TDS Terms and Conditions

	TERMS and CONDITIONS for Use of ARENA and Mobile interface.

	Travel Distribution Systems Pty Ltd Latest Update May 1st 2010

	This User Agreement ("the agreement") governs the terms and conditions for access and use of the ARENA distribution application and mobile interface, as provided by Travel Distribution Systems Pty Ltd (TDS) ACN 099 326 253 as owner of the ARENA application.

	Please read this agreement carefully and make sure that you fully understand it. You will have the opportunity to accept or reject the terms of this agreement during the registration process. You may not use the ARENA application unless you agree to the terms and conditions of this agreement.

	This agreement may be modified from time to time by TDS, in its sole discretion. Upon any such modification, the modified agreement will be posted on the login page to ARENA for your review. Upon any modification to the agreement, your continued use of the ARENA desktop and mobile applications will be governed by the modified agreement and will be deemed to be an acceptance of the modified agreement, which for all purposes set forth herein shall be deemed the agreement. If, for any reason, you do not agree to be bound by any of the modifications, you may not continue to use the ARENA desktop and mobile application. The ARENA desktop and mobile applications may also be modified, updated, enhanced or upgraded from time to time at the discretion of TDS. For purposes of this agreement, any such modified, updated, enhanced or upgraded ARENA desktop and mobile applications shall also be referred to as the ARENA application.

	If you have any questions or comments regarding this Agreement or the ARENA application, please email TDS at admin@tdsworld.com

	Authorised Users The ARENA application may only be used by (i) bona fide Travel and Tourism Suppliers including Tour Wholesalers, and (ii) by licenced Travel Agents, Tourism Retailers and used in accordance with the terms of this Agreement, provided that the organisations referred to in (i) and (ii) above have read this Agreement and agree to abide by it (x) before any such access and (y) at all times while using the ARENA application (collectively, the "Authorised Users). Any references to the pronouns "you" and "your" anywhere in this Agreement are intended to refer to any one or to all Authorised Users of the ARENA application.

	CONDITIONS OF USE

	Access Registration and Loading Content. Both Suppliers and Travel Agents must register for access to ARENA. Suppliers have the option to load data via ARENA's API or via a managed service operated by TDS. Rates apply for the managed service and are available upon application.

	Product Distribution. As Travel and Tourism Suppliers worldwide, including Tour Wholesalers, have the ability to maintain and distribute product information, inventory status and related prices to Travel and Tourism Retailers via the ARENA application, such suppliers are required to keep all their data up to date and honour any published prices, component status and information, that displays during reservation procedures.

	Distribution Costs. These costs relate to reservation transaction fees, which are charged to each individual supplier within a PNR (Passenger Name Record). When a single supplier provides all services within a PNR, only a single transaction fee will be charged. Please apply to TDS for current transaction fees.

	Mobile Interface. TDS, at its discretion, can provide agent users with the facility to register clients for access to the mobile interface, allowing bookings to be made on ARENA content via their mobile or PDA device. This interface utilises browser technology to access booking data and due to the complex screen formats required, TDS cannot guarantee the quality of the screen displays on all mobile devices. TDS also has the rights to cancel an agents or their clients access to the mobile interface if the facility is not used according to the published terms and conditions.

	Billing Process. All reservation transaction fees are billed to suppliers on a monthly basis by invoices transmitted via e-mail services. Invoiced amounts are in US Dollars and payment details will be included on each invoice.

	Suppliers within ARENA. While TDS carries out a degree of quality control on suppliers registering for ARENA, the company cannot guarantee the bona fides or professionalism of any supplier within ARENA. It is still the responsibility for travel agents to know who they are dealing with and TDS, as a distributor only, cannot be held responsible for any service difficulties or payment issues experienced by the travel agent.

	Reservation Facilities. As the ARENA application provides reservation facilities based on live inventory data from travel and tourism suppliers, all users generating reservations within the ARENA system are bound by the following conditions.

	The user will not make or hold bogus reservations. A Supplier must honour the price of a booking, as it is displayed at the time of booking in ARENA. TDS has the right to charge retailers for what TDS deems “excessive cancellations” of bookings. A supplier must ensure that all their data is maintained and up-to-data at all times. Failure to do so will result in the supplier being taken off the system. A supplier has the rights to charge fees for amendments and cancellation of confirmed reservations. A supplier has the right to restrict any user from accessing their reservation data if they deem necessary, due to misuse of their data and payment issues. TDS has the right to disconnect any supplier or agent from the ARENA application or mobile services, if the user is not operating the application accordance with these terms and conditions. TDS is not a supplier of content nor a travel agent and does not set the terms and conditions for reservations, which are carried out by the supplier.

	Ownership; Limited License Grant. As between you and TDS, the following are and shall remain the sole property of TDS: (a) all right, title and interest in and to the ARENA application, (b) any intellectual property rights (including, without limitation, any copyrights, patents, trademarks, trade secrets and other rights) in and to the ARENA application, (c) any content or services delivered via the ARENA application, and (d) any intellectual property rights (including, without limitation, any copyrights, patents, trademarks, trade secrets and other rights) in and to such content or services.

	Any rights not expressly granted to you hereunder are reserved by TDS. The limited rights granted to you to use the ARENA application is a limited license and does not constitute the sale of a application program. You are expressly prohibited from doing the following with or to the ARENA application: (v) decompiling, reverse engineering, or disassembling it, (w) tampering or interfering with its functionality, delivery or operation while using it, (x) selling, renting, transferring, reselling, or distributing it, (y) duplicating, reproducing, copying, modifying, or otherwise creating derivative works of it, or (z) exporting or re-exporting it, directly or indirectly, into any other country.

	Privacy. The information that TDS collects from you through technical means in connection with your registration and use of the ARENA application will be collected, stored, used and shared by TDS in accordance with its Application Use Privacy Policy. The ARENA Application Use Privacy Policy, as may be modified from time to time in TDS sole discretion, is expressly incorporated herein by this reference and made part of this Agreement.

	Modifications to the ARENA Application or to the TDS Site; Termination. Updates, enhancements and upgrades to the ARENA application will be made by TDS. TDS shall have the right at any time to disable, enable, modify, or discontinue, temporarily or permanently, the TDS Site and/or the ARENA application (or any part thereof), with or without notice, obligation or liability to you or to any third party.

	Support. While TDS provides on-line support for industry members, it has no obligation to do so or provide maintenance, upgrades, modifications, or new releases with respect to the ARENA desktop and mobile applications. In relation to the mobile interface, TDS has developed this facility for the benefit of travel agents and cannot provide support to their registered users. Reservations can be made at anytime through this service and travel agents are required to provide travel support during office hours and after hours to the clients they register for the service. If this level of support cannot be offered, the mobile registration facility would not be available to the agent. Support contacts must be published on the home page of the facility.

	Disclaimer regarding third party sites and applications. TDS may provide links to any third party sites and applications from within the ARENA application and takes no responsibility or liability for the accuracy of data, quality or operations of such sites and applications.

	Disclaimer of warranties and limitation of liability. By installing, downloading or using the ARENA application, you hereby and forever waive any and all claims you have now or may have in the future against TDS or its licensors relating to your download, installation or use of the ARENA Application.

	You hereby waive any claim that the foregoing limitation of liability deprives you of an adequate remedy. Your sole remedy for dissatisfaction with the ARENA Application is to stop using the ARENA Application.

	You specifically agree that neither TDS, nor its licensors, shall be liable for losses or liabilities arising in connection with your use of the ARENA application, including, but not limited to, loss or liability resulting or arising from or in connection with: (a) application conflicts related to the ARENA application; (b) data non-delivery, data mis-delivery or unauthorized access to transmissions of data; (c) your infringement of a third party's right; (d) defects or viruses in, or distributed with, the ARENA application; or (e) your own use or misuse of your personal computer (s) or the applications contained on your personal computer (s). Without limiting the foregoing, TDS shall not be liable to you for any actual, direct, indirect, incidental, consequential, special, or punitive damages or lost or imputed profits or royalties arising out of or relating in any way to the ARENA application or this agreement, irrespective of whether TDS was advised, knew or should have known of the possibility of any such loss or damage. The ARENA application is provided "as is" and "as available" with no technical support or representations or warranties of any kind, either expressed or implied, by statute or otherwise, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, system integration, title, and non-infringement and any warranties that may arise out of course of performance, course of dealing or usage of trade.

	Indemnification. You hereby agree to release, indemnify, defend and hold harmless TDS, its, shareholders, subsidiaries, affiliates, officers, directors, employees, agents and advisors, from and against any and all losses, liabilities, claims (including claims without legal merit or brought in bad faith), demands, damages, costs or expenses, causes of action, suits, proceedings, judgments, awards, executions and liens, including reasonable attorneys' fees and costs (whether brought by third parties or otherwise) relating to or arising from your use of the ARENA application or your breach of this Agreement.

	TDS reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you hereunder, and in such event, you shall have no further obligation to provide indemnification for such matter.

	General Provisions. This Agreement shall be governed exclusively by, and construed in accordance with laws of Australia and the laws of the State of Victoria, without reference to any conflict of laws principles.

	This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is hereby expressly excluded. The exclusive forum for any disputes arising out of or relating to this Agreement shall be an appropriate federal or state court in Victoria and the parties hereby expressly waive all venue, jurisdiction and choice of law challenges or defences.

	If any part of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, including, but not limited to, any of the warranty disclaimers or liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in full force and effect. If no enforceable provision can be substituted for any such invalid or unenforceable provision, then that provision shall be deemed severable from the Agreement and shall not affect the validity and enforceability of any remaining provisions in this Agreement. This Agreement will be binding upon and will inure to the benefit of TDS and its successors and assigns.

	By agreeing to the terms of this agreement, you acknowledge that (1) you have read and reviewed this agreement in its entirety, (2) you agree to be bound by the terms of this agreement, and (3) your obligations under this agreement are binding and enforceable.

	TDS ARENA Privacy Policy
	Travel Distribution Systems Pty Ltd, (TDS) takes the protection your Personal Data very seriously has established this Privacy Policy to explain how Personal Data is collected through the ARENA™ application and how this Personal Data is used by TDS. From time to time, our Privacy Policy maybe updated and Users will be kept abreast of these changes by TDS posting a notice on the ARENA application.

	By registering for access to the ARENA™ application, you agree that Company and Personal Data will be processed by TDS. TDS and the Collection of User Information Personally Identifiable User Information When registering for access to ARENA™, the information collected about your organisation is used to check the bona fides of a company or organisation. This includes email address and an association/organisation registration number which we cross reference to insure integrity of data and users. Business Administrators are able to register their staff as Users of ARENA and TDS will collect their names and usernames only. Business Administrator Users may, at any time, choose to correct or update the information about their business or consultants they have entered into ARENA™. Business Administrator Users may remove their Consultant Users information from the TDS live database by cancelling a user or their own account. Even if you update or remove your information from our live database, however, entered Data may be retained in our backup files and archives for legal reasons. To combat online fraud, TDS may also record your IP address when submitting information and necessary information to process your credit card payment, including your billing address. You can decline to share such Personal Data with us by not registering on ARENA™. Further, you may opt to remove any Personal Data from our active database by contacting TDS and cancelling your ARENA™ User account. Cookies and Passive Data Collection TDS automatically receives and records information in our system logs from your browser, including your IP address, ARENA cookie information, and the resource or data you request. ARENA uses cookie, IP address, and URL information to improve the ARENA application, the quality of TDS servers, and to provide enhanced features to Users, such as most frequently accessed items. IP Addresses also help us to diagnose problems with our server, to administer the ARENA Platform, and to otherwise provide the TDS service to its users. IP addresses may be disclosed to a third party if we believe in good faith that the law or legal process requires it, or to protect the rights or property of TDS, its Users or the general public.

	TDS Service Providers
	TDS may need to provide collected data to third party organisations for the deliver services and such parties are required not to use this information for other than providing the services requested by TDS.

	Law Enforcement
	TDS may disclose Personal Data if required by a subpoena or other judicial or administrative order, where required by law, or, at our sole discretion, where we deem necessary to protect the safety of any individual or the general public or to prevent violation of our Terms of Service or the rights of TDS or any third party. By law TDS is required to keep information on travel bookings for 7 years.

	TDS Affiliates
	TDS's affiliates, agents, joint ventures and other companies or representatives are required honour this Privacy Policy.

	Change of Ownership
	In the event of a change in ownership, or a merger with, acquisition by, or sale of assets to, another entity, we reserve the right to transfer all of TDS's User information, including email addresses, to a separate entity. TDS will notify Users (via a posting on this site or email at TDS's discretion) of such a transfer, and Users may choose to continue or deactivate their account.

	Security
	TDS uses industry standard security measures to protect the loss, misuse and alteration of the information under our control. Although we make every effort to store the information collected by TDS on the TDS Platform in a secure operating environment that is not available to the public, TDS cannot guarantee complete security to prevent third-party "hackers" from illegally obtaining this information.

	Revisions to This Policy
	TDS reserves the right to revise, amend, or modify this policy and our other policies and agreements at any time and in any manner. Notice of any revision, amendment, or modification will be posted on the TDS website, and a User's continued use of TDS will signify agreement to such changes.

	Contacting TDS
	Users with questions about this Privacy Policy may contact TDS the following ways: E-Mail : privacyofficer @ TDSworld.com Postal Address : Travel Distribution Systems Pty Ltd 3/2 Hopetoun Street Mitcham Vic 3132 Australia .

	USE OF ARENA SIGNIFIES YOUR AGREEMENT TO THE PRIVACY POLICY