CCL Software, LLC License
BidNav Software As A Service
Pilot Bidding System

IMPORTANT - READ CAREFULLY

This Agreement (the “License”) sets forth the terms and condition under which a qualified user (“Subscriber”) may access and use the BidNav Software as a Service Pilot Bidding System on the CCL Software, LLC (“CCL”) website (“BidNav”).

BY CLICKING THE “ACCEPT” BUTTON BELOW, YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE.

1. PURPOSE OF BIDNAV.
   BidNav is a tool designed to translate “pilot speak” into back-end airline bidding software language in a manner that will assist the Pilot in bidding for routes with an airline.  BidNav IS NOT a guarantee of a route assignment or bid award.  Subscribe may use BidNav to assist in bidding for pilot routes with a participating airline.  Subscriber may NOT use BidNav to assisting in bidding routes of any person other than Subscriber.
2. ELIGIBILITY.
   To be eligible to use BidNav, Subscriber must be a resident of the United States and a pilot actively employed by a participating airline. All accounts will be verified with the participating airline to ensure active employment status. By requesting an account for BidNav, Subscriber authorizes CCL to make any inquiry necessary to validate Subscriber’s eligibility.
3. LICENSE TERMS
   
   1. Grant.  Provided that Subscriber is in compliance with the terms of this License, CCL grants to Subscriber a nonexclusive, nontransferable license to use BidNav pursuant to the terms of this License.
   2. Authorized Use. Subscriber may use BidNav for the purposes set forth in this License and not for any commercial purposes including.
   3. Assignment. CCL may assign this License without the consent of Subscriber.  Upon such assignment, CCL shall be released from all further obligations and duties under this License.
   4. Modifications and Reverse Engineering. Subscriber shall not, in any way, modify or make derivative works of BidNav or any content on BidNav and shall not disassemble, decompile or reverse engineer BidNav or permit or assist any third party in the same.
   5. Representations by Subscriber.  By accepting this License and/or by using BidNav, Subscriber represents and warrants that all information provided by Subscriber to CCL during any registration for BidNav or later data input is/shall be true and accurate in all material respects and that Subscriber is duly authorized to enter into this License. Should any representations by Subscriber prove false at any time, CCL may, in its sole discretion, immediately discontinue Subscriber’s access to, and disable Subscriber’s use of, BidNav without notice and without recourse by Subscriber.
   6. Modification.  CCL shall have the right to amend or modify the terms of this License at any time by posting a revised version of this License on BidNav (http://www.bidnav.com). The revised version will be effective at the time it is posted. Subscriber’s continued use of BidNav will be considered express acceptance of any changes, modifications or additions to this License.
   7. Reservation of Rights.  CCL reserves all rights not expressly granted in this License, including, but not limited to the right to license the use of BidNav and any content of BidNav to any third party.
   8. Material Terms. Each of the terms of this License is material and the failure of Subscriber to comply with any of these terms shall constitute a breach of this License.
4. SUBSCRIPTION
   1. Fees.  BidNav is Licensed for a monthly subscription fee.  In consideration of the license of BidNav, Subscriber shall pay the then current license fees.  The license fees as of August 1, 2015 are:
      Active Bid $50/month Skip Bidding $10/month Fees may be changed by CCL upon not less than thirty (30) days notice to Subscriber. 
   2. Bid Period. As used herein, a Bid Period shall mean the time period in which participating airlines allow bids to be actively submitted in the bidding system which is currently defined as starting at 5pm Central Standard Time on the 6th of every month, ending at 10am Central Standard Time on the 12th of every month.
   3. Monthly Charges. Fees will be charged monthly to the Subscriber’s credit card on file on the 3rd of the month before the bid period begins.
   4. Non-Bid.  If Subscriber does not intend to enter a bid for any month, Subscriber may elect to “Non-Bid” the applicable month by checking the Non-Bid box in BidNav prior to the payment date for that month.  If a Non-Bid is elected prior to the payment date, the “bid submission button” will be grayed out so that a bid will not be submitted for that mont, and Subscriber will only be charged a maintenance fee to maintain an active account.  If Subscriber neither bids nor elects to Non-Bid prior to the payment date, Subscriber will be billed for an Active Bid that month as set forth above.
   5. Cancellation.  Subscriber may cancel an account at any time. The unused monthly fees will be refunded.  If Subscriber has already submitted the current month’s bid, no refund will be provided for that month.
5. PROCESS
   1. Minimum Requirements. Subscriber must have adequate Internet bandwidth (at least 10 Megabits/sec is recommended) and use a supported Internet browser (as of July 18, 2015, supported browsers are: IE9 or later, Firefox, Chrome, or Safari within the last two (2) stable production releases).
   2. Entering Bids. Subscriber must login to BidNav with their user name and password during the bid period.  Subscribers must then input data that constitutes their bid and route profile in the appropriate field.  BidNav does not automatically enter the Subscriber’s personal information and does not automatically verify Subscriber’s acceptance of the route profile bid by the Subscriber.  Subscriber shall be responsible for understanding how to use BidNav including, but not limited to, inputting data, choosing options, and completing the bid.  Subscribers use ALL options and selections at their own risk.
6. INTELLECTUAL PROPERTY RIGHTS
   Under no circumstances shall Subscriber sell, license, publish, display, distribute, or otherwise transfer to a third party the content of BidNav without CCL’s prior written consent.
7. DISCLAIMERS
   1. Warranties. CCL DOES NOT WARRANT, EXPRESSLY OR IMPLIEDLY THAT: i) SUBSCRIBER WILL RECEIVE THE ROUTES BID OR ii) AN AIRLINE WILL CONTINUE TO ACCEPT BIDS USING BIDNAV; THERE ARE NO WARRANTIES OF ANY KIND REGARDING BIDNAV MADE TO SUBSCRIBER, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  BIDNAV AND ALL CONTENT THEREIN ARE PROVIDED “AS IS.” CCL DOES NOT WARRANT ANY LEGAL MATTERS AND MAKE NO REPRESENTATIONS OF LAW. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusions may not apply to Subscriber.
   2. Affiliation. CCL is not associated or affiliated with, supported by, or endorsed by any airline.
8. ASSUMPTION OF RISKS AND WAIVERS OF LIABILITY.
   1. Use of BidNav. Subscriber assumes all risk of improper, untimely, or mistaken use of BidNav and waives all claims against CCL for damages or results caused Subscriber’s improper, untimely, or mistaken use of BidNav. Subscriber shall be solely responsible for the timely submission of a bid into the participating airline system with or without BidNav.  CCL shall have no liability for Subscribers failure to do so. 
   2. Manual Bids. Submitting or attempting to submit a bid by-hand through the participating airline system will alter the service that BidNav provides.  Accordingly, Subscriber assumes all risks association with doing so.
9. LIMITATION OF LIABILITY
   IN NO EVENT WILL CCL BE LIABLE TO SUBSCRIBER FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR OTHER SIMILAR DAMAGES, INCLUDING LOST PROFITS, INCONVENIENCE, LOST INCOME, OR OTHER DAMAGES ARISING FROM THE USE OF, OR INABILITY TO USE, BIDNAV AS INTENDED OR OTHERWISE REGARDLESS OF WHETHER THE CLAIM IS BASED ON BREACH OF WARRANTY, CONTRACT, NEGLIGENCE, STRICT LIABILITY, MISRPRESENTATION, OR ANY OTHER CLAIM AT LAW OR EQUITY EVEN IF CCL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. LIMITATION OF DAMAGES
    NOTWITHSTANDING ANYTHING IN THIS LICENSE TO THE CONTRARY, IN THE EVENT THAT CCL IS LIABLE FOR ANY DAMAGES OR CLAIMS OF SUBSCRIBER, SUCH DAMAGES SHALL BE LIMITED TO THE TOTAL FEES PAID BY SUBSCRIBER DURING THE TWELVE MONTH PERIOD PRECEDING THE DATE THAT THE CLAIM IS FIRST MADE IN WRITING TO CCL.
11. REMEDIES
    1. User Error. No refund will be given due to lack of understanding or compliance with the BidNav service.
    2. BidNav Errors. If BidNav processes a bid containing logical errors that are inconsistent with the options entered by Subscriber using BidNav, Subscriber’s sole remedy shall be a refund for that month or credit for future billings.
    3. Termination.  CCL may close, suspend, or limit access to Subscriber’s account and/or the BidNav service if Subscriber violates this License. Any disputes, questions or concerns should be directed to disputes@cclsoftware.com.
12. GENERAL PROVISIONS
    1. Modifications. CCL may alter or revise the terms of this License and/or deny access to BidNav by Subscriber and discontinue BidNav without prior notice to Subscriber.  If Subscriber does not accept the changes, Subscriber’s sole remedy shall be to discontinue use of BidNav.
    2. Governing Law/Venue/Jurisdiction. This License shall be governed by and construed under the laws of the State of Colorado and the United States of America, without regard to choice of law provisions. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Venue and jurisdiction shall be proper only in the state of Colorado and Subscriber consents to such exclusive and personal jurisdiction and venue. SUBSCRIBER AND CCL WAIVE ALL RIGHTS TO A JURY TRIAL.
    3. Time Limitation. In the event that Subscriber wishes to make a claim against CCL directly or indirectly related to this License, such claim must be made within one year of the date that Subscriber knew or should have known the facts leading to such claim.
    4. Force Majeure. Except for payment of monies, neither party shall be liable for failure to fulfill its obligations under this License beyond its reasonable control, including, computer failure, electrical failure, electrical blackouts or brownouts, but not limited to, divine acts, weather, ionizing radiation, pressure waves, man-made or natural disasters, earthquakes, fire, riots, flood, material shortages, strikes, delays in transportation or inability to obtain labor or materials through its regular sources. The time for performance of any such obligation shall be extended for the time period lost by reason of delay caused by the aforesaid.
    5. Prohibited Conduct. In relation to the use, or as part of the use, of BidNav, Subscriber shall not: i) violate any federal, state, or local law, ordinance, rule or regulation; iii) infringe upon the copyright, patent, trademark, trade secret or other intellectual property right of a third party’s; iii) act in a manner that is defamatory, libelous, threatening, or harassing; iv) provide false, misleading or inaccurate information; v) or in any other way prohibit CCL from providing services consistent with this License.
    6. Savings Clause and Severability. If any term or section of this License is found to be unenforceable, illegal, or unlawful by any Court or tribunal, for any reason, then such term or section, shall be deemed modified to the extent necessary to make it enforceable and if declared invalid, unenforceable, or void for any reason, the remaining terms and sections shall be in full force and effect and binding as if the invalid, unenforceable, or void terms were a part hereof.
    7. Questions. Any questions or concerns of Subscriber should be directed to disputes@cclsoftware.com.
    8. Attorney’s Fees. In the event Subscriber violates any of the terms of this License, Subscriber shall be liable for, and pay, the reasonable attorney's fees and costs incurred by CCL as a result of enforcing the terms of this License whether or not any legal action is commenced.

CCL Software, LLC
Service Level Agreement
BidNav Software As A Service
Pilot Bidding System
Service Level Agreement

This Service Level Agreement (“SLA”) is a part of the BidNav Software-as-a-Service (“BidNav”) provided by CCL Software (“CCL”) and is attached as an addendum to the CCL License of BidNav to its customers, clients, and end user/user (a “Subscriber”).  This SLA sets forth the level of service associated with BidNav and provides certain rights and remedies in the event of a service interruption as a result of failure of the CCL infrastructure resulting in less than 99.9% availability as defined below.

BY CLICKING THE “ACCEPT” BUTTON ON THE LICENSE, YOU ALSO AGREE TO BE BOUND BY THE TERMS OF THIS SLA

1. Definitions. For the purpose of the SLA, the terms in bold are defined as follows:
   1. “Active Bid Period” means the time period in which participating airlines allow bids to be actively submitted in the bidding system which is currently defined as starting at 5pm Central Standard Time on the 6th of every month, ending at 10am Central Standard Time on the 12th of every month.
   2. “Available” means that a Subscriber whose account is active, enabled, and has reasonable access to the Services provided by CCL, subject to the exclusions defined in Downtime Minutes below.
   3. “Downtime” means the total number of minutes that the Subscriber cannot access the Services during the Active Bid Period. The calculation of Downtime Minutes excludes time that the Subscriber is unable to access the Services due to any of the following:
      1. Maintenance Time
      2. Subscriber’s own Internet service provider
      3. Force Majeure event
      4. Any systemic Internet failures
      5. Any failure in the Subscriber’s own hardware, software or Network connection
      6. Subscriber’s bandwidth restrictions
      7. Subscriber’s acts or omissions
      8. Anything outside of the direct control of CCL Software, including, but not limited to, failure to perform by a contractor, sub-contractor or vendor of CCL, as well as failures of any participating airline bidding system
   4. “Emergency Maintenance” means change controls that are immediately needed and occur with little prior notification (CCL will post the information on BidNav as soon as reasonably practical).
   5. “Maintenance Notices” means the notice that CCL will place on the front page of the BidNav website at least forty-eight (48) hours in advance (or longer if practical) of planned maintenance. (There may be times when CCL performs maintenance of BidNav without notice in order to protect the integrity of BidNav due to security issues, virus attacks, spam issues, or other unforeseen circumstances.
   6. “Maintenance Time means the time period during which BidNav may not be Available because of routine maintenance to maximize performance, on an as needed basis.
   7. “Planned Maintenance” means change controls in support of on-going product and operational changes necessary for optimal performance, deployment of non-critical service packs or patches, and periodic redundancy testing.
   8. “Problem Response Time” means the time period after CCL’s confirmation of the Services event, from receipt of the information required from the Subscriber for CCL's Support Team to begin resolution and open a trouble ticket in CCL's systems. Due to the wide diversity of problems that can occur, and the methods required to resolve them, problem response time IS NOT defined as the time between the receipt of a call and problem resolution. After receiving a report of fault, CCL shall use a reasonable method to provide Subscriber with a progress update.
   9. “Preventative Maintenance” means change controls made after detection of an item in the environment necessary to to avoid emergency change controls in the future. (Whenever reasonably possible, preventative maintenance will be done during low peak hours as defined by our network metrics.)
   10. “Total Monthly Minutes” means the number of days in the month multiplied by 1,440 minutes per day.
2. Service Levels.
   1. Applicability. This SLA shall apply to a Subscriber who:
      1. Has successfully registered for BidNav with full, valid account details and verification of that Subscriber is an active pilot with valid bidding status with a participating airline.
      2. Is current with all monthly fees
      3. Has submitted a bid during the applicable Active Bid Period. Downtime, planned and unplanned, outside of this period will not be considered in violation of this SLA. Subscribers paying an account maintenance fee only, and not submitting an active bid, will not be subject to this SLA during such periods.
   2. Measurement. CCL uses a proprietary system to measure whether BidNav is Available, which shall be the sole basis for resolution of any dispute regarding this SLA.  Availability is calculated based on the following formula: A = (T – M – D) / (T – M) x 100% A = Availability T = Total Monthly Minutes M = Maintenance Time D = Downtime

      Availability	Credit Amount of Monthly Fee
      > 97.9% but < 99.9%	3%
      > 96.9% but < 97.9%	5%
      < 96.9%	7%

3. Problem Response Times
   1. Response Times. The response time per incident shall be:

      Category Level	Criteria	Response Time
      1	Unplanned interruption rendering the Services un-Available during the Active Bid Period; no work-around	15 Minutes
      2	Unplanned interruption rending the Services un-Available during the Active Bid Period; work-around available	30 Minutes
      3	Services are un-Available for a single Subscriber or small percentage of Subscribers during the Active Bid Period	4 Hours
      4	Intermittent problem	8 Business Hours

      All times of availability and response as set forth above are subject to adjustment based on Force Majeure as defined in the License.
   2. Service Level Credit. If CCL fails to meet the applicable Service level metric for Problem Response Time for a month Subscriber shall receive a Service Level Credit for each incident equal to 50% of the current monthly invoice, not to exceed $50 per month.
   3. Procedure. In the event that CCL fails to meet the Service Levels set forth above the following shall apply:
      1. CCL must have created a support ticket documenting the event within 24 hours of the service interruption.
      2. Subscriber must be in good standing with all invoices paid and up to date, and must be in an active bid submission status.
      3. Subscriber must notify CCL in writing within five (5) business days by sending an email to support@cclsoftware.com and providing the following details:
         • Subject of email must be: "Claim Notice - [Subscriber Logon and Email Address]" (Subscriber’s logon and primary email address on file must be listed in place of [Subscriber Logon and Email Address])
         • List the issue and describe how the Services were affected
         • List the date the Downtime Minutes occurred
         • List an estimate of the amount of actual Downtime Minutes
         • List of actions that were being performed by the Subscriber, with as much detail as possible.
      4. CCL will confirm by email to Subscriber the information provided in the Claim Notice within five (5) business days of receipt of the Claim Notice.
      5. If CCL cannot confirm the Downtime Minutes, then the Subscriber and CCL shall refer the matter to executives at each company for resolution.
      6. If CCL confirms that is was out of compliance with this SLA, the Subscriber will receive the Service Level Credits set forth above which will be reflected in the Subscriber’s monthly subscription fees in the month following confirmation of the Downtime Minutes.
      7. SLA credits will only be applied to Subscribers that are in good standing with all invoices paid and up to date.