ARC MarketPlace Terms of Service

Welcome to the ARC MarketPlace (the "Service"). The following terms govern your use of the Service, which is owned and operated by the Airlines Reporting Corporation (ARC). Please read them carefully. THESE TERMS OF SERVICE APPLY TO ALL VISITORS TO OR USERS OF THIS SITE, AND TO ALL VISITS TO THE SITE, BOTH NOW AND IN THE FUTURE. USE OF THIS SITE AS A VISITOR OR USER EQUATES ACCEPTANCE OF THESE TERMS OF SERVICE. If you have any questions about any of the provisions, please contact the ARC Customer Care Center at (703) 816-8003.

As used in these Terms of Service, a "User" refers to the individual using or accessing this site and is referred to herein as "User," "you" or "your."

PLEASE BE ADVISED ARC MAY MONITOR YOUR USE OF AND ACCESS TO THE SERVICE TO ENSURE COMPLIANCE WITH THE APPLICABLE RULES, POLICIES, DEADLINES AND INSTRUCTIONS. Anyone using this Service expressly consents to such monitoring and is advised that if such monitoring reveals possible criminal activity or unauthorized use, ARC personnel may suspend access to the Service and/or provide the evidence of such monitoring to law enforcement officials.

Purpose

ARC has developed the Service through which a User may access via the Internet an array of products and services (the words "products" and "services" may be used interchangeably herein) made available by participating suppliers.

Participating Suppliers

ARC has developed relationships with certain suppliers to make available products and services that populate the www.arcmarketplace.com website. While there may be uniformity in the appearance of the ARC MarketPlace website, the products and services contained thereon/in are subject to different terms and conditions applicable to the respective supplier. As an example, one such term and condition is a low price guarantee offered by the supplier, Viator, for tours and or activities purchased through the Viator section of ARC MarketPlace that is not applicable in other areas of the ARC MarketPlace for car rentals, bus ticket purchases, etc. It is the User's responsibility to note and agree to the different terms and conditions for the different ARC MarketPlace website suppliers.

Commission

Travel Professionals including but not limited to travel agents, carriers, hoteliers, suppliers but not consumers can earn commission for the sale of products when purchased through ARC MarketPlace.
Commissions vary by product type.
Commissions are paid via check, ARC Memo Manager (AMM) or direct deposit (e.g.ACH) for commissionable products. The User may choose to follow a method of payment listed below depending on the User's status; however, ARC may require at its choosing a specific method of payment. ARC will only pay Commissions to identifiable Users at a transaction level for each transaction.
Commission payments will be as follows:
1. For an active ARC participant - participant may have available to it one of the following two payment options:
  1. ARC Memo Manager monthly payments via credit memos (default option). Detailed listings of support for each payment is available using AMM's export feature.
  2. Direct Deposit each month to ARC participant's bank account used for regular settlement services. This option necessitates ARC receiving a valid e-mail address to which a report will be sent supporting the monthly payment. (NOTE: Users that have received payments via AMM that are electing the Direct Deposit payment method may also request that any outstanding credit memos be added to the first Direct Deposit made to their account.) (NOTE: For ARC participants using a Global Distribution System (GDS) to conduct the transaction Direct Deposit through the IAR reporting process is the only method available for payment).
2. For Users based in the United States or a recognized U.S. territory but not ARC participants:
  1. The User must provide ARC with the following information so that payments may be Direct Deposited each month to that account. This option necessitates ARC receiving a valid e-mail address to which a report will be sent supporting the monthly payment:
    1. A unique identifying number representing your organization (e.g. an IATA number, a CLIA number, etc.)
    2. Company Name
    3. Company's Contact Name
    4. Address, city, state, and zip code
    5. Company phone number
    6. Bank name
    7. A valid U.S. based bank account number
    8. ABA/Routing number
    9. U.S. Federal (tax) ID or Social Security Number
3. For Users based outside the United States or recognized U.S. territory may be paid. If paid, it will be on a quarterly basis via one of the following methods:
  1. The User must provide ARC with the following information so that payments may be Direct Deposited each month to that account. This option necessitates ARC receiving a valid e-mail address to which a report will be sent supporting the quarterly payment:
    1. A unique identifying number representing your organization (e.g. an IATA number, a CLIA number, etc.)
    2. Company Name
    3. Company's Contact Name
    4. Address, city, state, and zip code
    5. Company phone number
    6. Bank name
    7. A valid U.S. based bank account number
    8. ABA/Routing number
    9. Federal (tax) ID or equivalent
  2. If the User does not have a U.S. based bank account, then payments will be issued via paper check. This option requires providing ARC with a valid mailing address as well as a valid e-mail address to which a report will be sent supporting the quarterly payment.
  3. ARC has established the ability to pay commissions to agents in Canada, Israel, Great Britain, Northern Ireland, Scotland, and Whales. ARC may add other countries to this list from time to time. ARC cannot do business with entities from any OFAC designated country.
ARC reserves the right to recall commissions due to exchanges, refunds, cancellations and any other unforeseen trip interruptions.
User is responsible for paying any and all applicable taxes. Furthermore, if you reside outside the United States, taxes of any kind are your sole responsibility and commissions are always paid in United States Dollars.
ARC will make every effort to pay commission to the entity identified as the seller of the product. In order to facilitate commission payment, sellers should register their organization's contact information with ARC. In lieu of registration, all the information requested at the time of sale should be completed accurately in order to assist ARC in paying commissions due. It should be noted that ARC will treat each seller of a product as a separate entity, regardless of formal or informal affiliations with other organizations or companies. If your company's policy specifies that another organization or company be credited with the sale and resulting commissions, then the use of that company's or organization's identifier should be used in place of your company's.

Intellectual Property Rights

All material contained on this Site, including information, images, text, documents, graphics, products, trademarks, trade names, icons, logos, sounds, software, screens, images and web pages ("the Content") are owned or licensed by ARC or others as indicated. You agree and acknowledge that the Content is protected by copyright, trademark and other intellectual property laws, that these rights are valid, and that your use of the Content shall be governed by applicable copyright, trademark and other intellectual property laws. Content may not otherwise be copied, displayed, distributed, downloaded, licensed, modified, published, reposted, reproduced, reused, sold, transmitted, used to create a derivative work or otherwise used for public or commercial purposes, except as provided in your agreement(s) with ARC and in these Terms of Service, without the express prior written permission of ARC or such third party which may own the Content. All rights not expressly granted in these Terms of Service are reserved to ARC. No other rights or licenses, whether express or implied, are conveyed or intended by these Terms of Service. Claims of copyright or trademark infringement should be referred to the address below.

ARC Corporate Communications Department
4100 North Fairfax Drive, Suite 600
Arlington, VA 22203-1629

Links to Non-ARC Site(s)

This Site may contain links to third party sites that are controlled by parties other than ARC. You acknowledge and agree that such links are provided for your convenience only and that ARC is not responsible for and does not necessarily endorse the providers of any linked third-party site or the linked site itself. ARC makes no representations or warranties with respect to the linked site. Your access and use of any linked third party site is solely at your own risk. Third party sites may contain commissionable products that may be paid by the third party and ARC bears no responsibility for the payment of those commissions.

Cookies

A cookie is a small data file that certain Web sites write to your hard drive when you visit them. A cookie file can contain information such as a user ID that the site uses to track the pages you've visited, but the only personal information a cookie can contain is information you supply yourself. A cookie can't read data off your hard disk or read cookie files created by other sites. Some parts of the ARC Site use cookies to track user traffic patterns. This is done in order to determine the usefulness of Site information to ARC's users and to see how effective the Site's navigational structure is in helping users reach that information.

If you prefer not to receive cookies on the Site, you can set your browser to warn you before accepting cookies and refuse the cookie when your browser alerts you to its presence. You can also refuse all cookies by turning them off in your browser. Disabling cookies will cause some areas of the site not to function as designed.

Your Account and Information

You may be required to establish an account. If you use this site and establish an account, you are responsible for maintaining the confidentiality of your account and/or password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account and/or password. ARC reserves the right to refuse service, terminate accounts, remove or edit content in its sole discretion. ARC reserves the right to use information you provide in your account for marketing purposes, including email and phone solicitations. You consent to receive communications from ARC electronically. ARC will communicate with you by e-mail or by posting notices on this site. If you do not want your information shared, sold or otherwise disseminated, you should not create an account; however, should you choose not to provide certain information, you might not be able to take advantage of many of the sites features. Otherwise, ARC will use your information in accordance with ARC's Privacy Policy.

Obligations Regarding Security Generally

All customer information and data are confidential and shall be maintained by User as confidential and shall be used in accordance with ARC's Privacy Policy. The User should not disclose customer related data, including but not limited to, credit card information, to anyone or share the information with anyone, other than those necessary to complete or effectuate the purchase of such product or service. Disclosure of the data or information by User to other persons may compromise control of access to financial and transactional data and nonpublic personal or financial data in the Service. The User accepts responsibility for the security and use of all data and information used in the Service as well as the utilization of the Service. The User shall immediately notify ARC, and participating suppliers if User believes that any information or data has been compromised.
Users shall make every effort to ensure the privacy of data by viewing and storing the data and information accessed and derived from the Service only under secure conditions. For example, a User accessing the Service, should sign off or shutdown his or her computer when leaving for an extended time period during the day and when leaving at the end of the day.

Obligations Regarding ARC MarketPlace Data

The data and information that may be accessed via the Service includes highly sensitive and confidential financial information and other transactional data relating to customers. Therefore, User should only allow individuals -- who have a bona fide business need to know and who are authorized to view such data -- with access to such information and data. All Users are hereby advised of the importance of maintaining the security and confidentiality of the information in the Service. You are required to advise ARC and participating suppliers whenever there is a security breach.
You understand and acknowledge that the data and information that may be accessed from the Service includes highly sensitive and confidential financial information and other data relating to transactions.
You acknowledge that the breach of any term contained in this Terms of Service may result in termination of your access to the Service.

Prohibited Uses Generally

The User shall not copy, reproduce, duplicate, publish, disclose, distribute, or otherwise make available the data provided in the Service to any other person, third party or organization in any form or manner whatsoever without the prior written consent of ARC, unless such data is provided to a person who is an employee of the User's company, has been authorized by the User, and has a bona fide business need to know such information and data. However, this provision does not prohibit distribution of data and information to the customer for whom the product or service was issued or prohibit the exchange of data from the Service between ARC and participating suppliers, and the Travel Professional that sold the product. The User shall notify the participating suppliers and ARC promptly if the User learns that any data has been disclosed to any party not authorized pursuant to these Terms.
The User shall not use any device, software, routine, or robotics that interferes with, or attempts to interfere with, the normal operation of the Service or that imposes an unreasonable load on ARC's computer equipment and servers.
The User shall not attempt, by any means, to gain access to sales or transactional data, which the User is not legally entitled to access.
The User shall not modify, create derivatives of, decompile, or reverse engineer this Service or take any action to interfere with ARC's proprietary rights in the Service.

Termination or Suspension for Failure to Comply with Rules, Policies, Deadlines and Instructions

ARC may update, revise or amend the Terms of Service or publish additional rules, policies, procedures, deadlines and other instructions concerning the access to and use of the Service at any time for any reason. The use of the Service after ARC has updated the Terms of Service and publications will be considered the User's acceptance of such update(s).
The User's failure to comply with the Terms of Service and/or the User's breach of any provision of the User's company Access Agreement or in this Terms of Service may result in immediate suspension of the User's access to the Service.

No Use for Unlawful Purpose

You are required to comply with all applicable laws in connection with your use of the Service and all requirements and obligations contained in this Terms of Service and such other documents ARC may publish from time to time. As a condition of your access to and use of the Service, you agree that you will not use the Service or any data obtained from the Service for any purpose that is unlawful or prohibited by ARC's Agreements, Rules, Policies, and Instructions applicable to the Service.

Availability

ARC will use reasonable commercial efforts to keep the Service available on a 24-hour, seven-day-per-week basis, subject to necessary scheduled downtime for maintenance, unscheduled maintenance, and system outages.

Availability Subject to Interruption and Delay/Force Majeure

The User's access to the Service may be interrupted at times for maintenance, system outages, and other circumstances beyond ARC's control (e.g., viruses, etc.). In addition, the availability of the Service is subject to interruption and delay due to causes beyond ARC's reasonable control, including without limitation, delays by suppliers or vendors which are outside of ARC's control; acts of God, terrorism or a public enemy; acts of the United States or any state or political subdivision; fires, severe weather, floods, earthquakes, natural disasters, explosions or other catastrophes; and labor strikes or slowdowns. ARC shall not be liable to User for any such interruption or delay.

Limitation of Liability & Indemnification

ARC endeavors to provide accurate data; however, the data made available on Service are obtained from multiple sources. As such, data made available on the Service may be subject to omissions and errors in reporting, recording and processing. ARC expressly disclaims any and all warranties that the Service or the data and information contained therein may be suitable for a particular purpose or fit for a particular purpose. ARC provides no warranties of any kind with respect to the data, information, products or services provided to the User, or the User's customer via this Service or the ARC and/or other participating suppliers' websites. ARC shall in no way be liable to User, travel agent or any third party for any damages, costs or expenses, which may arise out of, or in any way be connected with any data furnished by ARC pursuant to this Agreement, including the manner or media in which the data is provided, whether or not such information or the data contained therein, for any reason whatsoever, is erroneous or incomplete, even if ARC is advised of such possibility. Further, ARC makes no express or implied warranties or representations with respect to the Products offered (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of the course of performance, dealing, or trade usage). Nor shall ARC be liable for any matter relating to the Products offered, including but not limited to, any unavailability or dissatisfaction with such Product offerings. In addition, ARC makes no representation that the operation of its website and/or other participating suppliers' websites will be uninterrupted or error-free and ARC shall not be liable for the consequences of any interruptions or errors.
In no event shall ARC be liable for any indirect, special, punitive or consequential damages arising from the use or availability of this Service or the products or services herein referenced, even if ARC has been advised of the possibility of such damages.
User shall indemnify and hold harmless ARC, its shareholders, directors, officers, participating carriers, and employees from and against any and all liability, damages, costs, or expenses, arising out of, or in any way related to, the data and information provided pursuant to this Agreement, except to the extent such liability, damages, costs, or expenses were caused by the sole negligence of ARC. This indemnity obligation shall survive termination or expiration of this Agreement.

Financial Responsibility

User shall be financially responsible for any and all transactions for the sale of products via ARC MarketPlace despite whether the Merchant of Record is ARC or a supplier (this is dependent upon the type of product sold and the method used to complete that sale, i.e., a Miscellaneous Charge Order or e-commerce type sale with a supplier).

Governing Law, Jurisdiction and Venue

The Terms of Service shall be construed in accordance with and governed by the laws of the Commonwealth of Virginia without regard to its choice of law principles. This is the case regardless of whether you reside or transact business or view the MarketPlace in Virginia or elsewhere. Disputes regarding these Terms of Service will be resolved in accordance with your company's Access Agreement.

This ARC MarketPlace site is controlled and administered by ARC in the United States of America. ARC makes no representations that materials at the site are appropriate or available for use at locations outside the United States. If you access the site from locations outside of the United States, you are responsible for compliance with all local laws.

By using this site you agree that any and all disputes relating to, or arising from these Terms of Use or your access to, or use of this Site shall be resolved in accordance with the terms of your company's agreement with ARC or otherwise in the United States Federal District Court for the Eastern District of Virginia or the state court in Arlington County, Virginia.

Severability

If any provision of this Terms of Service is invalid or unenforceable under any statute or rule of law, the provision is to that extent to be deemed omitted and the remaining provisions of this Terms of Service shall not be affected in any way.

No Waiver

ARC's failure or delay to enforce any provision of this Terms of Service or respond to any breach by you or others shall not operate or be construed as a waiver or prevent ARC from taking any permitted action to prevent further breaches.

Last Revised June 27, 2008