RECITALS

A. This Agreement is qualified in its entirety by the definitions set forth in Section 1 of this Agreement. Terms or phrases not specifically defined in Section 1 should be read in accordance with their general usage and context within this Agreement. All defined terms or phrases are identified with a bold face font and the first letter of each defined word or the first letter of each word in a defined phrase is capitalized throughout this Agreement.

 

B. AllRez.com will provide its proprietary hotels (the "AllRez.com Proprietary Site") to Affiliate by providing Affiliate access to the AllRez.com Proprietary Site on the terms and conditions set forth in this Agreement.

 

AllRez.com and Affiliate agree to the following terms and conditions:

 

1. Defined Terms

   The terms set forth in this Section are defined as follows:

   1. " AllRez.com Proprietary Link " means the URL link to the Designated Affiliate Pages on the AllRez.com Proprietary Site . It let identify the Affiliate and associate all production through that link with the Affiliate. Access to it is protected with unique login name and password for each Affiliate.
   2. " AllRez.com Proprietary Site " means the World Wide Web site identified by its URL designation http://www.AllRez.com or any of its subdirectories, including the Designated Affiliate Pages.
   3. " Designated Affiliate Pages " means those pages on the AllRez.com Proprietary Site which are specifically designed for use in connection with the AllRez.com Proprietary Link.
   4. " Affiliate Customers " mean customers who purchase travel services from the Designated Affiliate Pages on the AllRez.com Proprietary Site through AllRez.com Proprietary Link. An Affiliate Customer will also be deemed a customer of AllRez.com.
   5. " Affiliate Site " means the World Wide Web site or sites owned and operated by Affiliate that contains a AllRez.com Proprietary Link accepted as to substance, background image, color, look and feel by Affiliate.
   6. " Confidential Information " means trade secrets, marketing and business plans and technical specification and information, which upon being declared in writing as confidential information, whether by letter or by the use of a confidential or proprietary stamp or legend, prior to or at the time of disclosure to the other party, becomes Confidential Information.

2. Limited License

   1. Grant of License to Affiliate

      AllRez.com grants to Affiliate during the term of this Agreement, a non-exclusive worldwide limited license:

      1. to provide to its' customers access to the Designated Affiliate Pages via AllRez.com Proprietary Link directly or from Affiliate Site along with the content contained therein; and
      2. at the Affiliate's sole cost and expense, the Affiliate may create materials that incorporate elements of or information contained in the AllRez.com Proprietary Site and copy, display, publish and distribute the content of the AllRez.com Proprietary Site for promotional purposes.

      Each party hereby grants to the other during the term of this Agreement the right to use such trademarks or trade names of the granting party as may be agreed upon (in a separate writing) for inclusion in the Affiliate Site, the AllRez.com Proprietary Site , the AllRez.com Proprietary Link and the Designated Affiliate Pages as long as the granting party maintains quality control over the marks and any use of the marks inures to the benefit of the granting party.

   2. Grant of License to AllRez.com

      Upon obtaining the prior written consent of Affiliate, the Affiliate grants to AllRez.com a non-exclusive royalty-free license during the term of this Agreement to use, reproduce, electronically distribute and publicly display the Designated Affiliate Pages connected with Affiliate for the promotion for which the written consent is given.

3. Exclusivity

   Affiliate shall not during the term of this Agreement, either directly on the Affiliate Site , or indirectly through advertisements or links, offer or market any travel booking products or services offered by AllRez.com, other than through the AllRez.com Proprietary Link or the AllRez.com Proprietary Site.

4. Compensation

   AllRez.com agrees to pay to the Affiliate a commission calculated as set forth on Exhibit A.

5. Reporting and Payment

   Booking statistics relating to Affiliate, including daily activity and monthly reports may be accessed by Affiliate on the website http://affiliate.allrez.com, by providing Affiliate's unique login and password. Affiliate agrees that AllRez.com will be the only party to bill and collect booking commissions from any travel supplier. Affiliate shall be paid as provided on Exhibit A.

6. Confidential Information

   1. Financial Information as Confidential Information

      The financial information regarding the calculation of and the amounts paid hereunder by AllRez.com as provided in Exhibit A to the Affiliate shall be considered Confidential Information.

   2. Management of Confidential Information

      Each party agrees that: (i) all Confidential Information shall remain the exclusive property of the owner; (ii) it shall maintain, and shall cause its employees and agents and subcontractors to maintain the confidentiality and secrecy of the other party's Confidential Information ; (iii) it shall take all reasonable action necessary to ensure that its employees and agents do not copy, publish, manipulate, disclose to others or otherwise use the Confidential Information of the other party; and (iv) it shall return or destroy all copies of the other parties Confidential Information upon request of the other party, and indemnify and hold harmless the owner from and against all damages and expenses (including attorney fees and costs) arising from a breach of this provision.

EXHIBIT A

AllRez.com Commission Schedule

 

AllRez.com agrees to pay Affiliate a commission according to the following schedule with respect to travel booked by Affiliate Customers through the AllRez.com Proprietary Site :

 

- 50% of the Industry Standard Commission with respect to all travel booked from the AllRez.com Proprietary Site via AllRez.com Proprietary Link . The minimum amount paid is $100. Commissions with respect to such travel bookings shall be paid on the 15th of the month following the month payment is received from service suppliers, and will be reduced by the amount of any credit card charge backs. If Affiliate collected commission for any month is less than $100, the total amount will be carried over to the next month.

 

For purposes of this Agreement, the "Industry Standard Commission" is acknowledged to currently be 8% of the room rate with respect to international hotels. The parties acknowledge that the Industry Standard Commission is subject to change.