REWARD MILESSM AGREEMENT

Dear Mileage Plus Reward Miles Applicant:

When signed by your company's authorized representative or by placing an order electronically at www.united.com, this letter will be the agreement by and between UAL Loyalty Services, Inc. ("ULS") and your company, as indicated below, ("Company") in connection with Company's participation in the Mileage Plus Reward Miles Program ("Program"). ULS, at its sole discretion, reserves the right to approve Company's participation in the Program.

  1. Definitions of the following terms of this Agreement:

    "Agreement" means this Mileage Plus® Reward Miles Application, together with the Certificate Order Form, submitted by Company online or signed by Company and submitted by Company by fax or mail.

    "Applicable Law" means all relevant and applicable laws of any jurisdiction, including securities laws, tax laws, tariff and trade laws, ordinances, judgments, decrees, injunctions, writs and orders, interpretations, licenses and permits of any governmental authority.

    "Award Certificates" means the electronic or paper mileage award distributed to a Member by Company in a Company incentive program that entitles such Member to Miles based on the terms and conditions and the denomination specified in the incentive program.

    "Customer" means an individual with whom Company conducts business.

    "Donor" means an individual who makes a charitable contribution to Company if Company is a nonprofit organization.

    "Employee" means an individual who is, either directly or indirectly, on Company's regular payroll.

    "Expiration Date" means one year from the Issue Date for paper Award Certificates or three (3) years from the Issue Date for electronic Award Certificates.

    "Incentive Program" means that program established by Company whereby its customers may earn Miles for purchasing the goods or services of the Company.

    "Issue Date" means the date stated on the paper Award Certificate, and the date of issuance for electronic Award Certificates.

    "Member" means, as of any date, an individual who is a member in good standing of the Mileage Plus Program.

    "Mileage Plus Reward Miles Program" or "Program" means the travel awards program established and governed by ULS, as such program may be in effect from time to time, whereby Company is permitted to distribute Miles to qualified participants in an incentive program as described herein.

    "Mileage Plus Program" means the frequent traveler recognition program, owned and maintained by ULS, whereby the participating Member receives specified travel awards or other benefits based upon air travel mileage accumulated by the participating Member during air travel on ULS or another designated participating commercial carrier or through the purchase or use of goods or services of a participating partner.

    "Mileage Plus Program Rules" means the rules, regulations, terms and conditions that are established or modified, from time to time, by ULS, in its sole discretion, which shall govern the Mileage Plus Program and found on united.com.

    "Miles" mean the miles posted to a Mileage Plus Member's account that have been purchased by Company for its incentive program, and that may be redeemed by such Member in the same manner as any other Mileage Plus Program mileage credit.

    "Reward Miles Partner" means the company participating in the Program, whereby Company is permitted to distribute Miles to qualified participants in its Incentive Program as described herein.

  2. Company will conduct an Incentive Program with a maximum validity period of one year for paper Award Certificates or three (3) years for electronic Awards, whereby Members may earn a minimum of five hundred (500) Miles per award if ordering paper Award Certificates or one hundred (100) Miles per award if ordering electronic Award Certificates, but a maximum of twenty five thousand (25,000) miles per Mileage Plus account per calendar year if ordering Paper Award Certificates or thirty thousand (30,000) miles per Mileage Plus account per calendar year if ordering electronic Awards. Paper Award Certificates will be issued in 500, 1000, 2000, 5000, 10000, 20000, and 25000 Mile denominations and require 2 weeks for printing. Electronic Awards can be issued in any denomination from 100 Miles to 30,000 Miles. The purpose, nature, and details of such incentive program are specified in the attached electronic order form. Any changes to the mileage award structure must be approved in advance, in writing, by ULS. Company agrees that ULS may, at its discretion, promote the incentive as part of the Program in Mileage Plus print and electronic materials.
  3. Any mileage purchased must be awarded to Members within one (1) year of contract execution date if ordering paper Award Certificates or three (3) years of contract execution date if ordering electronic Award Certificates. Miles that expire prior to being deposited are automatically rendered invalid and will not be refunded or extended.
  4. Company will distribute Award Certificates without charge, only to qualified participants in Company's Incentive Program and only for one or more of the following purposes: (i) Customer awards, recognition or incentives; (ii) Donor awards, recognition, or incentives for a charitable contribution if Company is a nonprofit organization. In no event will Company (i) distribute Award Certificates to Employees for use in Company's business travel; or (ii) provide more than 25,000 miles per calendar year if ordering Paper Award Certificates or 30,000 miles per calendar year if ordering electronic Awards to any individual Customer, Employee, or Donor during any one (1) calendar year. A maximum of 25,000 miles per calendar year if ordering Paper Award Certificates or 30,000 miles per calendar year if ordering electronic Awards may be deposited into an individual Mileage Plus account through the Incentive Program during a calendar year.
  5. If any Award Certificates that are purchased or issued by Company under this Agreement are resold, distributed or used for improper purposes, then ULS may, at its option, cancel, void, refuse to honor and/or confiscate such Award Certificates and any remaining Award Certificates in the possession of Company, and ULS may pursue any and all other rights and remedies available under Applicable Law. Company acknowledges that distribution or use of Award Certificates or Miles for improper purposes will give rise to irreparable injury to ULS, which is inadequately compensable in damages. Accordingly, Company agrees that ULS shall be entitled to obtain injunctive relief to prevent such unauthorized or improper distribution or use of Award Certificates or Miles, or to prevent any breach of this Agreement, or to compel specific performance.
  6. Company may (at no cost to Company) use certain United Air Lines, Inc. and ULS trade names and trademarks, subject to their prior approval. All advertising and promotional materials using "United," "United Airlines," "Mileage Plus," "Reward Miles" or any other of United Air Lines, Inc. or ULS's service marks, trademarks, trade names, copyrights, logos insignia, or other intellectual property (collectively, "Marks") shall be subject to their prior written approval. Company must submit all initialed sign-off of all concepts, pre-mechanicals and final mechanicals by faxing copies to 1-773-557-4211 ATTN: PARTNERSHIP MARKETING REWARD MILES. Allow 10 working days for the approval process; if approval is not granted by ULS within 10 business days, then Company's request shall be deemed to have been denied. Any unauthorized use of such Marks shall constitute a material breach of this Agreement and an infringement of United Air Lines, Inc.'s and ULS's rights in and to such Marks. Nothing herein shall be construed as transferring to Company any ownership or interest to the Marks. Failure to obtain approval will result in invalidation of any remaining Award Certificates in the possession of Company. Details of Company's Incentive Program will appear on the Mileage Plus web site for the duration of the offer at no additional charge.
  7. Company shall be responsible for order entry and maintenance for Company Incentive Program Member enrollment.
    1. Company shall keep complete and accurate records of Award Certificates awarded to Company / United Program Members and standard accounting records of amounts owed to ULS. From time to time, as ULS may reasonably request, Company will confirm in writing by verified statement the fact that a person(s) reported as accruing Miles did (or did not) actually earn such Miles with Company, and Company will produce copies of records verifying same.
    2. Company will retain records concerning distribution of Award Certificates for a minimum of one year from the last date of distribution and will deliver such records to ULS upon request.
    3. Company will direct all inquiries about the Program and the posting of Miles to ULS's Reward Miles staff at custserv@ualmiles.com
  8. Company shall indemnify, defend and hold harmless United Air Lines, Inc., ULS, their parent company, subsidiaries and affiliates, and Crew Marketing International, Inc., and all of their officers, directors, employees and agents (the "Indemnitees") from and against any and all liabilities, damages, losses, expenses, costs, claims, demands, suits, fines or judgments, including without limitation reasonable attorneys' fees, costs and related expenses, which may be suffered by, accrue against or be recovered from any of the Indemnitees resulting from any claim or suit brought by a third party or parties arising out of or in connection with Company's incentive program or Company's performance, non-performance, or improper performance of its obligations pursuant to this Agreement, including without limitation any claim brought by a Mileage Plus Member of Company's breach, violation or failure to comply with Company's incentive program, as well as any negligence or willful misconduct by Company in connection with this Agreement. Company is responsible for determining whether Company's purchase and award of Award Certificates pursuant to its incentive program complies with Applicable Law.
  9. Company shall cooperate with all reasonable requests of ULS concerning any investigation and/or prosecution of anyone engaging in or suspected of engaging in Mileage Plus Program abuse or fraud, including but not limited to assisting ULS in verifying an incentive program participant's Mileage Plus Program membership status and cooperating with any civil or criminal prosecution.
  10. ULS shall not be liable for delays or failure in its performance hereunder caused by any act of God, war, strike, labor dispute, work stoppage, fire, act of government, or any other cause, whether similar or dissimilar, beyond its control.
  11. This is a nonexclusive agreement and ULS may sell Award Certificates, Miles or comparable products to, and Company may purchase comparable products from, any other person or business.
  12. Nothing contained herein shall be deemed to create an association, partnership, joint venture, or relationship of principle and agent or master and servant between the parties hereto or any affiliates or subsidiaries thereof, or to provide either party with the right, power or authority, whether expressed or implied, to create any such duty or obligation on behalf of the other party. Company expressly disclaims such relationships, and agrees that the parties have no fiduciary duty to one another or any other special or implied duties that are not expressly stated in this Agreement.
  13. "ULS Confidential Information" shall mean any Member information, including but not limited to, status information, other proprietary information or data of ULS, and any other information identified orally or in writing by ULS as confidential. Company acknowledges that ULS Confidential Information is the sole and exclusive property of ULS. Company shall, and shall cause its employees to, for a period of five (5) years after the date hereof, hold and maintain as confidential all of ULS Confidential Information and will not release or disclose same to any third party, including affiliates. Company will not use ULS Confidential Information for any purpose other than the purposes stated herein. Company may reveal ULS Confidential Information, but only to such Company employees who have a need to know such information in order to carry out the purposes of this Agreement.
  14. ULS may suspend or cancel the Reward Miles Program or Company's participation in the Reward Miles Program at any time upon notification to Company. In such event, Company shall promptly return to ULS all undistributed Award Certificates and, if there shall be no default by Company hereunder, ULS shall, upon receipt of such Award Certificates, reimburse Company the amount paid by Company to ULS for such unused and unawarded Award Certificates.
  15. Paper Award Certificates issued pursuant to this Agreement will expire one (1) year from the Issue Date, as stated on the face of the Award Certificate. No refunds will be given by ULS for Award Certificates purchased by Company and held past their expiration date.
  16. Company shall pay Crew Marketing International Inc. by Visa, Mastercard, certified check, cashier's check or money order prior to ULS's delivery of Award Certificates to Company or the posting of any Miles to any Member's account.
  17. All amounts paid by Company for the purchase of Award Certificates pursuant to this Agreement are exclusive of federal excise taxes and Company agrees to report such purchases and pay the federal excise taxes (currently 7.5% and subject to change). All amounts paid by Company pursuant to this Agreement are exclusive of sales, use or privilege taxes, or tax-like charges, fees or similar liabilities. Company shall pay all applicable sales or use taxes, but no party shall pay any taxes or tax-related surcharges determined by the other party's income, net worth, franchise, property or purchases which shall be borne solely by that other party. Company shall indemnify, defend and hold harmless ULS from and against any liability resulting from any federal excise taxes, interest or penalties due by law under this Agreement, and Company shall reimburse promptly ULS if has remitted such taxes, interest or penalties for or on behalf of Company.
  18. Neither Crew Marketing International, Inc. nor ULS will be responsible for any lost, stolen, damaged or destroyed Award Certificates once such Award Certificates are delivered to Company. Each Award Certificate is subject to all of the terms and conditions stated thereon and cannot be modified or waived by Company.
  19. Company may not assign or transfer this Agreement to a third party, or any right or obligation under it, without the prior written consent of ULS.
  20. This Agreement shall be regarded as though it were executed and performed in the State of Illinois, and this Agreement and any dispute arising under or in connection with this Agreement, including any action in tort, shall be governed by and construed in accordance with the laws of the United States of America and the State of Illinois, excluding any choice of law rules which may direct the application of laws of any other jurisdiction. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party. The courts of the State of Illinois, USA, shall have exclusive jurisdiction to settle any dispute arising out of or relating to this Agreement. Company expressly submits to the exclusive personal jurisdiction and venue of the courts of the State of Illinois, USA, and Company expressly consents to extra-territorial service of process.
  21. UNITED AIR LINES, INC., ULS, THEIR PARENTS, SUBSIDIARIES, AFFILIATES, AND CREW MARKETING INTERNATIONAL, INC., SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOST REVENUES, LOST PROFITS OR LOST PROSPECTIVE ECONOMIC ADVANTAGE, ARISING FROM ANY PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT, AND COMPANY HEREBY RELEASES AND WAIVES ANY CLAIMS AGAINST ULS, ITS SUBSIDIARIES AND AFFILIATES REGARDING SUCH DAMAGES. STATE STATUTES MAY APPLY REGARDING THE LIMITATIONS OF LIABILITY.
  22. THE SOLE AND MAXIMUM LIABILITY OF ULS FOR ANY REASON, AND COMPANY'S SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE OF ACTION WHATSOEVER, SHALL BE LIMITED TO THE AMOUNT PAID BY COMPANY FOR THE AWARD CERTICATES PURCHASED PURSUANT TO THIS AGREEMENT. ANY CAUSE OF ACTION BROUGHT BY COMPANY MUST BE INSTITUTED WITHIN SIX (6) MONTHS AFTER THE FINAL PURCHASE OF AWARD CERTICATES UNDER COMPANY'S INCENTIVE PROGRAM OR BE FOREVER WAIVED AND BARRED.
  23. THE GOODS OR SERVICES PROVIDED PURSUANT TO THIS AGREEMENT ARE PROVIDED TO COMPANY "AS-IS" AND "AS AVAILABLE," AND ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
  24. Company shall comply with all federal, state and local laws, rules and regulations with respect to its performance under this Agreement.
  25. This Agreement constitutes the entire understanding between ULS and Company with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements or understandings, if any, whether written or oral, relating to such subject matter. Orders for Award Certificates placed by Company under this Agreement shall not be effective until accepted by ULS at its world headquarters near Chicago, Illinois. Such acceptance by ULS shall be signified only by the actual delivery of Award Certificates to Company, or, if applicable, the posting of Miles to a Member's Mileage Plus account by ULS pursuant to tape, electronic transmission or any other means of reporting from Company. No modification, amendment or waiver of this Agreement shall be effective or binding unless made in writing and signed by both parties.
  26. By signing or submitting this Agreement, or the Order Form, and by submitting any subsequent orders through any medium whatsoever, Company acknowledges and signifies its agreement to the terms and conditions stated herein and in the Order Form.
  27. ULS reserves the right to change Mileage Plus Program rules, regulations, travel awards and thresholds, and special offers at any time, without notice. ULS also reserves the right to terminate the Mileage Plus Program and/or the Reward Miles Program with six (6) months general notice.
  28. Contractual constraints prohibit ULS from selling Award Certificates to U.S. based companies for customer incentives within certain industries, including but not limited to: credit cards, payment associations, telecommunications, alcohol, tobacco, personal care products, gambling, and such other customer categories as ULS, in its sole discretion, may determine from time to time. If any such application is received which, ULS' sole opinion may be subject to such a limitation, then ULS will notify Company that its application has been declined.
  29. In the event that Award Certificates are issued due to misrepresentation, such Award Certicates will be confiscated without refund when presented for deposit.
By signing below or by placing an order electronically at www.united.com, Company agrees to the terms and conditions of the Reward Miles Application stated above.



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