Terms and Conditions

These terms of service (“Terms”), together with any Service Order, form a legal agreement (“Agreement”) between you (including, if applicable, any legal entity that you represent or act for) (“Customer”) and AirRetailer Technology LLC. (“AirRetailer”) and sets forth the terms and conditions governing Customer’s access to and use of the Services (as defined below). AirRetailer may amend these Terms from time to time with notice to Customer.

1. DEFINITIONS

1.1. “Affiliate” means, with respect to a party, any entity that is controlled by, controls, or is under common control with such party, where “control” means the ownership, directly or indirectly, of more than 50% of the shares entitled to vote for the election of directors.

1.2. “App” means any mobile application owned by AirRetailer that provides access to the Services.

1.3. “Booking Services” means the services provided by AirRetailer through the App or Site which includes, at a minimum, the functionality for Users to search for and book travel and to access 24/7/365 support, as well as administrative functionality including real-time reporting, traveler tracking, and (if applicable) corporate customer support.

1.4. “Confidential Information” means any written, machine-reproducible, and/or visual materials that: (a) are clearly labeled as confidential; (b) are identified as confidential at the time of their disclosure or in a writing provided within 30 days after disclosure; or (c) should reasonably be understood to be confidential given the nature and circumstances of disclosure; except that Confidential Information shall not include information that: (i) is or becomes publicly known through no act or omission of the receiving party; (ii) was in the receiving party’s lawful possession prior to the disclosure; (iii) is rightfully disclosed to the receiving party by a third party without restriction on disclosure; or (iv) the receiving party can demonstrate it independently developed with written evidence.

1.5. “Customer Data” means any personal data or payment information: (a) provided by the Customer or its Users into the Services, or (b) that Customer authorizes AirRetailer to collect from third parties that is related to Customer or its Users for the provision of the Services, such as Customer Card Transaction Data and Shared Information (defined in Section 5.2). Customer Data is the Confidential Information of Customer.

1.6. “Fees” means any fees paid by Customer to AirRetailer for the Services, as specified on an applicable Service Order, or as otherwise specified by AirRetailer. Fees do not include any monies paid by Customer for Travel Services (defined in Section 5.2), Reward Program Funds (defined in Section 5.4.1), or Charges (defined in Section 6.3).

1.7. “Implementation Services” means the services performed by AirRetailer to configure and launch the Services for use by Customer and its Users, as further described in the Service Order.

1.8. “Intellectual Property Rights” means patent rights (including,0ithout limitation, patent applications and disclosures), copyrights, trade secrets, moral rights, know-how, and any other intellectual property rights recognized in any country or jurisdiction in the world.

1.9 “M&E Services” means services provided by AirRetailer or its Affiliates to manage meetings and events, such as estimating travel costs, booking group travel and other administrative or management services.

1.10. “PSP” means a third-party payment service provider through which Customer agrees to receive AirRetailer Payment Services.

1.11. “PSP Terms” means the agreement(s), if any, between Customer and a PSP.

1.12. “Request” is a single support request, whether addressed across one or multiple interactions (e.g., email messages, calls).  For clarity, a single Trip may have more than one Request.

1.13. “Service(s)” means the services provided by AirRetailer through the App or Site (which may include a combination of Booking Services, AirRetailer Expense Management Services, AirRetailer Connect Services and AirRetailer Payment Services), as well as any separate professional services, such as Implementation Services, M&E Services and Success Services. The scope of the Services purchased by the Customer may be further described in an applicable Service Order.

1.14. “Site” means the AirRetailer website that provides access the Services, currently located at https://app.AirRetailer.com/.

1.15. “User” means an employee, advisor, contractor, or agent of Customer, or other individual authorized by Customer, that has: (a) been assigned a unique username-password combination by Customer to use the Services; or (b) registered an account to use the Services.

2. SCOPE

2.1. All AirRetailer offers, quotations and Agreements are exclusively subject to these T&C. The Customer with whom a contract has been concluded on the basis of these T&C agrees to their applicability to future and/or follow-up agreements with AirRetailer. 

2.2. AirRetailer explicitly rejects any general terms and conditions or terms and conditions of purchase used by the Customer as well as any provisions deviating from these T&C, unless these have been explicitly accepted by AirRetailer in writing. 

2.3. If, for whatever reason, any stipulation or a part thereof in the T&C has no binding effect or only a partially binding effect, this shall not affect the validity of the remaining stipulations in the T&C or the remaining part of the relevant stipulation. In that event, AirRetailer will be permitted to apply a replacement stipulation that is legally permissible and that is as close as possible to the purport and content of the void or non-binding stipulation.

2.4. The T&C also serve for the benefit of third parties engaged by AirRetailer for the Agreement or its performance. 

3. OFFER AND FORMATION OF THE AGREEMENT

3. 1. All offers made by AirRetailer are subject to contract unless explicitly stated otherwise. Offers made by AirRetailer may not be reproduced or disclosed to third parties without AirRetailer’s consent. 

3.2. Unless explicitly stated otherwise, documentation provided by or on behalf of AirRetailer with the offer or after conclusion of the Agreement, including information and advice, is subject to contract. 

3.3. Agreements as well as changes thereto are concluded by written or electronic confirmation or order confirmation by AirRetailer. Furthermore, an Agreement is concluded because AirRetailer fully or partially performs an assignment given by the Customer without prior confirmation and/or provides Software to the Customer. 

3.4. Arrangements made or Agreements concluded with AirRetailer employees are not binding upon AirRetailer unless they have been explicitly confirmed by AirRetailer. An oral offer and/or promise made by AirRetailer or one of its subordinates is also not binding unless it has been explicitly confirmed in writing by AirRetailer. 

3.5. AirRetailer is at all times entitled to refuse orders and/or assignments or to attach further conditions to the delivery and/or performance. 

4. RIGHT OF USE AND INTELLECTUAL PROPERTY RIGHTS

4.1. All intellectual property rights to the Software and/or accessories, including but not limited to advice, designs, documentation, quotations, etc., are vested exclusively in AirRetailer or its suppliers/licensors. 

4.2. By concluding the Agreement, AirRetailer grants the Customer the non-exclusive and non-transferable right to use the Software. This right of use is strictly personal, not transferable, not pledgeable and not sub-licensable. 

4.3. The right of use ends upon termination of the Agreement. 

4.4. The Customer has no right to and no access to the source code of the Software. 

4.5. The data that the Customer stores or processes by means of the Software is and remains the property of the Customer or its suppliers. The Customer grants AirRetailer a right of use with regard to these data for, among others, performance of the Agreement, development of the Software and in the event that AirRetailer is obliged to take cognizance of the data concerned under a statutory provision or a court order. 

5. OBLIGATIONS ON THE APRT OF AIRRETAILER

5.1. AirRetailer has an obligation to perform to the best of its ability to make and keep the Software available via the internet and to have it function properly, but can and will never guarantee that the Software is available at all times, continuously and without malfunctions. 

5.2. Target times specified by AirRetailer for the provision of Services, delivery and/or provision of the Software are always approximate and are never final target times for AirRetailer, unless explicitly agreed otherwise in writing. 

5.3. If AirRetailer exceeds any target time, AirRetailer will only be in default after written notice of default. 

5.4. AirRetailer has the right to temporarily decommission the Software or parts of it for maintenance, modification or improvement. AirRetailer will endeavor to have such decommissioning take place outside office hours as much as possible and will undertake to inform the Customer, if necessary, in a timely manner of the planned decommissioning and the expected duration, but cannot guarantee this and is never liable for damage in connection with such decommissioning. 

5.5. AirRetailer undertakes to keep the Software up to date. However, AirRetailer may be dependent on its supplier or suppliers for this. AirRetailer is entitled to refrain from installing certain updates or patches if, in its opinion, this does not benefit the correct operation of the Software or is not in the interest of the Customer. 

5.6. AirRetailer will respond as quickly as possible to any request for support. A response is defined as a confirmation of receipt of the request with substantive feedback and an announcement of the action that AirRetailer will take and the resolution time (if applicable). After the request has been received and the response has been given, AirRetailer will work on a solution to the request. The solution will be made available within a reasonable term. 

5.7. The times stated by AirRetailer for responding or providing a solution are target times and indicative only. Although AirRetailer endeavors to meet these at all times, no guarantees are given that a response or solution will actually be delivered within these target times. There is no liability for damage resulting from failure to meet a target time. 

5.8. AirRetailer will make temporary backups of data stored by means of the Software for the purpose of contingency management. Upon request and against payment of a reasonable fee, AirRetailer will make a copy of these data available for use in other systems, to the extent that this is technically possible. 

6. ACCOUNT IMPLEMENTATION

6.1. Employer Account. To access the features of the Services, Customer must register for an account on AirRetailer Site or App. Customer is responsible for: (a) maintaining the confidentiality of its account access credentials and the access credentials of Users; and (b) the security of the systems and networks that it uses to access the Services. To the extent allowed by law, Customer accepts responsibility for all activities authenticated through its access credentials. If Customer has reason to believe that its Account is no longer secure, then it shall notify AirRetailer as soon as possible.

6.2. Implementation Services. AirRetailer will provide the applicable Implementation Services, as described in the Service Order, to enable Customer to use the Services.

7. BOOKING SERVICES

7.1. Algorithm. The Booking Services make use of certain proprietary algorithms (collectively, the “Algorithm”) that take into account factors such as Customer policy, User profiles and behavior, current market conditions, and other relevant factors to determine dynamic travel policy limits, market price, Price to Beat, Rewards availability and amounts, sorting of Travel Services results, availability of special products and discounts, or other features. The Algorithm does not determine or affect the price of any Travel Services. Customer acknowledges that the Algorithm is a dynamic feature of the Booking Services and may display different results in connection with different Users, locations, travel dates, and other search and profile elements.

7.2. Travel Services. Through the Booking Services, Customer and its Users may purchase services (“Travel Services”) from third-party providers of travel and related services, such as airlines, hotel operators, rail companies, travel inventory aggregators, travel networks and agencies, and car rental agencies (“Travel Provider(s)”). In order to facilitate the purchase of Travel Services, Customer and the User authorize AirRetailer to submit information, such as the personal information of the User, and the applicable payment information (collectively, the “Shared Information”) to the Travel Provider to the extent required by the Travel Provider or requested by Customer or its Users. For example, to facilitate a User’s purchase of an airline ticket, AirRetailer may provide the User’s name, other identifying information, and payment information to the airline.

7.2.1. AirRetailer is not responsible for the provision of Travel Services and does not guarantee the correctness of any material, information, or results made available to Customer by or from Travel Providers, and the presentation of travel inventory through the Booking Services does not constitute a binding contract offer by AirRetailer or the respective Travel Provider. Customer acknowledges and agrees that: (a) the purchase of Travel Services may be subject to the terms and conditions, agreements (such as contract of carriage), and privacy and security policies of the specific Travel Provider selected by the User; and (b) the use of Travel Services will be subject to Customer’s and Users’ compliance with applicable law, including US export and sanctions laws and regulations . Customer and its Users are solely responsible for, and assume all risk arising from, the selection, use, and receipt of any Travel Service. Customer is responsible for the accuracy of all Shared Information provided to AirRetailer. AirRetailer will use reasonable measures to ensure the accuracy of information it transmits between the User and the Travel Provider in a booking transaction.

7.2.2. AirRetailer takes commercially reasonable measures to check the accuracy of the information and description of the Travel Services displayed on the Booking Services (including, without limitation, the pricing, photographs, list of hotel amenities, general product descriptions, etc.); however, AirRetailer does not guarantee the accuracy or completeness of such information, as provided by Travel Providers. AirRetailer will not be liable for any errors or other inaccuracies relating to the Travel Services except to the extent such errors are caused by or introduced by an act or omission of AirRetailer. AirRetailer reserves the right to correct any pricing errors on the Booking Services and/or pending reservations made under an incorrect price.

7.2.3. AirRetailer will not be liable for the performance of any Travel Service, any loss or injury to any User resulting from a Travel Service, or any unauthorized use, disclosure, or misuse of any Shared Information by a Travel Provider.

7.2.4. Travel Risk. By offering reservations for Travel Services via the Booking Services, AirRetailer does not represent or warrant that travel to such areas is advisable or without risk and is not liable for damages or losses that may result from travel to such destinations. The Travel Providers are not agents, subcontractors, or employees of AirRetailer. AirRetailer disclaims all liability relating to the actions or inactions of Travel Providers or to any Travel Services, including any actions or inactions that result in any personal injuries, death, property damage, or other damages to Customer or a User. AirRetailer has no liability to Customer or its Users and will make no refund in the event that any delay, cancellation, overbooking, strike, Force Majeure Event, or other cause impacts any Travel Services.

8. PAYMENT SERVICES

If Customer elects, in its sole discretion, to use any AirRetailer Payment Services, the terms in this Section 6 will apply.

8.1. Customer Charges.  Customer is responsible for all charges to Cards and any other payments made via the AirRetailer Payment Services ("Charges"), and Customer will establish and maintain controls designed to ensure that the AirRetailer Payment Services are only used for bona fide Customer purposes. All Charges must be for business purposes, not for personal, family or household purposes. As part of onboarding, Customer will provide its bank account information to AirRetailer for purposes of payment. Customer agrees that AirRetailer may save such bank account information and that payments for Charges shall be made in accordance with the payment method indicated on the applicable Service Order and with this Section 6. Charges made in a currency other than the issuing currency of any AirRetailer Payment Services card, may incur additional Fees, as specified on a Service Order.

8.2. Disputes.  If Customer disputes a Charge, it should first attempt to resolve that dispute with the merchant that initiated the Charge. If Customer and the merchant are unable to resolve the dispute, Customer may submit a chargeback of the Charge through its AirRetailer account. Customer acknowledges that chargebacks are subject to the card network rules, card networks' procedures for resolving chargebacks may require Customer to provide details or documentation regarding the disputed Charge, and Customer may not be able to successfully chargeback a Charge.

8.3. Invoicing and Payment.  AirRetailer shall provide a statement to Customer listing the Charges incurred during the statement period. Customer consents to electronic notification and distribution of statements, and AirRetailer shall send Customer an email notification that provides Customer with access to each statement. Payment terms for all Charges are set forth in the applicable Service Order. All Charges will be paid by bank transfer, in the currency indicated in the applicable Service Order.

8.4. Suspension of AirRetailer Payment Services.  AirRetailer may suspend or terminate Customer’s access to AirRetailer Payment Services at any time and for any reason without prior notice. Any Charges or other Customer payment obligations that precede termination of AirRetailer Payment Services for any reason will survive such termination. If AirRetailer suspends the AirRetailer Payment Services and Customer subsequently cures, to AirRetailer’s satisfaction, the reason for the suspension (or the cause of the suspension is otherwise resolved to AirRetailer’s satisfaction), AirRetailer will promptly restore Customer’s access to the AirRetailer Payment Services.

9. PAYMENTS; TAXES; RIGHT TO DISPUTE PAYMENTS

9.1. Payment of Fees. Customer shall pay the Fees as set forth by AirRetailer in accordance with this Agreement, using the method described therein or as selected by Customer on the AirRetailer Site (if applicable). Customer is responsible for maintaining complete and accurate billing and contact information and notifying AirRetailer of any changes to such information. AirRetailer may set off any amounts that Customer owes AirRetailer against any amounts that AirRetailer owes Customer.

9.2. Payment by Bank Transfer. Where Customer makes any payment by bank transfer (as will be indicated in the Service Order), Customer shall maintain sufficient funds or credit in its designated account(s) to cover and timely make such payments, and shall direct its financial institution to authorize such payments. Customer shall reimburse AirRetailer for any bank charges incurred by AirRetailer if a payment is denied due to insufficient funds. The parties shall follow the process required for each payment method. For example:

9.3 Late Payments. If AirRetailer is unable to obtain payment of any Fees or Charges via the payment information on file or if payment of Fees or Charges is otherwise overdue, AirRetailer may, in its discretion: (i) apply interest on past due amounts at the rate of 1.5% per month, but in no event greater than the highest rate of interest allowed by law, calculated from the date such amount was due until the date that payment is received by AirRetailer; (ii) debit from Customer’s Reserve Amount, if applicable; and/or (iii) suspend Customer’s access to the Services if Fees or Charges remain overdue after reasonable notice (no less than 14 days for Fees; no less than 3 days for Charges) is provided to Customer. Except as otherwise set forth in an applicable Service Order, Fees and Charges are non-refundable.

9.4. Disputed Fees or Charges. AirRetailer shall not pursue its rights under Section 8.6 with respect to Fees or Charges that are under a reasonable, good faith dispute, which Customer is cooperating diligently to resolve. Customer may dispute any Fees or Charges by contacting ar@AirRetailer.com within 30 days after the Fees or Charge are invoiced or are posted to Customer’s account (as applicable). AirRetailer will review and address the dispute in its reasonable discretion. Fees and Charges not disputed within the 30 days will be deemed to have been accepted by Customer.

10. OWNERSHIP

10.1. AirRetailer Property. As between AirRetailer and Customer, the Services, Site, App, and Software (and all copies of the Software), and all related Intellectual Property Rights are and will remain the exclusive property of AirRetailer or its third-party licensors, including visual interfaces, graphics, design, compilations, computer code (both source code and object code), and all other elements of the Services, Site, App, and Software. AirRetailer reserves all rights not expressly granted in the Agreement.

10.2. Customer Feedback. If Customer or its Users submit suggestions, ideas, comments, or questions containing product feedback about or posted through the Services (“Feedback”), Customer grants AirRetailer and its Affiliates a worldwide, non-exclusive, royalty-free, perpetual, and irrevocable right to use (and full right to sublicense), reproduce, modify, adapt, publish, translate, create derivative works from, distribute, transmit, and display such Feedback in any form. For clarity, Feedback shall not contain Customer Confidential Information, including Customer Data, and shall not reference or identify Customer or its Users. Customer shall have no intellectual property right in the Services as a result of AirRetailer’s incorporation of Feedback into the Services.

11. CONFIDENTIALITY AND SECURITY

11.1. Confidentiality Obligations. During the Term of the Agreement, neither party shall make the other’s Confidential Information available to any third party or use the other’s Confidential Information for any purposes other than exercising its rights and performing its obligations under the Agreement. Neither party shall disclose Confidential Information except to such party’s advisors, accountants, attorneys, investors (and prospective investors), and prospective acquirers that have a reasonable need to know such information, provided that any such third parties shall, before they may access such information, either (a) execute a binding agreement to keep such information confidential or (b) be subject to a professional obligation to maintain the confidentiality of such information. Each party shall take all reasonable steps to ensure that the other’s Confidential Information is not disclosed or distributed by its employees or agents in violation of the terms of the Agreement, but in no event will either party use less effort to protect the Confidential Information of the other party than it uses to protect its own Confidential Information of like importance. Each party will ensure that any agents or subcontractors that are permitted to access any of the other’s Confidential Information are legally bound to comply with the obligations set forth herein. Notwithstanding the foregoing, Confidential Information may be disclosed as required by law. The receiving party must provide (to the extent permitted by applicable law) the disclosing party with sufficient advance notice of the request for the information to provide the disclosing party an opportunity to exercise any rights it may have to challenge or limit the disclosure of Confidential Information.

11.2. Post-Termination Obligations. The receiving party’s obligations to guard the disclosing party’s Confidential Information will survive for a period of 5 years after expiration or termination of the Agreement, except that personal information within a party’s reasonable control shall be kept confidential in perpetuity until such personal information is returned or deleted. The receiving party may retain an archival copy of the Confidential Information to the extent necessary to comply with applicable law or archival policies, provided that such retained Confidential Information will remain subject to all confidentiality obligations under the Agreement.

11.3. Security Obligations. AirRetailer maintains appropriate information security practices for AirRetailer’s systems used to provide Services, including reasonable security procedures and practices appropriate to the nature of the information, to prevent unauthorized access to, or use or disclosure of, any Customer Data (a “Security Incident”). AirRetailer shall promptly notify Customer of any confirmed Security Incident that has impacted Customer Data, and investigate and remediate any such Security Incident. For Security Incidents arising out of AirRetailer’s negligence or failure to apply commercially reasonable security practices, AirRetailer shall be responsible for (i) costs of government or regulatory fines, and (ii) if Customer reasonably determines that it is required by applicable law to provide notice and/or credit monitoring or identity protection to any User and/or to provide notice to any governmental entity, costs associated with any such notices or identity protection (collectively, “Breach Costs”). AirRetailer will not be responsible for Breach Costs related to a Security Incident to the extent the Security Incident was caused by Customer or its Users.     

12. WARRANTY AND DISCLAIMER

12.1. Warranty for Services. AirRetailer warrants that it shall provide the Services in a professional and workmanlike manner, in material compliance with the terms of this Agreement, applicable industry standards, and all applicable laws.

12.2. Customer Use and Data. AirRetailer will have no liability for any claims, losses, or damage caused by errors or omissions in any information provided to AirRetailer by third parties, Customer, or by any User in connection with the Services. AirRetailer is under no obligation to edit or control Customer Data that Customer imports to the Services. AirRetailer may, at any time without prior notice, remove any Customer Data that violates the Agreement or applicable law, or which violates the rights of a third party or AirRetailer. AirRetailer will have no liability associated with any acts taken by Customer or a User in violation of the Acceptable Use Policies described in Section 4.5, such as a User’s misuse of Customer’s corporate credit card or violation of Customer’s travel and expense policies. Through the Services, Customer or its Users may receive advice or information (“Content”), which may be provided with the assistance of a large language model or similar machine learning technology. Such Content may be incomplete or inaccurate and is not a substitute for independent analysis or professional advice. AirRetailer will have no liability for any use of or reliance on Content.

12.3. General Disclaimer. Except as provided in Section 11.1, AirRetailer makes no representations or warranties of any kind, express, implied, statutory, or otherwise, and AirRetailer specifically disclaims any warranty that the Services will be error free or uninterrupted, or that all errors will be corrected. AirRetailer further disclaims any warranties with respect to the Services as to merchantability, accuracy of any information provided, fitness for a particular purpose, or non-infringement. AirRetailer further disclaims any warranties arising from course of dealing or usage of trade. No advice or information, such as tax advice and reporting responsibilities, whether oral or written, regardless of the source, will constitute professional advice or create any warranty not expressly stated in the Agreement. Where applicable law does not allow the exclusion of certain warranties in certain circumstances, the disclaimers in this Section 11.3 and elsewhere in the Agreement shall be construed to comply with such applicable law.

13. TERM AND TERMINATION

13.1. Term. The term of the Agreement shall be as set forth in the applicable Service Order (“Term”).  The Agreement shall commence on the date set forth in the Service Order (or, if no Service Order is in place, then on the date that AirRetailer notifies Customer that it has approved Customer to begin using the Services) and shall continue until it expires or is earlier terminated as provided in the Agreement. Commencement of the Services shall be determined by the Parties and included in the applicable Service Order. Except as otherwise specified in the applicable Service Order, the Term shall automatically renew for additional periods equal to the expiring Term unless either party gives the other notice of non-renewal at least 30 days before the end of the expiring Term. AirRetailer reserves the right to increase any Fees upon automatic renewal, provided the increase is not more than 5% per annum. 

13.2. Termination for Cause. If either party commits a material breach of its obligations in the Agreement or any Service Order (including payment obligations), the non-defaulting party may give written notice to the defaulting party specifying the nature of the default, and if such default is not remedied, or substantial efforts are not made to remedy such default, within 30 days from the receipt of such notice, then the non-defaulting party shall have the right to immediately terminate the Service Order or Service relating to the breach, and any other Service Orders shall continue in full force and effect. If Customer terminates in accordance with the Agreement, Customer will be entitled to a pro-rated refund of unused, prepaid Fees as of the date of termination.

13.3. Termination for Insolvency. Notwithstanding anything set forth above, either party may terminate the Agreement immediately by providing written notice to the other party in the event the other party becomes insolvent, makes an assignment for the benefit of creditors, ceases to do business, or if any bankruptcy, reorganization, arrangement, insolvency, liquidation proceeding, or other proceeding under any bankruptcy or other law for the relief of debtors is instituted by or against such party.

13.4. Rights and Obligations Upon Expiration or Termination. In no event shall any termination or expiration relieve Customer of the obligation to pay any undisputed Fees or Charges payable to AirRetailer for the period prior to the effective date of termination or expiration. Provided AirRetailer is not terminating for cause and upon Customer’s request, AirRetailer will reasonably cooperate with Customer in a wind-down of Services prior to termination of a Service or of the Agreement. Customer shall be responsible for downloading any Customer Data and/or reporting available within the Services prior to the date of expiration or termination. Upon expiration or termination of the Agreement: (a) Customer’s right to access and use the Services will immediately terminate; (b) Customer and its Users shall immediately cease all use of the Services; (c) AirRetailer shall cease use of the Customer Marks within a reasonable time; and (d) each party shall delete or return, and make no further use of, any Confidential Information, materials, or other items belonging to the other party.

14. LIMITATION OF LIABILITY

14.1 Consequential Damages Waiver. In no event shall either party be liable to the other party for any incidental, special, punitive, cover, consequential, or other indirect damages, including loss of income, data, profits, revenue or business interruption, or cost of substitute services, or other economic loss, whether or not such party has been advised of the possibility of such damages, and regardless of the theory of liability.

14.2 Limitation of Liability.  Except for Customer’s obligation to pay Fees and Charges, in no event will either party’s aggregate liability in connection with the Agreement exceed the total Fees paid or payable by Customer in the 12 month period before the claim first arose, regardless of the theory of liability. If the Agreement has been in effect for less than 12 months, the total Fees paid or payable shall be annualized.

14.3 Exceptions. The limitation of liability in Section 14.2 does not apply to: (a) AirRetailer’s obligation to pay Breach Costs (as defined in Section 10.3); (b) either party’s indemnification obligations as provided in Section 13; or (c) either party’s breach of confidentiality obligations under Sections 10.1 and 10.2 (collectively, “Excluded Damages”). With respect to Excluded Damages, in no event will either party’s aggregate liability to the other party exceed 5 times the total Fees paid or payable in the 12 months  before the claim first arose, regardless of the theory of liability. If the Agreement has been in effect for less than 12 months, the total Fees paid or payable shall be annualized. No limitation of liability will apply to willful misconduct, fraud or other damages that cannot be limited by applicable law.