, Atlas is entitled to permanently or temporarily, restrict or suspend access to Atlas Technology due to the violation of the terms of this Attachment, in the event of unauthorized use or misuse of the Atlas Technology or in the event Atlas no longer has the right to license and/or provide access to such Atlas Technology.