SECOND AMENDMENT TO AMENDED AND RESTATED PROMOTIONAL AGREEMENT BETWEEN MARRIOTT REWARDS, INC. AND SKYMALL VENTURES, INC. EFFECTIVE JANUARY 1, 2007

 

 

 

 

 

Marriott Rewards and SkyMall hereby agree as follows:

 

1. Definitions. Unless otherwise defined herein, all capitalized terms in this Amendment will have the meaning given to them in the Promotional Agreement.

 

2. Amendments to Promotional Agreement. The Promotional Agreement is hereby amended as set forth below:

 

a.	Section 6.A. SkyMall's Indemnification of Marriott Rewards will be amended

 

(i) by inserting the following immediately after the numerals "(ii)" in line 7;

 

" without limiting the generality of the immediately preceding clause (i), SkyMall's failure to properly calculate and make any required filings for import and other taxes and to properly pay such taxes to the proper authorities under Sections 10A hereof and to properly calculate other shipment and other costs due from the Rewards Members; or (iii)"

 

and

 

(ii) by deleting the numerals "(iii)" in line 8 and inserting "(iv)" in lieu thereof.

 

b.	Immediately after Section 10, the following new Sections 10A and 10B will be inserted:

"C. Pricing and Invoicing. Marriott Rewards agrees to purchase from SkyMall all Merchandise selected by Rewards Members for redemption (such selected Merchandise called "Purchased Merchandise") to be delivered within the continental United States, and Marriott Rewards will pay the [**] presented by SkyMall and accepted by Marriott Rewards, which cost will include the actual [**],[**] and [**] incurred in establishing and producing the Rewards Program (such as customer [**],[**] and [**]) as reflected in the Agreement and SkyMall shall invoice.

 

Marriott Rewards agrees to purchase from SkyMall all Purchased Merchandise to be delivered in Hawaii or Alaska, and Marriott Rewards will pay the [**] presented by SkyMall and accepted by Marriott Rewards, which cost shall be adjusted to exclude the [**] and [**] that would otherwise be included for shipment of the Purchased Merchandise within the continental United States. Where the Rewards Member elects to pay [**], SkyMall will separately invoice, and Marriott will separately pay the [**] the Purchased Merchandise to the destination in Hawaii or Alaska. Where the Rewards Member elects to pay [**], SkyMall shall charge the Rewards Member for the [**] the Purchased Merchandise and shall not separately invoice Marriott Rewards for such [**].

 

For all Purchased Merchandise delivered within the United States (including Alaska and Hawaii), Marriott Rewards shall pay sales, use or other transaction taxes consistent with the provisions of Section 10.

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For all Merchandise selected by Rewards Members for redemption ("Purchased Merchandise") to be delivered within China, Marriott Rewards will pay the [**] of the Purchased Merchandise presented by SkyMall and accepted by Marriott Rewards, which cost will include [**] to China and costs incurred—in establishing and producing the Rewards Program (such as [**],[**] and [**] ) as reflected in the Agreement, and for Purchased Merchandise delivered in China, the standard Import and Other Taxes set forth in Section 10A (minus any fees, penalties or interest for late payment).

 

For all Purchased Merchandise to be delivered outside the United States in the Western Hemisphere, Marriott Rewards agrees to pay the [**] presented by SkyMall and accepted by Marriott Rewards, which cost shall be adjusted to exclude the [**] and other [**] that would otherwise be included for [**] within the continental United States), but such cost will be increased to reflect any import or other taxes set forth in Section 10A (minus any fees, penalties or interest for late payment). SkyMall will handle actual payment of any such import and Other Taxes payable as provided in Section 10A.Where the Rewards Member elects to pay the [**], SkyMall will separately invoice, and Marriott will separately pay the [**] to the [**]. Where the Rewards Member elects to pay the [**], SkyMall shall charge the Rewards Member for the [**] and shall not separately invoice Marriott Rewards for such shipping cost.

 

SkyMall will invoice Marriott Rewards on a weekly basis after the Purchased Merchandise is shipped to the Rewards Member. Marriott Rewards will remit payment to SkyMall on a [**]. Invoicing shall be directed to:

 

Accounting Department

Marriott Guest Services

310 Bearcat Drive

Salt Lake City, UT 84115

 

All invoices will clearly set forth:

 

·	the Purchased Merchandise shipped,

 

·	the Marriott Rewards certificate number,

 

·	the [**] of the Purchased Merchandise,

 

·	the cost of [**] including any taxes paid by SkyMall,

 

·	For Purchased Merchandise shipping within the continental United States, China and Europe, include the generic Award Codes assigned to such Purchased Merchandise (which includes the [**] and [**]) and

 

·

For Purchased Merchandise shipping to locations outside the continental United States, China and Europe, within the Western Hemisphere (and in future updates to other redemption websites), include generic Award Codes assigned to such Purchased Merchandise, the [**] of such Purchased Merchandise, generic Award Codes assigned for shipping and the [**].

 

In all cases, invoices must be accompanied by shipping confirmations."

 

 

4. Miscellaneous. Except as specifically provided in this Agreement, all other terms Jand conditions of the Promotional Agreement will by unaffected by this Amendment and will remain in full force and effect.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year set forth above.

 

SKYMALL VENTURES, INC.   By:  /s/ Marie Foster Name:  Marie Foster Title:  General Manager

MARRIOTT REWARDS, LLC   By:  /s/ E.R. French Name:  E.R. French Title:  SVP, Marriott Rewards