AAdvantage Business™ terms and conditions

1. Business eligibility

(a) Membership in the Program is available to any business that: (i)(A) maintains its primary physical address in one of the countries where the Program is available, as listed on American’s webpage for the Program; and (B) has a valid verifiable Federal Employer Identification Number (FEIN), Business Number or similar tax ID, as determined by American; or (ii) has an authorized representative who is a cardholder of an eligible AAdvantage Business^™ Co-Brand Card (as defined below) ("Cardholder"). A business which meets items (i) or (ii) above and which is not an Excluded Category (as defined below) is referred to as a "Business". For purposes of these Terms, "AAdvantage Business^™ Co-Brand Card" means any AAdvantage^® credit card for businesses that are eligible to participate in the Program.

(b) The following are not eligible to participate in the Program (each, an "Excluded Category"):

• (i) Travel agencies, wholesalers, consolidators, and other sellers or re-sellers of travel.
• (ii) Individuals when traveling only for leisure.

(c) American may request the Business provide certain information or documentation to evidence its fulfillment of the above-mentioned criteria, as further described in these Terms. American reserves the right, in its sole discretion, to determine a business’s eligibility to be classified as a Business and participate in the Program.

(d) The Business's ability to participate in the Program is contingent upon the Business's acceptance of, and compliance with, the Terms (including, for clarity, the AA.com Terms and AAdvantage^® Terms) and all other Program rules, regulations, policies, and procedures (the "Program Rules") and acknowledgement of the Privacy Policy.

2. Business enrollment and validation

(a) In order to validate that a business meets the requirements to be classified as a Business or to complete enrollment in the Program, American will require a business that does not have employees who are Cardholders to provide its business name, physical address, and a valid Federal Employer Identification Number (FEIN), Business Number or similar tax ID, as determined by American. Cardholders will be subject to the validation requirements established by its AAdvantage Business^™ Co-Brand Card. American may validate the Business’s eligibility to participate in the Program on a yearly basis.

(b) In the event American or the AAdvantage Business^™ Co-Brand Card, as applicable, is unable to validate a business, such business may enroll in the Program as a "Non-Validated Business". A Non-Validated Business will be allowed to participate in the Program but will not be entitled to earn AAdvantage^® Miles (as defined below) under the Program. A Non-Validated Business’s Business Travelers will not be entitled to earn Loyalty Points (as defined below) under the Program. A Non-Validated Business will be able to apply for an AAdvantage Business^™ Co-Brand Card and to earn AAdvantage^® Miles through use of the credit card.

(c) Upon enrollment in the Program, American will assign the Business a program account number, sometimes referred to as a business account number (the "Program Account Number").

3. Travel Managers

(a) Each Business must have one or more individual(s) to serve as the Business’s “Travel Manager(s)” who: (i) is at least 18 years of age or older; (ii) resides in a country in which the Program is available; (iii) is an employee of the Business; (iv) is an AAdvantage^® member; (v) is familiar with and agrees to comply with these Terms (including the AAdvantage^® Terms and the AA.com Terms), and (v) acknowledges and has read the Privacy Policy. A travel agent cannot serve as a Business’s Travel Manager. Except for individuals with multiple AAdvantage Business^™ Co- Brand Card accounts, in no event will an individual be permitted to serve as a Travel Manager for more than one Business. Travel Managers may update or add additional Travel Managers at any time through the Portal (as defined below). All Travel Managers must register with the Program and agree to these Terms. The Privacy Policy applies to all personal information of each Travel Manager, including each Travel Manager’s name, email, and AAdvantage^® number, provided by each Travel Manager to American.

(b) American reserves the right to request additional information from the Business to verify that an individual meets the requirements to be classified as a Travel Manager (the "Travel Manager Supporting Documents"). The Business shall ensure that all Travel Manager Supporting Documents provided to American only include the information necessary to verify a Travel Manager meets American’s requirements and redact or otherwise exclude any sensitive information of a Travel Manager such as Social Security number, date of birth, address, or wage information. By registering with the Program and accepting these Terms, each Travel Manager (or any individual wishing to be considered as a Travel Manager) acknowledges and agrees that both the Business and American may share the Travel Manager Supporting Documents and discuss details regarding the same with the other party.

(c) The Business acknowledges and agrees that each individual acting as the Business’s Travel Manager shall have authority to take actions in connection with the Program on behalf of, and as a representative of, the Business. In the event that the Business no longer wants a Travel Manager to serve as its representative or to take actions in connection with the Program on its behalf, the Business must designate a replacement Travel Manager and promptly disable the terminated Travel Manager’s access to the Portal, Business Traveler Information or other information about the Business’s participation in the Program. The Business is solely responsible for (i) promptly disabling access for the terminated Travel Manager, (ii) providing prompt notice to American of any and all changes to their Travel Manager(s), and (iii) re-executing any agreements and documentation as may be required by American for the replacement Travel Manager. The Business will remain responsible for all actions taken by a Travel Manager until the Travel Manager’s access has been effectively disabled.

(d) The initial individual who enrolls the Business in the Program shall automatically be deemed a Travel Manager of the Business (the "Initial Travel Manager"). By enrolling the Business in the Program, the Initial Travel Manager represents and warrants that it has the authority to bind the Business to these Terms.

(e) A Travel Manager may also be a Business Traveler if they meet the qualifications of a Business Traveler. Travel Manager(s) shall be responsible for inviting Business Travelers to participate in and/or register for the Program and managing the Business’s AAdvantage^® Miles balance, including redeeming or transferring the Business’s AAdvantage^® Miles. Travel Managers may also book flights or arrange for the booking of flights on behalf of Business Travelers. In performing such tasks, Travel Managers may have access to personal information of the Business’s Business Travelers, including each Business Traveler’s name, email address, date of birth, AAdvantage^® number, AAdvantage^® loyalty program or tier status, and information about each Business Traveler’s flights booked under the Program (the "Business Traveler Information"). Each Travel Manager shall: (i) keep all Business Traveler Information confidential and not disclose such information to any third parties, except as necessary to perform such tasks; (ii) only use such Business Traveler Information in compliance with applicable laws and regulations; (iii) not export the Business Traveler Information; and (iv) only use such Business Traveler Information for the sole purpose of performing the obligations of, and solely for the duration of time that such Travel Manager is, a Travel Manager under the Program. The Business consents to each Travel Manager’s access to and use of the Business Traveler Information. American will not be liable to the Business, Travel Managers, or Business Travelers for any misuse or unauthorized use of the Business Traveler Information by the Business or Travel Managers.

(f) Program notifications, monthly statements, Program changes, and other materials for the Program (collectively, the "Program Information") will be emailed only to the Travel Manager(s) at the email address provided by each Travel Manager. The Travel Managers shall be solely responsible for transmitting the Program Information to the Business and Business Travelers. The Travel Managers must advise American of address and email changes by updating their information through the Portal. American will have no liability for lost, destroyed, or misdirected correspondence or the failure of the Travel Managers to distribute the Program Information to the Business or Business Travelers. American may, at its sole option, withhold monthly statements and other Program correspondence from the Business if the Business does not earn AAdvantage^® Miles during any calendar month.

(g) The Travel Managers shall not earn Loyalty Points as a result of facilitating the booking of travel for a Business Traveler or inviting a Business Traveler to participate in and/or register for the Program. A Travel Manager’s own travel will earn Loyalty Points when such Travel Manager is acting as a Business Traveler.

(h) The Business will be solely responsible for the acts or omissions of a Travel Manager in connection with the Program.

4. Business Travelers

(a) Each employee and contractor of the Business who is at least 18 years of age may be a "Business Traveler" of the Business under the Program. As used in these Terms, "Business Travelers" may also be deemed to include Travel Managers who are making bookings for themselves in their capacity as a Business Traveler or otherwise acting in their capacity as a Business Traveler. All Business Travelers must comply with these Terms, and acknowledge the Privacy Policy. A Business Traveler’s participation in the Program shall not impact their ability to earn AAdvantage^® Miles or Loyalty Points under the AAdvantage^® program. Business Travelers should consult with their Business’ Travel Manager to ensure they have the latest Program Information.

(b) Certain services or benefits of the Program may only be available to Business Travelers who have registered with the AAdvantage Business^™ Program (“Registered Business Traveler”). To register with the Program, a Business Traveler must have an AAdvantage^® number. Business Travelers located in countries where the Program is not available may not be permitted to become Registered Business Travelers due to technical limitations. Except for individuals with multiple AAdvantage Business^™ Co- Brand Card accounts, or unless otherwise permitted by American, in no event may an employee or contractor be a Registered Business Traveler for more than one Business at any given time, even if such individual is an employee or contractor for multiple Businesses.

(c) American reserves the right to request additional information from the Business to verify that an individual meets the requirements to be classified as a Business Traveler, or if applicable, as a Registered Business Traveler, ("Business Traveler Supporting Documents"). The Business shall ensure that all Business Traveler Supporting Documents provided to American only include the information necessary to verify that the Business Traveler is an employee or contractor of the Business or, if applicable, qualifies as a Registered Business Traveler, and shall redact or otherwise exclude any sensitive information of the Business Traveler such as Social Security number, date of birth, address, or wage information. Each Business Traveler (or any individual wishing to be considered as a Business Traveler) acknowledges and agrees that both the Business and American may share the Business Traveler Supporting Documents and discuss details regarding the same with the other party.

(d) By participating in the Program, Business Travelers acknowledge and agree that Business Traveler Information will be available to their Travel Managers and Business in connection with the Program. As part of the Program, Travel Managers will have the ability to make bookings on behalf of the Business Traveler from the Business account and to transfer AAdvantage^® Miles through the Portal to Registered Business Travelers as further described below. In conjunction with making such bookings and transferring AAdvantage^® Miles, the Business Traveler will have the option of providing the Travel Managers with their associated Business Traveler Information. In the event the Business Traveler chooses not to provide the Travel Managers with their associated Business Traveler Information, the Travel Managers will be unable to make bookings on behalf of the Business Traveler or transfer AAdvantage^® Miles to the Business Traveler. American will not be liable to the Business or Business Travelers for any misuse of Business Traveler Information by the Travel Managers.

(e) In connection with booking flights and supporting the Program, including the Program’s portal (the "Portal"), American or the Business’s chosen accredited travel agent or online booking tool may also collect Business Traveler Information relating to each Business Traveler. American’s Privacy Policy will apply to the collection and processing of such information. In order to use the Portal, Travel Managers must read, acknowledge and accept the applicable terms of use for the Portal, as may be amended by American from time to time. American may also share Business Traveler Information with third-party vendors for the purpose of supporting the Program, including the Portal.

(f) The Travel Managers shall immediately remove any individual as a Business Traveler who ceases to be an employee or contractor of the Business or otherwise no longer qualifies as a Business Traveler. Registered Business Travelers may remove themselves from the Program by opting out of the Program as directed by American. The Business will be solely responsible for the acts or omissions of a Business Traveler in connection with the Program and will remain so responsible until such Business Traveler’s access has been effectively disabled.

5. Eligible purchases and flown revenue

(a) The Business will be eligible to earn American Airlines AAdvantage^® Miles ("AAdvantage^® Miles") under the Program on Business Travelers’ purchased and flown published-fare tickets for business travel that includes the Program Account Number (which must be entered in accordance with American Airlines’ instructions) and that is paid for or reimbursed by the Business in eligible fare classes on: (i) American; or (ii) American ticketed (001) travel on those airline partners which are eligible to earn AAdvantage^® Miles under the AAdvantage^® program, a list of which can be read online ("Eligible Purchases"). The Business’s Eligible Purchases net of refunds, fees, and taxes attributable to such Eligible Purchases shall be determined by American and used to calculate the Business’s revenue for the purposes of earning AAdvantage^® Miles under the Program (the "Flown Revenue"). American may, in its sole discretion, exclude or modify specific fare types in all or specific markets from the calculation of Flown Revenue.

(b) Registered Business Travelers are also eligible to earn American Airlines AAdvantage^® Loyalty Points ("Loyalty Points") for Eligible Purchases made by or on behalf of such Registered Business Traveler under the Program; however, it is the Business and not the Registered Business Traveler that will earn AAdvantage^® Miles for any Eligible Purchase made under the Program. For clarification, though, Loyalty Points and AAdvantage^® Miles may be earned for purchases made using any of the AAdvantage^® credit cards under the terms for that specific credit card. For the avoidance of doubt, the Loyalty Points awarded to Registered Business Travelers under this Program are in addition to any Loyalty Points or AAdvantage^® Miles that would otherwise be earned by a Registered Business Traveler under the AAdvantage^® program.

(c) The following travel is not eligible to earn AAdvantage^® Miles or Loyalty Points under the Program and shall be specifically excluded in calculating the Business’s Flown Revenue:

• (i) All tickets issued as program awards under the AAdvantage^® program;
• (ii) Frequent flyer awards or other ticket promotions including free or reduced rate tickets;
• (iii) Companion tickets;
• (iv) Charter flight tickets;
• (v) Tickets flown before the Business enrolled in the Program;
• (vi) Tickets for items, pets, or service animals occupying a purchased seat;
• (vii) Tickets issued subject to special provisions;
• (viii) Private or discounted fare tickets, unless otherwise specified by American;
• (ix) Tickets purchased using AirPass℠;
• (x) Tickets purchased solely for individual leisure travel;
• (xi) Tickets flown without the Program Account Number;

(d) American may, in its sole discretion, determine if travel is ineligible to earn AAdvantage^® Miles or Loyalty Points under the Program.

(e) In the event the Business or a Business Traveler believes the calculation of Flown Revenue or the subsequent award of AAdvantage^® Miles (in the case of the Business) or Loyalty Points (in the case of the Business Traveler) is incorrect, or that any other Program-related service or benefit (including any offer or promotion) was not properly performed, the Business or Business Traveler, as applicable, shall provide documentation to American within six (6) months of travel or the applicable date for such Program-related service or benefit (the "Dispute Period"). The Business and each Business Traveler acknowledges that any claims regarding the calculation of Flown Revenue, AAdvantage^® Miles, Loyalty Points or Program-related services or benefits which are not brought during the Dispute Period shall be waived. American may, in its sole discretion, review any claim and supporting evidence received during the Dispute Period and determine if additional AAdvantage^® Miles, Loyalty Points or Program-related services or benefits are to be issued. The Business and each Business Traveler acknowledge that any such determination by American will be final and binding.

(f) American will not, under any circumstances, award AAdvantage^® Miles or Loyalty Points, or provide any Program-related services or benefits, in instances where the Business’s Program Account Number was not entered or was incorrectly entered at time of departure. American will not, under any circumstances, award Loyalty Points in instances where the Registered Business Traveler’s AAdvantage^® number was not entered or was incorrectly entered at time of departure.

(g) Loyalty Points earned through the Program are subject to the expiration rules set forth in the AAdvantage^® Terms. AAdvantage^® Miles earned under the Program are subject to the expiration rules set forth in these Terms.

(h) American shall have the final authority on the Business’s qualification for AAdvantage^® Miles and a Registered Business Traveler’s qualification for Loyalty Points under the Program. American may revoke AAdvantage^® Miles or Loyalty Points earned under the Program in the event American determines that such AAdvantage^® Miles or Loyalty Points were improperly given or obtained. Accrued AAdvantage^® Miles earned by the Business and Loyalty Points earned by a Registered Business Traveler do not constitute property of the Business or the Business Traveler.

6. AAdvantage® Miles and Loyalty Points

(a) Calculation of AAdvantage^® Miles

• (i) The Business (excluding Non-Validated Businesses) will earn one (1) AAdvantage^® Mile under the Program for every $1 of Flown Revenue on an Eligible Purchase made by or on behalf of Business Travelers.
• (ii) The Business’s Program Account Number must be provided (in accordance with American’s instructions) prior to departure in order for the Business to earn AAdvantage^® Miles under the Program. If the Business’s Program Account Number is not provided prior to outbound departure, but is provided prior to return departure, the Business will earn AAdvantage^® Miles under the Program solely for the return flight. AAdvantage^® Miles earned under the Program will normally be posted to the Business’s Program account within 48 hours after an Eligible Purchase segment is flown.

(b) Calculation of Loyalty Points

• (i) Registered Business Travelers will earn one (1) Loyalty Point under the Program for every $1 of Flown Revenue on an Eligible Purchase by or on behalf of the Registered Business Traveler. Unregistered Business Travelers will not earn any Loyalty Points under the Program.
• (ii) The Business’s Program Account Number and the Registered Business Traveler’s AAdvantage^® number must be provided (in accordance with American’s instructions) prior to departure in order for the Registered Business Traveler to earn Loyalty Points under the Program. If the Business’s Program Account Number is not provided prior to outbound departure, but is provided prior to return departure, the Registered Business Traveler will earn Loyalty Points under the Program solely for the return flight. Loyalty Points earned under the Program will normally be posted to a Registered Business Traveler’s AAdvantage^® account within 48 hours after the Eligible Purchase segment is flown.

7. Business’s AAdvantage® Miles

(a) The Business can earn, hold, redeem and transfer AAdvantage^® Miles. AAdvantage^® Miles earned by the Business through the Program may be redeemed in the ways currently described on American’s website for the Program, which may be more limited than those available generally to individuals for AAdvantage^® Miles obtained via the AAdvantage^® program. A Travel Manager, on behalf of the Business, may transfer AAdvantage^® Miles from the Business to a Registered Business Traveler’s or a Travel Manager’s AAdvantage^® account. AAdvantage^® Miles cannot be transferred in any other manner by the Business (e.g., AAdvantage^® Miles cannot be transferred from the Business to an AAdvantage^® account which is not associated with a Registered Business Traveler or a Travel Manager) and cannot be sold, advertised for sale, or bartered. The transfer of such AAdvantage^® Miles from the Business to the Registered Business Traveler or the Travel Manager, as applicable, may be accomplished through the Portal at no cost to the Business, the Travel Managers, or the Registered Business Traveler. Registered Business Travelers can then redeem such AAdvantage^® Miles through the AAdvantage^® awards platform. All AAdvantage^® Miles awarded under the Program are subject to the AAdvantage^® Terms.

(b) In order for the Business to be eligible to transfer or redeem AAdvantage^® Miles earned under the Program to Registered Business Travelers or Travel Managers, as applicable, the Business must either: (i) have $5,000 USD in Flown Revenue from flights flown by Registered Business Travelers during the Measurement Period (as defined below) and five (5) unique Registered Business Travelers who have taken at least one (1) flight as a Registered Business Traveler during the Measurement Period; or (ii) be a Cardholder ((i) and (ii) are referred to herein as the "Qualifications"). For purposes of these Terms, "Measurement Period" means the preceding twelve (12) months. If at any time the Business fails to meet the Qualifications, the Business’s ability to transfer or redeem AAdvantage^® Miles earned under the Program will be suspended. Registered Business Travelers will not earn Loyalty Points under the Program during any period when the Business is not eligible to transfer or redeem AAdvantage^® Miles. The Business will be allowed to resume transferring and redeeming AAdvantage^® Miles earned under the Program upon the Business’s achievement of the Qualifications. In the event the Business is unable to transfer or redeem AAdvantage^® Miles for twenty-four (24) consecutive months, all AAdvantage^® Miles which the Business has earned under the Program but not yet redeemed or transferred to a Travel Manager or Registered Business Traveler will expire. For the avoidance of doubt, the Business may continue to earn AAdvantage^® Miles under the Program during periods when the Business has not met the Qualifications.

(c) American shall in no way be liable for claims from the Business, Travel Managers, or Business Travelers arising out of or related to: (i) a Travel Manager’s distribution or allocation of AAdvantage^® Miles to a Travel Manager or Business Travelers; or (ii) a Registered Business Traveler’s or Travel Manager’s use of AAdvantage^® Miles transferred from the Business.

8. Business Traveler’s Loyalty Points

(a) Loyalty Points earned by a Registered Business Traveler through the Program will be posted to the Registered Business Traveler’s AAdvantage^® account.

(b) For clarity, an individual who is a Registered Business Traveler will only have one AAdvantage^® account associated with such individual that contains Loyalty Points that have been earned or accrued through this Program and the AAdvantage^® program and AAdvantage^® Miles that have been earned or accrued through the AAdvantage^® program and any eligible AAdvantage^® credit card.

9. Other terms and conditions

(a) The acceptance of the Terms by each Business, Travel Manager, or Business Traveler establishes a separate contractual agreement between such party and American. American expressly disclaims any responsibility or liability to any party for the acts or omissions of any other party that has separately entered into the Terms. No Business, Travel Manager, or Business Traveler is a third-party beneficiary under these Terms to any agreement between American and another Business, Travel Manager, or Business Traveler. To the maximum extent permitted by law, in no event will American be liable to the Business, Travel Manager or any Business Traveler, or anyone claiming through the Business, Travel Manager or any Business Traveler, for any direct, indirect, or consequential damages, or lost revenue or profits, arising out of American’s acts or omissions in connection with the Program, even if American has been advised of the possibility of such damages.

(b) These Terms contain the entire agreement between American and the Business, Travel Manager, or Business Traveler (as applicable) with respect to the Program and supersede all previous or contemporaneous communications, representations, proposals, commitments, understandings, and agreements, whether written or oral, between American and such Business, Travel Manager, or Business Traveler with respect to the Program. In the event of a conflict between these terms and conditions and the AAdvantage^® Terms with respect to the use of or rules governing AAdvantage^® Miles or Loyalty Points, to the extent necessary to resolve such conflict, the AAdvantage^® Terms control. In the event of a conflict between these terms and conditions and the AAdvantage^® Terms with respect to American’s rights (including any termination right) or with respect to any accounts associated with the Business, a Travel Manager, or a Business Traveler, to the extent necessary to resolve such conflict, these Terms control.

(c) American may modify these Terms or the Program Rules at any time. No other act, document, usage, or custom will be deemed to amend or modify these Terms or the Program Rules. These Terms and the Program Rules so amended are posted on aa.com and can be accessed through the Portal and the Business’s, Travel Manager’s, or Business Traveler’s (as applicable) continued use of the Program thereafter will constitute acceptance of any such amendment. For clarity, a Travel Manager’s continued use of the Program thereafter will constitute acceptance of any such amendment on behalf of such Travel Manager and the Business to which such Travel Manager is associated. If the Business, Travel Manager, or Business Traveler does not agree to any amendment to these Terms or the Program Rules, such Business, Travel Manager, or Business Traveler must immediately cease using the Program and accessing and using the Portal.

(d) No travel is being provided by American under the Program. All tickets issued by American to a passenger create a contract of carriage directly between American and the passenger under the conditions of carriage, tariffs, and general rules of American.

(e) These reservations of rights apply to all aspects of the Program. American may, in its sole discretion, change the Program Rules and any special offers at any time with or without notice. This means that the accumulation of the Business’s AAdvantage^® Miles or a Registered Business Traveler’s Loyalty Points earned under the Program does not entitle such Business or Registered Business Traveler, respectively, to any vested rights in such AAdvantage^® Miles or Loyalty Points or any other benefits under the Program or the AAdvantage^® program. The Business or Registered Business Travelers may not rely upon the continued availability of AAdvantage^® Miles or Loyalty Points, and the Business or Business Travelers may not be able to obtain all offered awards or use awards for all destinations or on all flights. Any AAdvantage^® Miles or Loyalty Points awarded under this Program may be withdrawn or subject to increased redemption requirements or new restrictions at any time.

(f) American may endeavor, but will not be obligated, to notify the Business, Travel Managers, or Business Travelers of changes, but disclaims responsibility for failure to do so or any errors in attempting to contact them. American may, among other things, (i) withdraw, limit, modify, or cancel any AAdvantage^® Miles or Loyalty Points awarded under this Program; (ii) change, discontinue, or limit access to the Program or any functionality, feature, or other component of the Program; (iii) change Program benefits, conditions of participation, rules for earning, redeeming, retaining, forfeiting, or transferring credit of AAdvantage^® Miles or Loyalty Points under the Program, or rules for the use of AAdvantage^® Miles or Loyalty Points earned under the Program; or (iv) add travel embargo dates, limit the number of seats available for award travel (including allocating no seat on certain flights), or otherwise restrict the continued availability of travel awards or special offers. American may make any one or more of these changes at any time even though the changes may affect the Business’s or Business Traveler’s ability to use the AAdvantage^® Miles or Loyalty Points that have already accumulated. American reserves the right to end the Program upon thirty (30) days’ notice.

(g) American may, in its sole discretion, terminate any account associated with any Business, Travel Manager, or Business Traveler under the Program for any reason. Without limiting the foregoing, American may immediately, without notice, suspend, remove, or terminate the Business or any Travel Manager or Business Traveler associated with the Business from the Program, or make adjustments to the Business’s account or any Business Traveler’s AAdvantage^® account (including rescinding AAdvantage^® Miles or Loyalty Points or barring further awards) if American believes, in its sole discretion, that the Business or any Travel Manager and/or Business Traveler associated with the Business has failed to adhere to the Terms or Program Rules or is abusing or has abused the Program, including through fraud, gaming, or malicious intent, in addition to any other remedies available to us at law or in equity. AAdvantage^® Miles or Loyalty Points obtained by violating any of these Terms or the Program Rules are void and may result in such AAdvantage^® Miles or Loyalty Points being revoked and cancellation of the Business’s, Business Traveler’s, or Travel Manager’s participation in the Program. Violators may be liable for damages and any litigation costs, including American’s attorneys’ fees incurred in enforcing the Terms or Program Rules.

(h) Any use of a Program Account Number or username or password will be deemed to be use by the Business, Travel Manager, or Business Traveler who was issued such Program Account Number, username, or password. If there is a breach of security through the Business’s or any Travel Manager’s, or Business Traveler’s account, the Business, Travel Manager, or Business Traveler (as applicable) will immediately change its password and notify American of the breach. The Business and each Travel Manager and Business Traveler agrees that, unless it has first notified American immediately of any such breach, American should assume that any instruction transmitted using such Business’s, Travel Manager’s, or Business Traveler’s username or password has been authorized by such Business, Travel Manager, or Business Traveler, and American will have no obligation to inquire into the propriety of such instruction.

(i) American assumes no responsibility and is not liable for any unauthorized or fraudulent access by third parties to the Business’s account or account information, including any unauthorized or fraudulent transfer of AAdvantage^® Miles. American assumes no obligation or duty to re-credit any AAdvantage^® Miles transferred to unauthorized third parties; provided, however, American may, in its sole discretion, re-credit AAdvantage^® Miles which were transferred to unauthorized third parties if such claims are made by the Business or a Travel Manager within three (3) months of the alleged unauthorized or fraudulent transfer.

(j) When applicable, any and all discretionary decisions made by American pursuant to the Program Rules will be binding on the Business, Travel Manager, Business Traveler and their respective successors and assigns.

(k) THE PROGRAM AND PORTAL ARE PROVIDED ON AN "AS IS" BASIS AND WITHOUT EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. AMERICAN MAKES NO WARRANTY AS TO THE QUALITY, ACCURACY, COMPLETENESS, OR VALIDITY OF ANY PROGRAM INFORMATION AND DOES NOT WARRANT THAT THE PORTAL WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PROGRAM, PORTAL, OR THE SERVER(S) THAT MAKE(S) THEM AVAILABLE MEET THE BUSINESS’S OR ANY TRAVEL MANAGER’S OR BUSINESS TRAVELER’S REQUIREMENTS OR ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

(l) If American improperly denies the Business AAdvantage^® Miles or a Registered Business Traveler Loyalty Points under the Program, the Business and/or the Registered Business Traveler’s sole and exclusive remedy shall be the issuance of the improperly denied AAdvantage^® Miles or Loyalty Points, as applicable.

(m) American may share the Business’s Program performance information, whether received from the Business or any Travel Managers and Business Travelers associated with the Business or whether generated through or in connection with the Program, with: (i) others with which American may have a business relationship; or (ii) pursuant to a court order, subpoena, or investigation by state or federal agencies.

(n) American may audit the Business’s account at any time and without notice to ensure compliance with the Program Rules. Pending completion of the audit, American may, in its sole discretion, delay processing the Business’s AAdvantage^® Miles and Registered Business Traveler’s Loyalty Points earned under the Program or prohibit the Business or the Registered Business Traveler from earning AAdvantage^® Miles or Loyalty Points, as applicable. In connection with such audit, American may require the Business to provide all information American, in its sole discretion, deems necessary to ensure the Business’s compliance with the Program Rules.

(o) Each of the Business, Travel Manager, and Business Traveler understands and agrees that the Program, Program Information, and Program member information, including Program Account Numbers, usernames, and passwords, are "American Data" and solely owned by American and are confidential information of American. The Business, each Travel Manager, and each Business Traveler may use American Data only for purposes of their participation in the Program and may not use or share American Data for any other purpose (examples of specific types of access, use, distribution, and remarketing of American Data that are prohibited without prior written consent from American include: (i) accessing a Program account by the use of any automated or electronic devices commonly known in the Internet industry as robots or spiders, or by the use of other electronic search devices; (ii) remarketing or redistribution of any American Data to any third party, through any process, including screen scraping, spiders, web "bots", or other device, software, or system; and (iii) sharing passwords or otherwise facilitating any of the activities described in (i) and (ii) by third parties).

(p) Business and each Travel Manager or Business Traveler agrees to indemnify American, its affiliates, and their respective officers, directors, employees, agents, successors, and assigns, for any and all claims, damages, losses, and causes of action (including attorneys’ fees and court costs) arising out of such Business’s, Travel Manager’s, or Business Traveler’s breach of the Program Rules or for any materials in any form whatsoever that are provided by such Business, Travel Manager, or Business Traveler (or through such Business’s, Travel Manager’s, or Business Traveler’s username or password). With respect to the Business, the indemnification obligation in the preceding sentence also applies with respect to the breaches of and materials provided by such Business’s Travel Managers and Business Travelers. The Business and each Travel Manager and Business Traveler agrees to cooperate as fully as reasonably required in American’s defense or settlement of any claim. American reserves the right, in American’s reasonable discretion, to assume exclusive control over the defense and settlement of any matter subject to indemnification under this paragraph.

(q) The Business and each Travel Manager and Business Traveler consents to the receipt of all reports, transaction confirmations, account statements, correspondence, and other information from American electronically through either the Portal or the email address provided to American at the time of account registration. American will not be responsible for the Business’s or any Travel Manager’s or Business Traveler’s inability to connect to the Internet or to access the Portal or otherwise not receive electronic communications. Electronic communications are presumed to be delivered to and received by the Business, Travel Manager, or Business Traveler when sent by American, whether actually received or not. The Business and each Travel Manager and Business Traveler acknowledges that it has access to hardware and software meeting the system requirements set forth in aa.com that are necessary to receive correspondence and records in electronic form from American.

(r) The Business and each Travel Manager and Business Traveler may not assign its rights and obligations under the Program Rules, in whole or in part, without American’s prior written consent, and any such assignment without such consent will be null and void.

(s) Any failure by American to enforce any provision of the Terms or Program Rules shall not constitute a waiver of American’s rights. The waiver by American or the Business or any Travel Manager or Business Traveler of a breach or default of any provision of the Terms or Program Rules will not be construed as a waiver of any succeeding breach or default of the same or any other provision, nor will any delay or omission on the part of any party hereto to exercise or avail itself of any right, power, or privilege that it has, or may have under the Terms or Program Rules, operate as a waiver of any right, power, or privilege by such party. If any provision of the Terms or Program Rules is held to be invalid, such invalidity will not affect the remaining provisions.

(t) In interpreting these Terms, the conjunction "or" will be understood in its inclusive sense (and/or), and use of the words "includes" or "including", "for example", or "e.g." (and their derivatives) will be deemed to be followed with the phrase "without limitation".

10. Governing law, dispute resolution, and class action waiver

(a) Each of the Business, Travel Manager, and Business Traveler agrees that they will notify American of any dispute by submitting concerns to American, including a description of the nature of the dispute. Following delivery of such submission, each agrees to allow American a period of sixty (60) days to provide a substantive response and to try to resolve the dispute, prior to filing any lawsuit or any other proceeding against American related to the dispute. EACH OF THE BUSINESS, TRAVEL MANAGER, AND BUSINESS TRAVELER AGREES THAT FAILURE TO COMPLY WITH THESE NOTIFICATION PROCEDURES WILL ENTITLE AMERICAN TO RECOVER FROM THEM REASONABLE ATTORNEYS’ FEES INCURRED IN DEFENDING THE LAWSUIT OR ANY OTHER PROCEEDING.

(b) These Terms and the Program Rules are governed by and interpreted in accordance with the laws of the State of Texas. To the fullest extent allowed by law, these Terms and the Program Rules disclaim any duty of good faith and fair dealing as well as any implied contractual terms or obligations.

(c) American and each of the Business, Travel Manager, and Business Traveler agree to submit to the personal and exclusive jurisdiction of the state or federal courts located within Tarrant County, Texas, to resolve any dispute or claim arising from the Program, these Terms, or the Program Rules. Accordingly, American and each of the Business, Travel Manager, and Business Traveler consent to the exclusive jurisdiction of any state or federal court located within Tarrant County, Texas over any proceeding related to the Program, these Terms, or the Program Rules, irrevocably waives any objection to the venue of any such court, and irrevocably waives any claim that any such proceeding in such a court has been brought in an inconvenient forum.

(d) EACH OF THE BUSINESS, TRAVEL MANAGER, AND BUSINESS TRAVELER AGREES THAT THE RESOLUTION OF ANY DISPUTE, CLAIM, OR CONTROVERSY RELATED TO THE PROGRAM, THESE TERMS, OR THE PROGRAM RULES SHALL BE CONDUCTED ON AN INDIVIDUAL, NOT A CLASS-WIDE BASIS, AND THAT NO SUCH PROCEEDING MAY BE CONSOLIDATED WITH ANY OTHER LEGAL PROCEEDINGS INVOLVING AMERICAN OR ITS AFFILIATED ENTITIES. EACH OF THE BUSINESS, TRAVEL MANAGER, AND BUSINESS TRAVELER FURTHER AGREES THAT THEY, AND ANYONE ASSERTING A CLAIM FOR THEM, WILL NOT BE A CLASS REPRESENTATIVE, CLASS MEMBER, OR OTHERWISE PARTICIPATE IN A CLASS, REPRESENTATIVE, CONSOLIDATED, OR PRIVATE ATTORNEY GENERAL PROCEEDING AGAINST AMERICAN IN CONNECTION WITH THE PROGRAM, THESE TERMS, OR THE PROGRAM RULES.