Effective August 24, 2023

Please read these United for Business Standard Terms and Conditions (these “Terms”) carefully, as they govern any and all use of the Travel Values (as defined below).  By entering into a Commercial Offer with United Airlines, Inc. (“United”), you agree to be bound by these Terms.  The terms “you,” “your” and “Customer” refer to the customer that has entered into a Commercial Offer with United.  You and United are each referred to individually herein as a “Party” and collectively as the “Parties”.

1. CHANGES TO THESE TERMS. UNITED RESERVES THE RIGHT TO ADD, MODIFY, OR DELETE ANY TERMS OR CONDITIONS OF THESE TERMS OR ANY COMMERCIAL OFFER UPON SIXTY (60) DAYS’ PRIOR NOTICE TO CUSTOMER, PROVIDED THAT CUSTOMER MAY TERMINATE ANY COMMERCIAL OFFER PRIOR TO THE DATE OF SUCH NOTICE BECOMING EFFECTIVE.

2. DEFINITIONS.

2.1. “Affiliate” means entities that, directly or indirectly, control, are controlled by, or are under common control with a Party; provided that, in the case of a Customer Affiliate, any entity that would otherwise be an Affiliate hereunder, but is a party to any United corporate discount agreement separate from a Commercial Offer, is deemed not to be an Affiliate for purposes of such Commercial Offer.  Control means greater than 50% ownership interest in an entity or the power to direct the management of an entity.

2.2. “Agency of Record” means authorized ticketing location(s) (e.g., travel management company) appointed by Customer, and approved by United, to issue tickets against a Commercial Offer on behalf of Customer and for Customer’s Eligible Travelers.

2.3. “ARC” means Airlines Reporting Corporation.

2.4. “Booking Information” means information applicable to an Eligible Flight reservation made by an Eligible Traveler pursuant to a Commercial Offer (e.g., date and time, flight number, origin, and destination).

2.5. “Break from Business” means the United Break from Business program that provides discounted fares to Eligible Travelers for personal travel.

2.6. “BSP” means the IATA Billing and Settlement Plan.

2.7. “Commercial Offer” means a Commercial Offer by and between Customer and United under which United provides to Customer certain Travel Values in exchange for Customer providing to United certain United Value Drivers.

2.8. “CRS” means a computer reservation system.

2.9. “DDS” means IATA’s Direct Data Solutions product.

2.10. “Data Privacy Policy” means United’s Customer Data Privacy Policy which can be found at https://www.united.com/ual/en/us/fly/privacy.html.

2.11. “Discounted Fares” means a Travel Value provided by United to Customer pursuant to a Commercial Offer consisting of either a Percentage Discount applied to the fare applicable to a specific Flight subject to a Valid Carrier Combination and/or a Fixed Fare. 

2.12. “Electronic Data Release Authorization” or “eDRA” means the ARC Data Connect Release Form, or such other electronic data release authorization (as applicable), authorizing Customer’s Agency of Record to release Travel Data to United for measuring and tracking Customer’s performance under a Commercial Offer.

2.13. “Eligible Flight” has the meaning given to such term in the applicable Commercial Offer or as otherwise agreed to by United and Customer from time to time.

2.14. “Eligible Traveler” means any individual traveling for business purposes on behalf of Customer (and/or for business on behalf of Customer’s Affiliates that are designated as eligible to receive Travel Values in the applicable Commercial Offer) whose transportation has been paid for, or reimbursed, by Customer (or the Affiliate).

2.15. “Fixed Fare” means corporate discount fares filed for a specified period of time, usually one (1) year with no change in the fare, on a specified origin and destination granted to Customer pursuant to a Commercial Offer.  Fixed Fares are exclusive of any taxes and surcharges and are provided to Customer at the time of ticketing.

2.16. “Flight” means a one-way true origin and destination flight itinerary.  Example 1: The passenger originates at FRA and flies nonstop to ORD, their destination.  FRA/ORD is a true origin and destination flight itinerary.  Example 2: The passenger originates at FRA, flies nonstop to ORD, and connects to IAH, their destination.  FRA/IAH is a true origin and destination flight itinerary.  Example 2 connection time parameters are determined by United.

2.17. “GDS” means global distribution system.

2.18. “IATA” means the International Air Transport Association.

2.19. “MileagePlus^®” means United’s MileagePlus^® loyalty program.

2.20. “MileagePlus^® Incentive Strategy” means a strategy jointly designed and implemented by Customer and United that promotes MileagePlus^® in an effort to increase membership in MileagePlus^® among Eligible Travelers.

2.21. “MileagePlus^® Target” means the target percentage of total MileagePlus^® enrollment among Eligible Travelers based on tour-coded bookings, as mutually agreed upon by the Parties under a Commercial Offer.

2.22. “Mobile App” means United’s customer-facing mobile application (as designated by United from time to time).

2.23. “Mobile App Incentive Strategy” means a strategy designed and implemented by Customer that promotes the Mobile App in an effort to increase downloads and utilization of the Mobile App by Eligible Travelers.

2.24. “Mileage App Target” means Customer’s targeted percentage of total MileagePlus^® enrollment among Eligible Travelers based on tour-coded bookings, as mutually agreed upon by the Parties under a Commercial Offer.

2.25. “OBT” means online booking tool.

2.26. “Participating Carrier” has the meaning given to such term in the applicable Commercial Offer or as otherwise agreed to by United and Customer from time to time.

2.27. “PaxIS” means IATA’s Passenger Intelligence Services product.

2.28. "Percentage Discount” means a “percent-off” discount provided to Customer on applicable base published fares (exclusive of any taxes and surcharges) for Eligible Flights at the time of ticketing.

2.29. “Performance Data” means data derived from the tracking and/or monitoring of Customer’s performance under a Commercial Offer.  Performance Data also includes data derived from the tracking or monitoring of a Customer Affiliate’s performance under a Commercial Offer.

2.30. “Prepaid Funds” means amounts to be deposited by Customer into the UATP Account for use by Customer pursuant to a Commercial Offer.

2.31. “Ticketing Instructions” means the ticketing instructions that apply to the use of Discounted Fares pursuant to a Commercial Offer.  The Ticketing Instructions are referenced in Exhibit A to the applicable Commercial Offer.

2.32. “Travel Data” means Customer’s worldwide air travel spend by segment for all airline travel by Customer’s Eligible Travelers in the format and frequency shown in the EDRA, irrespective of operating carrier, Flight, method of ticketing, or application of Travel Values.

2.33. “Travel Values” means negotiated group fares, discounts, amenities, rebates, bookings, services, deliverables and added benefits provided by United to you under a Commercial Offer for the benefit of Eligible Travelers.

2.34. “UATP Account” means a Universal Air Travel Plan account.

2.35. “United Corporate Preferred” means the multi-level United Corporate Preferred benefit program where Eligible Travelers receive day-of-travel benefits such as preferred standby, preferred upgrades, and preferred seat protection.  

2.36. “United for Business Credits” or “United Jetstream Funds” means credits that are provided by United to Customer under a Commercial Offer which may be applied towards the purchase of United services and products.  

2.37. “United for Business Portal” means the United Jetstream/United for Business online product portal where Customer can view and use soft-dollar amenity values and consume spend/savings reporting all in one place. 

2.38. “United Global Services^® status” means United’s invitation-only MileagePlus^® Premier^® status that provides members access to certain benefits, such as enhanced upgrade priority, priority boarding, and a dedicated customer service hotline.  

2.39. “United Global Services^® Nomination” means the ability of Customer to nominate a specific named Eligible Traveler with United Global Services^® status.  

2.40. “United Value Driver” means a value driver provided by Customer to United under a Commercial Offer.  

2.41. “USD” means United States Dollar.  

2.42. “Valid Carrier Combinations” means the combination of carriers operating segments of a Flight that are in satisfaction with the requirements of a Travel Value.  

3. USE OF TRAVEL VALUES.

3.1. United shall provide to you, for the benefit of Eligible Travelers, the Travel Values set forth in a Commercial Offer subject to these Terms and the terms and conditions of the applicable Commercial Offer. Any deviation from these Terms shall be specified in the Commercial Offer and shall only alter the obligations of the Parties with respect to the specific Travel Values referenced therein.

3.2. Notwithstanding anything to the contrary contained in these Terms or in any Commercial Offer, you hereby acknowledge and agree that nothing in these Terms or in any Commercial Offer shall be deemed or construed to govern United’s provision of passenger air travel services to you or to any Eligible Travelers, and that all such passenger air travel services are provided pursuant to United’s Contract of Carriage, as may be updated from time to time without notice (the “Contract of Carriage”).  Further, United is under no obligation under these Terms or under any Commercial Offer to add or maintain any particular flights or routes, make available any particular classes of travel or other inflight amenities, or provide any ticketing services to you or to any Eligible Travelers. The Contract of Carriage is available at https://www.united.com/en/us/fly/contract-of-carriage.html.

3.3. Use of the Travel Values in violation of these Terms or the applicable Commercial Offer, the Contract of Carriage, or United’s booking and ticketing policy may result in termination of such Travel Values, in addition to any other remedies available to United at law or in equity.

4. UNITED FOR BUSINESS CREDITS (UNITED JETSTREAM FUNDS). Customer may use United for Business Credits in accordance with the following terms and conditions:

4.1. United for Business Credits are exclusively available for use through Customer’s United for Business account.

4.2. United for Business Credits expire twelve (12) months from the date of deposit and will remain available to Customer for this 12-month period provided the applicable Commercial Offer remains in effect. Upon expiration, the United for Business Credits will revert to United and will no longer be available to Customer for use.

4.3. United for Business Credits may only be used in relation to Eligible Travelers.

4.4. United for Business Credits may only be used to purchase United products and services, as offered through Customer’s United for Business account. The price and availability of the United products and services available for purchase are subject to change without notice.

4.5. Additional terms and conditions may apply to the purchase and use of the United products and services available for purchase.

4.6. United for Business Credits may not be converted into cash.

4.7. Any United for Business Credits remaining at the termination of the Commercial Offer will revert to United and will no longer be available to Customer for use.

4.8. United reserves the right to limit the amount of United for Business Credits that Customer can use to purchase certain United products and services.

5. UNITED GLOBAL SERVICES^® NOMINATIONS.  The following terms and conditions apply to the Customer’s use of the Global Services Nominations, if applicable to the Commercial Offer:

5.1. Customer may use Global Services Nominations solely in relation to Eligible Travelers.  

5.2. Customer may award Global Services Nominations through its United for Business account.  

5.3. Once awarded, a Global Services Nomination may not be rescinded, reassigned, or terminated.  

5.4. Customer may not access information regarding the use of the Global Services Nomination by the individual nominee, or regarding the travel or ancillary purchases of the individual nominee.  

5.5. United’s Contract of Carriage, Data Privacy Policy, and MileagePlus^® terms and conditions apply to the award and use of each and every Global Services Nomination.

5.6. Additional terms and conditions may be applicable to the use of a Global Services Nomination.  

6. TAXABLE BENEFIT.  

You understand that you or Eligible Travelers may receive a taxable benefit equal to the fair market value of any Travel Values utilized pursuant to a Commercial Offer. As between you and United, you are solely responsible for, shall be and remain liable for, and shall indemnify United against, any fees, charges, penalties, interest, or other liabilities that are owed by, or may be imposed upon, you or Eligible Travelers in connection with these Terms and/or any Commercial Offer, including, without limitation, the furnishing by United of the Travel Values.  

7. TERM AND TERMINATION.  

7.1. These Terms shall commence and remain in effect until such time as there is no longer a Commercial Offer in effect.  

7.2. Either Party may terminate any Commercial Offer at any time for any reason upon thirty (30) days advance written notice to the other Party.  

7.3. Either Party may terminate any Commercial Offer, upon written notice to the other Party, if the other Party materially breaches any of its obligations under these Terms or under such Commercial Offer, and such breach is not remedied within five (5) business days after the terminating Party provides written notice to the other Party.  Notwithstanding the foregoing, United may immediately terminate any Commercial Offer, in whole or in part, in the event that Customer or any Eligible Traveler engages or attempts to engage, as United may determine in its sole discretion, in any activity that constitutes ticketing abuse, fraud, or violates or is otherwise contrary to these Terms or to any Commercial Offer.  

7.4. Customer may immediately terminate any Commercial Offer upon receipt of notice by United of changes to these Terms by providing written notice to United.  

8. EFFECT OF TERMINATION ON TRAVEL VALUES. Termination of a Travel Value shall not otherwise affect any previously accrued rights and obligations of the Parties, including, without limitation, any payments owed to United hereunder. Further, the terminated Travel Value shall continue to apply to any fully paid bookings confirmed as of the effective date of such termination.

9. CONFIDENTIALITY.  

9.1. Definition of Confidential Information.  As used herein, “Confidential Information” means proprietary information (in any form)  provided, directly or indirectly, by one Party (the “Discloser”) to the other Party (the “Recipient”) in connection with the Travel Values, these Terms or any Commercial Offer, whether prior to or after the effective date of these Terms, which at the time of disclosure: (i) is marked as being “Confidential” or “Proprietary”; (ii) is otherwise reasonably identifiable as the confidential or proprietary information of the Discloser; or (iii) under the circumstances of disclosure should reasonably be considered as confidential or proprietary information of the Discloser. Confidential Information will also include: (1) any Commercial Offer; (2) the fact that a Recipient has received Confidential Information; (3) the fact that conversations regarding the Travel Values are taking place; and (4) any analyses, compilations, studies or other documents prepared by the Recipient that contain any Confidential Information.

9.2. Exclusions from Confidential Information. The term “Confidential Information” does not include information which: (i) is or becomes available to the public other than as a result of a disclosure by the Recipient; (ii) was available to the Recipient on a non-confidential basis prior to its disclosure to it by the Discloser; or (iii) becomes available to the Recipient on a non-confidential basis; provided, in the case of subclauses (ii) or (iii), that the Confidential Information did not become available from a source which is prohibited from disclosing such Confidential Information by a contractual, legal or fiduciary obligation to the Discloser.  

9.3. Confidentiality Obligations. By entering into these Terms, the Parties agree that all Confidential Information will be held and treated in strict confidentiality by the Recipient and will not, without the prior written consent of the Discloser, be disclosed by the Recipient in any manner whatsoever, in whole or in part, except as hereinafter provided.  Moreover, each Party further agrees that the Recipient may disclose Confidential Information only to its Affiliates or any of its or their respective agents, directors, officers, counsel, accountants, representatives, members, advisors, or employees who: (i) have reason to use the Confidential Information in connection with the Travel Values; and (ii) in the case of Customer, have been made aware of your confidentiality obligations hereunder and will act in accordance herewith.  No Confidential Information will be supplied by the Recipient to any other person unless such person either agrees in writing to be bound by these Terms to the same extent as if a party hereto or enters into other written arrangements satisfactory to the Discloser.  The term “person” as used in these Terms shall be broadly interpreted to include, without limitation, any corporation, Customer, partnership, or individual. In addition, the Recipient will take all reasonable measures to restrain its Affiliates, independent contractors, or any such other persons benefitting from the Travel Values from prohibited or unauthorized disclosure or use of any Confidential Information, and the Recipient will be liable for any such disclosure or use by its Affiliates, independent contractors, or persons benefitting from the Travel Values, or any of its or their representatives.  

9.4. Notice. If the Recipient is required by a court of competent jurisdiction, a legislative or administrative body, or by applicable law, rule or regulation, to disclose any Confidential Information, it will provide the Discloser with prompt notice unless prohibited by law of any such requirement so that the Discloser may seek an appropriate protective order. The Parties agree that, in the event of any required disclosure pursuant to such legal process, the Recipient shall only be obligated to provide notice hereunder; the Discloser shall be solely responsible for objecting or taking any other action to prevent disclosure and shall bear all costs and expenses (including attorneys’ fees) it incurs in connection with such action.  If, in the absence of a protective order, the Recipient is, in the written opinion of its counsel (which may be in-house counsel), compelled to disclose Confidential Information, then it may disclose that portion of the Confidential Information required by the order of the court, legislative or administrative body, or by the applicable law, rule, regulation, or subpoena as reasonably determined by its counsel in writing that it is compelled to disclose, and such disclosure will not be deemed to be a violation of these Terms.  

10. UNITED MARKS; PUBLICITY.  

You and United hereby acknowledge that you may need to utilize United Marks (as defined below) in the performance of the Travel Values.  In connection therewith, the following terms and conditions shall apply:  

10.1. License by United.

You may only use United’s logos, trademarks, trade names, or service marks (collectively, “United Marks”) in connection with the Travel Values with United’s prior written approval, which United may grant, withhold, or revoke in its sole discretion; provided United acknowledges and agrees that any withholding or revocation of your use of United Marks may affect your ability to perform under these Terms or under any Commercial Offer and any such failure to perform shall not be deemed a breach by you to the extent caused by such withholding or revocation by United. Where United grants you the right to use United Marks, you may only use the applicable United Marks in the form and as directed by United.  Any and all uses of United Marks shall comply with all then-current brand guidelines made available by United, including those at https://brand.united.com/.  Except for the rights expressly granted in this Section 10, nothing in these Terms shall give you any right, title, or interest in United Marks or any other United intellectual property other than the right to use United Marks in accordance with these Terms.  

10.2. Restrictions on Use of United Trademarks. 

United shall have the right to terminate any license (including by revoking its consent) provided herein in whole or in part at any time and for any reason, in which event all of your right to use United Marks shall terminate, and you shall cease all use (including copying, reproduction, and display) of United Marks under these Terms; provided United acknowledges and agrees that any withholding or revocation of your use of United Marks may affect your ability to perform under these Terms or under any Commercial Offer and any such failure to perform shall not be deemed a breach by you to the extent caused by such withholding or revocation by United.  Upon expiration or termination of these Terms, or upon termination of the license granted by United, you shall: (i) cease all such use of United Marks, except to the extent permitted in writing by United under a separate agreement between the Parties; and (ii) ensure that all United Marks used on your webpages in connection with these Terms are removed, and that all brochures, documents, and other materials using any United Marks, in connection with these Terms, shall be withdrawn and returned to United or at United’s option, destroyed.  

10.3. Goodwill. 

Any goodwill generated through use of any United Marks shall inure solely to the benefit of United.  You shall not, and shall not assist or encourage any third party to: (i) contest or deny the validity of, or United’s right or title in or to, any United Marks; (ii) register, or attempt to register, any marks or other intellectual property that contains or is confusingly similar to any United Marks; (iii) register, or attempt to register, any domain name that contains or is confusingly similar to any United Marks; (iv) create, acquire, license, or support any internet keyword or search term that contains or is confusingly similar to any United Marks; or (v) if applicable, remove any trademark, patent, copyright, or other proprietary notices or markings from any materials provided by United.  

10.4. Publicity. 

Except as expressly set forth in this Section 10, you may not use United Marks or any likeness thereof or marks similar thereto, or refer to United or its Affiliates directly or indirectly, on any website or in any materials, including any promotional or marketing materials, advertising, press releases, or any other public disclosure relating to these Terms, without the written consent of United prior to each such use. Except as expressly set forth in this Section 14, United may not use your or your Affiliates’ logos, trademarks, trade names, or service marks, or any likeness thereof or marks similar thereto, or refer to you or your Affiliates directly or indirectly, on any website or in any materials, including any promotional or marketing materials, advertising, press releases, or any other public disclosure relating to these Terms, without your written consent prior to each such use.  

11. REPRESENTATIONS AND WARRANTIES.  

You represent and warrant that: (a) you have the right to enter into these Terms and to fully perform your obligations hereunder; (b) you are not a party to, and are not bound by or subject to, any instrument that would be breached as a result of entering into or performing under these Terms or any Travel Value; and (c) you will comply with all applicable laws in connection with the performance of your obligations and the exercise of your rights under these Terms.  

12. INDEMNIFICATION.  

You will defend, indemnify, and hold harmless United and its directors, officers, employees, agents, and assigns (collectively, the “United 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 (each, a “Claim”), that may be charged to, asserted against or incurred by any United Indemnified Party to the extent that they relate to or arise directly or indirectly out of these Terms or any Travel Value, including, but not limited to: (a) your or Eligible Travelers’ receipt or use of any Travel Values and the breach of your or Eligible Travelers’ obligations pursuant to Section 10 or Section 11 hereof; (b) your or Eligible Travelers’ negligence or willful misconduct under these Terms or under any Commercial Offer; (c) any marketing event, including, but not limited to a promotion, sweepstakes or similar event administered by you that relates to or arises out of your or Eligible Travelers’ receipt or use of any Travel Values; and/or (d) any breach of obligations under these Terms or under any Commercial Offer, all except to the extent caused by the gross negligence or willful misconduct of any of the United Indemnified Parties.  

13. DISCLAIMER OF WARRANTY AND RELEASE.  

13.1. THE TRAVEL VALUES ARE PROVIDED TO YOU HEREUNDER ON AN “AS IS, WHEN AVAILABLE” BASIS AND WITHOUT WARRANTY OF ANY KIND WHATSOEVER. UNITED MAKES NO EXPRESS OR IMPLIED WARRANTY, REPRESENTATION, OR GUARANTEE WITH RESPECT TO THE TRAVEL VALUES, INCLUDING WITHOUT LIMITATION THAT THE TRAVEL VALUES WILL BE ACCURATE OR MEET YOUR OR ELIGIBLE TRAVELERS’ REQUIREMENTS. UNITED MAKES NO GUARANTEE OF ANY OUTCOME FROM YOU OR ELIGIBLE TRAVELERS’ RECEIPT OR USE OF THE TRAVEL VALUES.  

13.2. YOU ARE SOLELY RESPONSIBLE FOR THE RECEIPT AND USE OF THE TRAVEL VALUES AND FOR ANY DECISIONS MADE OR CHANGED, OR ACTIONS TAKEN OR NOT TAKEN, THAT OTHERWISE RELATE TO OR ARISE OUT OF YOUR OR ELIGIBLE TRAVELERS’ RECEIPT OR USE OF THE TRAVEL VALUES.

13.3. YOU HEREBY WAIVE, RELEASE AND RENOUNCE ANY AND ALL OBLIGATIONS AND LIABILITIES OF UNITED AND ANY AND ALL OF YOUR RIGHTS, CLAIMS AND REMEDIES AGAINST UNITED, EXPRESS OR IMPLIED, RELATED TO OR ARISING BY LAW OR OTHERWISE, WITH RESPECT TO THE TRAVEL VALUES PROVIDED UNDER THESE TERMS.  

14. LIMITATION OF LIABILITY.  

IN NO EVENT WILL UNITED BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHER SIMILAR DAMAGES, INCLUDING LOST REVENUES, LOST PROFITS, OR LOST PROSPECTIVE ECONOMIC ADVANTAGE, THAT RELATE TO OR ARISE DIRECTLY OR INDIRECTLY OUT OF THESE TERMS OR ANY TRAVEL VALUE, INCLUDING, BUT NOT LIMITED TO, YOUR OR ELIGIBLE TRAVELERS’ RECEIPT OR USE OF ANY TRAVEL VALUES. UNITED’S LIABILITY TO YOU FOR ANY CLAIM OF ANY KIND, LOSS, OR DAMAGE THAT RELATES TO OR ARISES OUT OF THESE TERMS OR ANY TRAVEL VALUE, OR ANY BREACH HEREUNDER OR UNDER ANY COMMERCIAL OFFER BY UNITED WILL NOT EXCEED THE CONSIDERATION, IF ANY, PAID BY YOU FOR THE TRAVEL VALUES. YOU AGREE TO FILE ANY LAWSUIT RELATED TO OR ARISING OUT OF THESE TERMS OR ANY COMMERCIAL OFFER AGAINST UNITED WITHIN THE SHORTEST TIME PERMITTED BY APPLICABLE LAW OR ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED, WHICHEVER IS SHORTER.

15. NO OTHER LICENSES GRANTED.  

Except for any license to use the United Marks that is granted to you in accordance with Section 10 hereof, these Terms shall not be construed as granting or conferring, either expressly or implicitly, any rights or licenses by one Party to the other Party, including without limitation, where Discloser furnishes any Confidential Information to Recipient. In such case, Confidential Information shall remain the sole property of the Discloser.    

16. GOVERNING LAW.  

THESE TERMS, EACH COMMERCIAL OFFER, AND ANY DISPUTE ARISING UNDER OR IN CONNECTION WITH THESE TERMS, ANY COMMERCIAL OFFER OR ANY TRAVEL VALUE, INCLUDING ANY ACTION IN TORT, WILL BE GOVERNED, CONSTRUED, INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO ANY CONFLICTS OF LAWS PRINCIPLES. THE COURTS OF THE STATE OF ILLINOIS AND THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS WILL HAVE EXCLUSIVE JURISDICTION TO RESOLVE ANY DISPUTE ARISING OUT OF OR RELATED TO THESE TERMS, ANY COMMERCIAL OFFER OR ANY TRAVEL VALUE, AND THE PARTIES CONSENT TO SUCH JURISDICTION.  

17. NOTICES.   

Except as otherwise agreed to by the Parties, all notices to be given herein must be in writing and delivered to the Party intended to be served.  Notices to United must be sent: (a) by certified or registered mail, return receipt requested, or delivered by an internationally recognized overnight courier to the following address: United Airlines, Inc. 233 S. Wacker Drive, Chicago, IL 60606, Attn: Sr VP of Worldwide Sales, or (b) by email to your United Sales Account Manager, provided that notice by email is acknowledged as received by United. Notices to Customer will be sent to the address provided by Customer in the applicable Commercial Offer.  

18. SEVERABILITY.

If any provision of these Terms is found by any court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, the remainder of these Terms will continue to remain valid, legal, and enforceable unless the provision in its modified state would materially adversely affect the essence of these Terms. The invalid, illegal, or unenforceable provision will be deemed modified to the limited extent required to permit its enforcement in a manner that comes as close as possible to achieving the intended result of the original provision.

19. CONFLICT OF TERMS; ORDER OF PRECEDENCE. 

19.1. NO PROVISION IN THESE TERMS OR IN ANY COMMERCIAL OFFER SHALL BE CONSTRUED TO CONFLICT OR INTERFERE IN ANY WAY WITH THE CONTRACT OF CARRIAGE.

19.2. TO THE EXTENT THERE IS A CONFLICT IN TERMS, THE FOLLOWING ORDER OF PRECEDENCE SHALL CONTROL: (1) THE CONTRACT OF CARRIAGE; (2) ANY APPLICABLE COMMERCIAL OFFER; (3) AND THESE TERMS.

20. NO ASSIGNMENT.

You will not assign or transfer any of your interests in these Terms or in any Commercial Offer without obtaining the prior written consent of United, whose consent may be withheld in its sole discretion. As a condition to requesting prior written consent, you must provide to United a substantially accurate written copy of any such proposed assignment or transfer. United’s consent to the assignment or transfer shall not, under any circumstance, relieve you of your obligation and liability under these Terms or an applicable Commercial Offer. Any assignment or transfer in contravention of this Section 20 will be null and void.

21. RELATIONSHIP OF PARTIES.  

The relationship between the Parties is that of independent contractors. Nothing contained in these Terms or in any Commercial Offer shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

22. NO THIRD-PARTY BENEFICIARIES.

Nothing contained in these Terms or in any Commercial Offer, express or implied, is intended to or shall confer on any person, other than the Parties and their respective heirs, devisees, personal representatives, successors in trust, successors or assigns, any rights, remedies, obligations or liabilities under or by reason of these Terms. 23. SURVIVAL. Regardless of anything in these Terms or in any Commercial Offer to the contrary, any sections in these Terms that expressly or impliedly survive expiration or termination, will survive the expiration or termination of these Terms. 24. ENTIRE AGREEMENT. These Terms and any applicable Commercial Offer constitute the entire agreement of the Parties as to the matters set forth herein and shall supersede any and all prior agreements or understandings, oral or written, between the Parties with respect to the subject matter hereof.