Your travel agency, including affiliated travel agent locations under common control, that are accredited by Airlines Reporting Corporation ("ARC") or the International Air Transport Association ("IATA") (collectively "Agent") , has entered into the Agent Reporting Agreement (the "ARC Agreement") with ARC with respect to travel Agent location(s) in the United States and/or the IATA Passenger Sales Agencyt Agreement (the "IATA PSAA") with IATA with respect to any travel Agent locations outside the United States (collectively, as applicable, the "Governing Travel Agent Agreements"). The terms, conditions and rules governing the agent-principal relationship between Agent and EVA AIRWAYS CORPORATION[AIRLINE NAME] including all affiliated airlines under common control of EVA AIRWAYS CORPORATION[AIRLINE NAME] (collectively "Airline") are set forth in the Governing Travel Agent Agreement applicable to each travel Agent location and any other agreement entered into by Airline and Agent.

To the extent that your travel Agent uses Airline's NDC API, then the Governing Travel Agent Agreement and any other agreement entered into by Airline and Agent, are supplemented by the terms, conditions, and rules governing Agent's access to Airline's NDC API that are set forth below in this addendum (this addendum is referred to as the "NDC Addendum", and the agreements described in this paragraph including NDC Addendum are referred to collectively as the "Agreement").

Agent warrants confirms its agreement to this NDC Addendum by using the NDC API. If Agent does not agree this NDC Addendum then it shallould not use the NDC API. Airline reserves the right to vary this NDC Addendum from time to time without advance notice. The updated NDC Addendum will be displayed on EVAAIR New Distribution Capability website and it is the Agent's responsibility to check this NDC Addendum from time to time to verify such variations. By continuing to use and access NDC API following such changes, the Agent agrees to be bound by any variation made by Airline.

• 1.1
  This NDC Addendum shall commence upon Airline's affirmative notice and shall continue thereafter unless earlier terminated as set forth in this NDC Addendum.

• 2.1
  [Applicable for indirect agents only.] Subject to Agent's continuing compliance with the terms of the Agreement and any applicable directions, instructions, policies, restrictions and/or guidelines prescribed by Airline, Airline grants to Agent a non-exclusive, limited, revocable, non-transferable, and non-sub-licensable right and license during the Term to access Airline's internal reservations system via the Aggregator API or system during the Term and only for the purposes of shopping, booking, ticketing and delivering Offers and servicing Orders made by or purchased through Agent. Agent may access Airline's internal reservations system via the NDC API to generate, sort, price, and select Airline itineraries and determine availability of selected flights, Offers, classes of service and booking codes, and ticket and service selected itineraries in order to provide travel planning and related services to its customers. Any other use of the NDC API is strictly prohibited and a breach of this license unless expressly agreed in writing by Airline.
• 2.2
  The license granted in Section 2.1 is expressly conditioned on:
  

  2.2.1

  Agent remaining an accredited IATA or ARC accredited travel Agent appointed by Airline and specifically approved by Airline to access Airline's products and services via the NDC API directly or via an Airline approved third party intermediary while such intermediary remains licensed to provide such access and in compliance with its own obligations to Airline;

  2.2.2

  Agent's compliance with all terms and conditions of the Agreement, including all terms and conditions in this NDC Addendum;

  2.2.3

  Agent's compliance with all directions and instructions (as updated from time to time) from Airline with respect to the NDC API and Agent's access to Airline's internal reservations system, including without limitation, instructions related to technical support processes and which versions of the NDC API may be used and any terms and policies published by Airline's technology providers of the NDC API.
• 2.3
  Agent shall access the NDC API only for lawful purposes and in accordance with the Agreement. Agent shall comply at all times with all applicable laws and regulations and acknowledges that it is the sole responsibility of Agent to ensure that the information it and its users transmit and receive through the NDC API complies with all applicable laws and regulations and has all required clearances, licenses and permissions. Agent shall not use the NDC API to send unsolicited messages or in any manner that might harm Airline's brand, goodwill, or reputation.
• 2.4
  If Agent provides any data to Airline, Agent shall have obtained all necessary third party consents to permit such transmission (including with respect to intellectual property rights and data protection or privacy rights) prior to transmission of such data.
• 2.5
  Agent shall not allow any person other than Agent's employees to access and/or use the NDC API without Airline's prior written consent. Agent shall be responsible for any damages and/or losses suffered by Airline as a result of the negligence, the acts or omissions of Agent's employees.
• 2.6
  Agent shall not use the NDC API exceeding the limits as specified in the terms and conditions of the Agreement or as notified by Airline from time to time. In the event that such limits are exceeded, additional requests will not be processed by Airline. Agent agrees and acknowledges that Airline is entitled to alter or change the limits in its sole direction at any time without prior notice.
• 2.7
  Agent shall meet Airline's or its supplier(s) reasonable confidentiality requirements as may be notified to Agent by Airline and/or its supplier(s) from time to time.
• 2.8
  Agent shall not, and shall not allow any party to, modify, reverse engineer, adapt, decompile, reverse compile, disassemble, reverse assemble, decrypt, unmask, or otherwise reduce any portion of the NDC API into a readable form, nor create derivative works based on, copy, or reproduce the NDC API.
• 2.9
  From time to time Airline may, in its sole discretion, make new versions of the NDC API available to Agent. Agent shall use the most updated version of the NDC API as made available from time to time. Upon reasonable notice Airline will cease to support and use prior versions of the NDC API.

• 3.1
  Agent shall use best efforts to prevent, prosecute, and enjoin any actual or threatened unauthorized use or disclosure of the Airline Confidential Information or the NDC API, and shall further take all precautions necessary to prevent unauthorized access to Airline's internal reservations system through the NDC API.
• 3.2
  Agent will be responsible for ensuring that the Agent Software and the data supplied by Agent, its employees, agents, and contractors does not contain or introduce any Destructive Elements to the systems of Airline.

• 4.1
  As between Airline and Agent, the NDC API and all proprietary rights therein are and will remain the exclusive property of Airline and, as applicable, its supplier(s), who reserve all rights not expressly granted herein, including all title to and exclusive ownership of the NDC API and all full or partial copies thereof, and any and all derivative works based thereon.
• 4.2
  Nothing herein requires Airline to provide or license to the Agent any upgrades, updates, or derivative works of or to the NDC API. No title to the NDC API or any proprietary rights therein are transferred to Agent or to any other person who uses the NDC API, and all rights not expressly granted are reserved by Airline.

• 5.1
  Agent shall keep confidential and not disclose to any third party the following confidential information of Airline: (i) any and all post-booking data, including all Orders, that cover Airline products and services; (ii) all information concerning the business and affairs of Airline (including, without limitation, information relating to the operational systems and processes of Airline, customers and services of Airline or its related or associated companies, reports, recommendations, advice or tests, source and object codes of software incorporated into the operational systems and processes operated by Airline or its related or associated companies including any API licensed by Airline to Agent under the Agreement), and data, obtained or received or accessed by Agent as a result of or in connection with the entry or performance of the Agreement；(iii) the NDC API and any related documentations and supporting materials; and (iviii) any other Airline information or data that Airline designates as confidential or is otherwise reasonably identifiable as confidential or proprietary information ("Confidential Information"). Agent may disclose Airline's confidential information to Agent's directors, officers, employees or agents if such persons are bound by equivalent confidentiality commitments and have a legitimate need to know such information in order for the Agent to perform its obligations to Airline. Upon request, Agent shall immediately return to Airline and/or destroy all tangible materials (including copies thereof), including, but not limited to any documents, disks, USB-sticks, tapes and/or similar storage devices, without retaining any copies, notes or extracts. In addition, this Section will not prohibit Agent from making disclosures required by law or judicial process after making reasonable efforts to resist disclosure and notify Airline. This provision will survive the suspension, limitation or termination or expiration of Agent's Appointment.

• 6.1
  ALL INFORMATION IS PROVIDED "AS IS". NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, TIMELINESS, COMPLETENESS OR PERFORMANCE.
• 6.2
  AIRLINE AND/OR ITS SUPPLIER(S) SHALL NOT BE RESPONSIBLE FOR ANY ACT OR OMISSION OF ANY THIRD-PARTY CONTENT PROVIDER OF THE NDC API, INCLUDING, WITHOUT LIMITATION, ANY CONTENT, SERVICE, OR THE PAYMENT CARD INDUSTRY DATA SECURITY STANDARDS ("PCI DSS") PERFORMANCE OR FULFILLMENT PROVIDED BY ANY THIRD-PARTY CONTENT PROVIDER.
• 6.3
  The NDC API may not be available at all times, and Airline (as a licensee of its supplier(s)) does not provide any service level commitments in respect of the same. The NDCAPI may be inaccessible during regular maintenance periods and it may from time to time be subject to emergency maintenance or be unavailable for other technical reasons. Neither Airline nor its supplier(s) warrants that the NDC API shall be free from errors or bugs. No warranty of any kind (including but not limited to, warranties of title, merchantability, satisfactory quality, non-infringement of third party intellectual property rights, fitness for a particular purpose and freedom from computer Viruses and other malicious code), is given in conjunction with the NDC API or any other material made available to Agent in general. UNDER NO CIRCUMSTANCES SHALL AIRLINE BE LIABLE REGARDLESS OF THE FORM OF ACTION FOR ANY FAILURE OF PERFORMANCE, SYSTEM, SERVER OR CONNECTION FAILURE, ERROR, OMISSION, INTERRUPTION, BREACH OF SECURITY, COMPUTER VIRUSES, MALICIOUS CODE, CORRUPTION, DELAY IN OPERATION OR TRANSMISSION, TRANSMISSION ERROR OR UNAVAILABILITY OF ACCESS IN CONNECTION WITH AGENT 'S USE AND ACCESS OF THE NDC API.
• 6.4
  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL AIRLINE OR ITS SUPPLIERS BE LIABLE TO AGENT FOR ANY INDIRECT, ECONOMIC, SPECIAL, COMMERCIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOSS OF BUSINESS REVENUE OR EARNINGS, BUSINESS INTERRUPTION, LOST DATA OR CONFIDENTIAL INFORMATION, LOSS OF PRIVACY, DAMAGES CAUSED BY DELAYS OR NEGLIGENCE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED TO THE AGREEMENT OR THE USE OF OR INABILITY TO USE NDC API OR IN CONNECTION WITH THE TRANSACTIONS VIA THE NDC API CONTEMPLATED BY THE AGREEMENT, WHETHER OR NOT SUCH DAMAGES COULD REASONABLY BE FORESEEN OR THEIR LIKELIHOOD HAS BEEN DISCLOSED TO AIRLINE. NOTWITHSTANDING ANY DAMAGES THAT AGENT MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE AGGREGATE LIABILITY OF AIRLINE AND ANY OF ITS SUPPLIERS UNDER THIS AGREEMENT FOR ANY AND ALL CLAIMS, AND AGENT'S EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING, MAY NOT EXCEED [ONE THOUSAND DOLLARS ($1,000)] .

• 7.1
  Airline may terminate Agent's access to the NDC API and the license grant in Section 2.1 at any time and without cause by giving prior notice in writing to the Agent.
• 7.2
  Agent may cease using the NDC API at any time.
• 7.3
  Compliance with this NDC Addendum is a condition to the continued appointment of Agent to act as an agent for Airline in the sale of Airline's products and services. Breach of this NDC Addendum may result in the termination of Agent's appointment as Airline's agent. To the extent that Agent or Agent's affiliates, or their respective employees, sub-agents, services vendors or other third-party contractors or representatives including sub-agents using a technology platform provided by Agent are involved in Agent's activities, Agent will remain primarily responsible and liable to Airline for their full compliance with all of Agent's obligations under the Agreement.
• 7.4
  Without limiting any other right or remedy available to Airline under the Agreement or law, Airline has the right to immediately suspend Agent's access to the NDC API in the event (a) the Agent Software or such access creates a security risk to any Airline system, as determined by Airline, and for so long as such risk persists, (b) the Agent Software or such access interferes with, or adversely impacts, the normal operation of the NDC API or any other Airline system, including any unseasonal spike in transaction volume, (c) Agent is in breach of the Agreement, until such time as Agent cures such breach to Airline's satisfaction and provides assurances that such breach will not reoccur, or (d) Airline reasonably believes the Agent Software or Agent's activities with respect to this Agreement violate applicable law or render Airline noncompliant with applicable law.
• 7.5
  Any termination of this NDC Addendum shall be without prejudice to any other rights or remedies any party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of Airline.

• 8.1
  Agent agrees to indemnify and hold harmless Airline and its related and associated companies in full from and against all actions, proceedings, claims, damages, liabilities, settlement sums, charges, losses, costs and expenses (including without limitation, legal costs and expenses and costs of other professionals and any penalties or other amounts levied, imposed or charged by any regulator or regulatory authority) arising out of or in connection with:
  (a) the access and/or use of NDC API (including any content or data in connection therewith) by Agent, its officers, employees, agents, or any other party able to access and/or use the NDC API using Agent's access credentials;
  (b) any breach of the terms of the Agreement and/or any applicable policies, guidelines, or terms prescribed by Airline from time to time by Agent, its officers, employees, agents, or any other party able to access and/or use the NDC API using Agent's access credentials;
  (c) Agent's breach of its confidentiality obligations under this NDC Addendum;
  (d) fraud (including any chargebacks on credit cards in connection with or caused by fraudulent claims and disputes), gross negligence, wilfulwillful misconduct, negligent act, omission or misrepresentation of Agent or its officers, employees and agents.
• 8.2
  Agent shall allow Airline, where appropriate, to appoint legal advisers of its choice and to conduct and/or settle negotiations and/or proceedings relating to such matter or claim at its own expense.

• 9.1
  All claims arising out of or relating to this NDC Addendum will be governed by the laws of Republic of China (Taiwan), and will be litigated exclusively in Taiwan Taipei District Court. The Pparties consent to personal jurisdiction in those courts.

• 10.1
  Any failure to enforce any provision of this NDC Addendum shall not constitute a waiver thereof or of any other provision.
• 10.2
  If any provision of this NDC Addendum is found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely approximating the intention of the parties as expressed.
• 10.3
  Any notice given under this NDC Addendum shall be in writing and shall be delivered to the other party by email to the email address specified in this NDC Addendum or such other email address as may be notified under this NDC Addendum by that party from time to time for this purpose. Such notice shall be deemed delivered upon sending.
• 10.4
  In the event of any inconsistency, discrepancy or omission between this NDC Addendum and the IATA PSAA and Passenger Sales Agency Rules, and all IATA resolutions incorporated by them (collectively, the "IATA Documents"), this NDC Addendum shall prevail over the IATA Documents.

• 11.1
  "Aggregator API" means the API provided by the Aggregator to the Agent to make Agent Software be able to shopping, booking, ticketing, delivering Offers, servicing Orders, etc., through the Aggregator.
• 11.2
  "Agent Software" means the software developed by the Agent to provide shopping, booking, ticketing, delivering Offers, servicing Orders, etc., to their customers.
• 11.3
  "Destructive Elements" means any code or data which is intentionally designed to harm the system or its operation.
• 11.4
  "NDC" means IATA's New Distribution Capability.
• 11.5
  "NDC API" means the NDC-based direct programming and communications interface to Airline's internal reservations system and related documentations and supporting materials which Airline makes available to approved third parties and which is updated from time to time.
• 11.6
  "Offer" means a proposal by Airline of a specific Airline product or service or set of Airline's products or services under specific conditions for a specific price made available for reservation and/or purchase, which proposal may be for a specific passenger. Offers include Fares, ancillary services and/or other products and services.
• 11.7
  "Order" means a record held by Airline that has a unique identification and contains details of all the products and services agreed and/or purchased by a passenger including prices, taxes and charges, and any payment conditions such as time limits. It also contains such information about the passenger as is required by Airline to deliver the purchased products and services.