1. Introduction and Overview

These Terms of Use (“Terms”) set forth a legally binding agreement between you and Delta Air Lines, Inc. (“Delta”, “we”, “our”, or “us”), and govern your use of the business experience on delta.com management hub and all features, content, and other services that we own, control and make available through such online service location, (collectively, the “Tool”). Your use of the Tool is also subject to the general terms of use for delta.com (the “Additional Terms”).

By accessing or using the Tool, you agree to these Terms and the Additional Terms, and consent to our collection, use and disclosure practices, and other activities as described in our Privacy Policy. If you do not agree and consent, discontinue use of the Tool.

2. Tool Use

A. Content.

The Tool contains: (i) materials and other items relating to Delta and its products and services, including, as applicable, all layout, information, databases, articles, posts, text, data, files, images, scripts, designs, graphics, instructions, illustrations, photographs, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Tool, and the compilation, assembly, and arrangement of the materials of the Tool and any and all copyrightable material; (ii) trademarks, logos, trade names, trade dress, service marks, and trade identities of various parties, including those of Delta; and (iii) other forms of intellectual property (all of the foregoing, collectively “Content”). All right, title, and interest in and to the Tool and the Content is the property of Delta or our licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, patent and/or other intellectual property and unfair competition rights and laws to the fullest extent possible.

B. Limited License.

Subject to your strict compliance with these Terms and any applicable Additional Terms, Delta grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to download, display, view and use the Tool on a computer, browser, laptop, tablet, mobile phone, or other internet-enabled device (each, a “Device”), in each case for the purpose of administering your account and that of your authorized travelers only. The foregoing limited license (i) does not give you any ownership of, or any other intellectual property interest in, the Tool or any Content, and (ii) may be suspended or terminated for any reason, in Delta’s sole discretion, and without advance notice or liability. Your unauthorized use of the Tool may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability. The Tool is being provided to you solely for the benefit of Delta. Delta may revoke the rights granted to you under these Terms at any time, without notice and in Delta's sole discretion.

C. Accounts.

Certain features of the Tool may require you to register an account. When registering an account, you agree to: (i) provide true, accurate, current, and complete information; (ii) maintain and update this information to keep it true, accurate, current, and complete; (iii) protect and prevent unauthorized access to your account; (iv) not transfer or share your account with any third party; and (v) immediately notify us of any suspected or actual unauthorized use of your account or breach of security. Please note that you are solely responsible for all activities that occur under your account, whether or not you authorized the activity, and we are not liable for any loss or damage to you or any third party arising from your failure to comply with any of the foregoing obligations. Delta has the right to terminate your log-in access at any time at its sole discretion without notice.

D. Restrictions.

You may not, for any reason and at any time: (a) translate, modify, or make derivative works of the Tool or any part thereof; (b) redistribute (except to other employees within your legal entity only for the purposes set forth in these Terms), copy, sublicense, rent, publish, sell, assign, lease, market, transfer, or otherwise make the Tool available to third parties; (c) reverse engineer, decompile, modify or otherwise attempt to extract the source code of the Tool or any part thereof; (d) use the Tool for your or any third party's business or other commercial purpose; (e) engage in any activity in connection with the Tool that is unlawful, harmful, offensive, sexually explicit, obscene, violent, threatening, harassing, abusive, falsely representative of your persona, invasive of someone else’s privacy, or otherwise objectionable to Delta; (f) harvest any information from the Tool, including through any automated or digital means; (g) interfere with the proper operation of or any security measure used by the Tool; (h) infringe any intellectual property or other right of any third party in connection with your use of the Tool; (i) use the Tool in a manner that suggests an unauthorized association or is beyond the scope of the limited license granted to you; or (j) otherwise violate these Terms or any applicable Additional Terms. You agree that any access to or use of the site in violation of any provision of these Terms of Use (including (a) through (j) above) shall constitute “Unauthorized Use” of the site.

You agree to comply with all local, state, federal, national, foreign, and international laws, statutes, ordinances, regulations, treaties, and directives that apply to your use of the Tool.

E. Availability.

Delta may suspend or terminate the availability of the Tool, in whole or in part, to any individual user or all users, for any reason, in Delta’s sole discretion, and without advance notice or liability. Upon suspension or termination of your access to the Tool, or upon notice from Delta, all rights granted to you under these Terms or any applicable Additional Terms will cease immediately, and you agree that you will immediately discontinue use of the Tool.

F. Reservation of Rights.

All rights not expressly granted to you are reserved by Delta and its licensors and other third parties. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. Any unauthorized use of the Tool for any purpose is prohibited.

3. Disclaimer of our Representations and Warranties; Limitations of Liability

The tool is provided to you on an "as is," "as available," and "with all faults" basis. Neither delta nor any of its officers, directors, managers, employees or agents (collectively, the "delta parties") make any representations, warranties or endorsements of any kind whatsoever as to the tool, whether express or implied, statutory or otherwise, or arising from course of dealing, course of performance or usage of trade, including the implied warranties of title, non-infringement, merchantability, fitness for a particular purpose, quiet enjoyment and freedom from computer virus. By accessing or using the tool you represent and warrant that your activities are lawful in every jurisdiction where you access or use the tool.

To the maximum extent permitted by law, in no event shall the delta parties be liable to you for any loss, damage or injury of any kind including any direct, indirect, special, incidental, exemplary, consequential or punitive losses or damages, or damages for system failure or malfunction or loss of profits, data, use, business or good-will, arising out of or in connection with (a) the tool, (b) these terms or (c) your misuse of the tool. The limitations set forth in this section shall apply regardless of the form of action, whether the asserted liability or damages are based on contract, indemnification, tort, strict liability, statute or any other legal or equitable theory.

Notwithstanding the foregoing, these disclaimers herein do not exclude any product liability claims, statutory consumer rights which cannot be otherwise disclaimed under applicable law, damages associated with personal injury or resulting from delta’s intentional misconduct, recklessness, fraud, or gross negligence.

4. Indemnification

You agree to defend, indemnify and hold harmless Delta from and against any and all claims, liabilities, damages, losses, costs and expenses (including, reasonable attorneys’ fees and costs) arising out of or in connection with any of the following: (i) your breach or alleged breach of these Terms; (ii) your misuse of the Tool; (iii) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental or quasi-governmental authorities; (iv) your violation of the rights of any third party, including any intellectual property right, publicity, confidentiality, property or privacy right; (v) your use of a Third Party Service; (vi) any misrepresentation made by you; or (vii) your gross negligence or willful misconduct. Delta reserves the right to assume, at your expense, the exclusive defense and control of any matter subject to indemnification by you. You agree to cooperate with Delta’s defense of any claim. You will not in any event settle any claim without the prior written consent of Delta.

This provision does not require you to indemnify us for any unconscionable commercial practice by us or for our fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Tool.

5. Customer Support

You acknowledge that the provision of support in connection with the Tool is at Delta’s sole discretion and that we have no obligation to provide you with customer support of any kind. All legal notices to us must be mailed to: Delta Air Lines, Inc., ATTN: General Counsel, 1030 Delta Blvd., Dept. 981, Atlanta, GA 30309, USA. When you communicate with us electronically, you consent to receive communications from us electronically. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

6. Third Party Services

Our Tool contains content from and hyperlinks to websites, locations, platforms, and services operated and owned by third parties, including third-party corporate expense management tools and duty of care providers (“Third Party Services”). We may also integrate third party technologies into our Tool and host our content on Third Party Services. These Third Party Services are not owned, controlled, or operated by us, and you acknowledge and agree that we are not responsible or liable for the information, content, products, technologies, or services on or available from such Third Party Services, or for the results to be obtained from using them. If you choose to access, transact with, or otherwise interact with any such Third Party Services, you do so at your own risk. You are responsible for obtaining any legally required consents associated with your use of Third Party Services. For more information on Third Party Services, see our Privacy Policy.

7. Choice of Law

A. Waiver of Class Actions.

You waive any right to pursue an action on a class-wide basis against us and may only resolve disputes with us on an individual basis and may not bring a claim against us as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed.

B. Waiver of Jury Trial.

The parties hereby waive their constitutional and statutory rights to go to court and have a trial in front of a judge or a jury, instead electing that all claims and disputes shall be resolved as provided in this paragraph. Any dispute arising from, relating to, or touching upon in any way the tool, the terms, the additional terms or your unauthorized use of the tool shall be construed under and governed by the law of the state of georgia. Any lawsuit or other legal proceeding arising from, relating to, or touching upon in any way your unauthorized use of the site shall be brought, if at all, only in the united states district court for the northern district of georgia or, if that court lacks subject-matter jurisdiction, the superior court of fulton county, georgia. You acknowledge the right of the specified courts to assert personal jurisdiction over you in any such actions, and you waive and release all defenses to that assertion of jurisdiction.

8. Waiver of Injunctive or other Equitable Relief

To the maximum extent permitted by law, you agree that you will not be permitted to obtain an injunction or other equitable relief of any kind, such as any court or other action that may interfere with or prevent the development or exploitation of any website, application, content, submissions, product, service, or intellectual property owned, licensed, used or controlled by delta or a licensor of delta.

9. Updates to Terms

We reserve the right, at any time in our sole discretion, to modify or replace any part of these Terms and any applicable Additional Terms, without prior notice. You agree that we may notify you of any updated Terms and any applicable Additional Terms by posting them on the Tool so that they are accessible via a link from the home page, and/or to send you an e-mail to the last e-mail address you provided to us. All such changes are effective immediately when we post them, or such later date as may be specified in the notice of updated Terms and any applicable Additional Terms. If you object to any such changes, your sole recourse is to cease using the Tool.

10. General Provisions

A. Consent or Approval.

No consent or approval may be deemed to have been granted by Delta without being in writing and signed by an officer of Delta.

B. Survival.

The provisions of these Terms and any applicable Additional Terms, which by their nature should survive termination of your use of the Tool, will survive.

C. Severability; Interpretation; Assignment.

If any provision of these Terms, or any applicable Additional Terms, is for any reason deemed invalid, unlawful, void, or unenforceable, then that provision will be deemed severable from these Terms or the Additional Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms or the Additional Terms. You hereby waive any applicable statutory and common law that may permit a contract to be construed against its drafter. The summaries of provisions and section headings are provided for convenience only and shall not limit the full Terms. Delta may assign its rights and obligations under these Terms and any applicable Additional Terms, in whole or in part, to any party at any time without any notice. These Terms and any applicable Additional Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of Delta.

D. Complete Agreement; No Waiver.

These Terms, and any applicable Additional Terms, reflect our complete agreement regarding the Tool and supersede any prior agreements, representations, warranties, assurances or discussion related to the Tool. Except as expressly set forth in these Terms or any applicable Additional Terms, (i) no failure or delay by you or Delta in exercising any of rights, powers, or remedies under will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of these Terms or any applicable Additional Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced.

E. International Issues.

Delta controls and operates the Tool from the U.S., and Delta makes no representation that the Tool is appropriate or available for use beyond the U.S. You agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms or to any sale of goods carried out as a result of your use of the Tool. Software related to or made available by the Tool may be subject to export controls of the U.S., and, except as authorized by law, you agree and warrant not to export or re-export the software to any county, or to any person, entity, or end-user subject to U.S. export controls or sanctions.

F. Investigations; Cooperation with Law Enforcement.

Delta reserves the right to investigate and prosecute any suspected breaches of these Terms or the Tool. Delta may disclose any information as necessary to satisfy any law, regulation, legal process or governmental request.