1.1 Earning Commissions. The Company will pay the Partner commissions ("Commissions") generated by sales through the Partner website. Commission Pay-Outs are set forth in and are displayed on the "Compensation Page" (http://www.travelspot.us/travel/compensation.html) of this website. A minimum of ten (10) bookings per month is required. There is a 90-day review of your account and failure to meet minimum booking requirements will result in having your agreement terminated.

Commissions will be paid for the following transactions:

• Air Bookings (Published and negotiated)
• Hotel Bookings (Published and negotiated)
• Car Rental Bookings
• Activities Bookings
• Travel Insurance Policies

Commissions will be paid according to the Commission Schedule.

1.2 Payment of Commissions. The Company shall pay Commissions as follows (the "Payment Cycle"):

a. For Flight Bookings - Commissions are paid to Partner in the month immediately following that in which the Flight Bookings were made;

b. For Hotel Bookings - Commissions are paid to Partner in the month immediately following that in which the Hotel Bookings were made;

c. For Car Rental Bookings - Commissions are paid to Partner in the month immediately following that in which the Car Rental Bookings were made; 

d. For Activities Bookings - Commissions are paid to Partner in the month immediately following that in which the Activities Bookings were made by the consumer;

e. For Travel Insurance Policies - Commissions are paid to Partner in the month immediately following that in which the Travel Insurance Policies were purchased by consumers;

Payments (in US$) will be sent to Partner monthly for commissions totaling $50.00 or more.  Should Partner earn less than $50.00 in Commission during the Payment Cycle, Commissions will be held until the cumulative total is at least $50.00. Payments will be sent no later than 30 days after the close of the Payment Cycle.

1.3 Monthly Statements. The Company will provide Partner with a monthly statement that sets forth the monthly Commissions earned by Partner as well as the results on which the monthly commission was based. The Company will retain all records regarding the Bookings for a period of one (1) year following the date of each Booking subject to this Agreement. The Partner, at its own expense, has the right to audit the commission statements as they relate to the Partner website once per year.

1.4 Restrictions. Commissions will not be awarded in the event of credit card fraud, bad debt and credits due for cancellations and/or returns. If a User disputes or rejects a purchased ticket or a booking (hotel, car, activities, insurance, etc.) and the Company has already paid Partner a Commission based on the sale of such bookings, then the Company will deduct the amount of the disputed Commission from Partner's next Commission payment. If there are no subsequent Commissions due to Partner, the Company will send Partner a bill for the amount of the disputed Commission and Partner agrees to pay that billed amount no later than thirty (30) days after receipt of invoice.

2.1 Partner Trademarks. The Partner hereby grants the Company a non-exclusive, royalty-free, transferable, world-wide license to (i) access the Partner Site through a Link to the Company Site; and (ii) use and include Partner's logos, trademarks, service marks, trade names and similar identifying material (collectively, the "Partner Marks") on the Company Site and/or in any informational or promotional materials of the Company in a listing of companies or individuals who are participating in the Program; provided, however, that in no event shall the Company be required to include any Partner Mark in any such listing. The Partner represents and warrants to be the sole and exclusive owner of the Partner Marks and has the right and power to grant to the Company the license to use them in the manner described herein, and such grant does not or will not breach, conflict with or constitute a default under any agreement or other instrument applicable to the Partner or binding upon the Partner; or infringe upon any trademark, trade name, service mark, copyright or other proprietary right of any other person or entity. The Company will remove Partner Marks from any such lists upon the expiration or termination of this Agreement.

2.2 Company Marks. The Company hereby grants Partner a non-exclusive, royalty-free, non-transferable, non-assignable, worldwide license to (i) access the Company Site through a Link to the Partner Site solely in accordance with the terms and for the purposes of this Agreement; and (ii) display the trademarks, service marks, trade names and logos of the Company which are provided to Partner from time to time in connection with this Agreement (the "Company Marks") on the Partner Site which shall Link to the Company Site. The Partner agrees to prominently display the Company Marks on the Partner Site. The Partner may not alter, modify or change the Company Marks in any way. The Company represents and warrants being the sole and exclusive owner of the Company Marks and has the right and power to grant to Partner the license to display them in the manner described herein. The Partner will immediately remove the Company Marks from the Partner Site upon the expiration and/or termination of this Agreement.

In the event the Company provides Partner with new or modified Company Marks, Partner agrees to implement the new Company Marks on the Partner Site within fifteen (15) days following receipt of the updated Company Marks. The Partner agrees to only display the Company Marks as authorized in this Section 2.2. Any unauthorized use of the Company Marks by Partner will result in the immediate termination of this Agreement.

2.3 Ownership Rights. The Company owns all intellectual property rights (including without limitation all copyrights, patents, trademarks, service marks and trade secrets) in connection with and in all versions of the Company Site, Confidential Information and the Company Marks. The Company will own all data generated by the Users who Link to the Company Site through the Partner Site, and all of the terms and conditions, rules, policies and operating procedures of the Company Site (including but not limited to policies relating to the use of customer personal identification information, customer orders, customer service and ticket fulfillment) will apply to such Users and Consumers; and the Company reserves the right to change such terms and conditions, rules, policies and operating procedures at any time without notice.

2.4 Right to Refuse. Company reserves the right to refuse partnership with any site including, but not limited to; (i) any site that displays pornography and/or sexually explicit images, (ii) any site that contains any gambling content on any of its pages,  (iii) promotes violence, (iv) illegal activities or promotes or incorporates any materials which infringe or assist others to infringe the intellectual property rights of others and (v) contains content of a racist or discriminatory nature or makes threatening, libelous or derogatory statements about or toward a private or public person/organization.

2.5 Use of Information. The Partner agrees not use any Company Marks, Confidential Information (as defined below) or any other information about or from the Company or the Company Site for chain letters, junk mail, "spamming," solicitations (commercial or non-commercial) or bulk communications of any kind, including, but not limited to distribution lists to any person or party who has not given specific permission to be included in such a list. Notwithstanding the foregoing, Partner may market products and services to Consumers who have made Bookings through the Company Site via e-mail; provided, however, the Consumer has the ability to unsubscribe to such solicitations and cease to be a recipient of such e-mails. If Partner is in violation of this Section 2.4, Company reserves the right to immediately terminate this Agreement without notice.

1 This Agreement shall be in effect on the date Partner clicks the "I Agree" button and will continue in effect for one (1) year. Thereafter, this Agreement shall be renewed for successive one (1) year terms until the Agreement is terminated by either party as set forth. Either party has the option to terminate this agreement upon thirty (30) days written notice at any time during the term of the agreement in the first year or in subsequent terms. In case of termination, Company shall pay all monies owed to Partner within one-hundred-twenty (120) days of the termination of the agreement.

4.1 The Partner agrees that the Partner Site will not, in any way, copy or resemble the Look and Feel (as defined below) of the Company Site, nor will the Partner Site create an impression that it is a part of the Company Site or approved or sponsored by the Company. The Partner agrees that during the term of this Agreement, the Partner Site shall not contain any of the Content Restrictions, nor shall it disparage the Company Site or the Company or its affiliates in any way. The Company may test the Partner Site, and if such Partner Site is not in compliance with the Content Restrictions and the terms and conditions of this Section 5, the Company, in its sole discretion, may (i) remove any Link to such non-conforming Partner Site and/or (ii) terminate this Agreement. As used herein, "Look and Feel" means the distinctive and particular elements of graphics, design, organization, presentation, layout, user interface, navigation, trade dress, colors and stylistic convention (including the digital implementations thereof) within a World Wide Web site, and the total appearance and impression substantially formed by the combination, coordination and interaction of such elements, and any derivative works.

4.2 BANNED KEYWORDS: CERTAIN KEYWORDS ARE BANNED AND PARTNER AGREES AND SHALL NOT MAKE USE OF KEYWORD TERMS, AND/OR CLOSELY ASSOCIATED TERMS, AND/OR PARTIAL TERMS AS DESCRIBED HEREIN, AND AGREES TO INCLUDE ALL OF THESE KEYWRODS TERMS IN THE PARTNER'S NEGATIVE KEYWORD LIST. SUCH KEYWORDS INCLUDE, BUT ARE NOT LIMITED TO, ALL TRADEMARKS, IN WHOLE OR IN PART, AND URL'S OF ALL MAJOR AIRLINES OF THE UNITED STATES OF AMERICA, SUCH AS AMERICAN AIRLINES, AA, AA.COM, AMERICANAIRLINES.COM, AMERICAAIRLINES, AMERICAN.COM, AMERICANAIRLINES.COM, CONTINENTAL AIRLINES, CONTINENTALAIRLINES.COM, CO, CO.COM, DELTA AIRLINES, DL.COM, DELTAAIRLINES.COM, US AIRWAYS, USAIRWAYS.COM, UNITED AIRLINES, UNITEDAIRLINES.COM, UAL.COM, NORTHWEST AIRLINES, NORTHWESTAIRLINES.COM, NWA, NWA.COM, NORTHWEST.COM, AND ONETRAVEL, ONETRAVEL.COM, 1TRAVEL.COM. IN THE EVENT THAT KEYWORD TERMS AS DESCRIBED HEREIN ARE USED BY PARTNER, COMPANY WILL CCONSIDER SUCH ACTION AS A BREACH OF THE AGREEMENT AND RESERVES THE RIGHT TO SUSPEND PARTNER'S PRIVATE LABEL WEBSITE WITHOUT NOTICE UNTIL PARTNER HAS FULLY CURED THE KEYWORD VIOLATION AS STATED IN THIS SECTION OF THE AGREEMENT. THE COMPANY RESERVES THE RIGHT TO ADD NEW KEYWORDS WITHOUT NOTICE TO THIS SECTION OF THE AGREEMENT. DURING THE TERM OF THIS AGREEMENT IT SHALL BE THE PARTNER'S SOLE RESPONSIBILITY TO BE FAMILIAR WITH CURRENT BANNED KEYWORD TERMS AS DESCRIBED HEREIN.

4.3 ANY AND ALL TRADE MARKS, REGISTERED AND/OR PROTECTED UNDER COMMON LAW RULES OF THE COMPANY, AND ANY AND ALL TRADE MARKS, REGISTERED AND/OR PROTECTED UNDER COMMON LAW RULES OF THIRD PARTY SUPPLIERS, INCLUDING BUT NOT LIMITED TO, ANY AND ALL AIRLINES, HOTELS AND CAR RENTAL COMPANIES DIRECTLY OR INDIRECTLY AFFILIATED WITH THE COMPANY MAY NOT BE USED UNDER ANY CIRCUMSTANCES IN ANY FROM OR SHAPE BY PARTNER ON PARTNER'S WEBSITE(S) WAHTSOEVER. INFRINGING ON TRADEMARKS AS DESCRIBED HEREIN BY PARTNER WILL IMMEDIATELY TERMINATE THIS AGREEMENT WITHOUT NOTICE. FURTHERMORE, PARTNER AGREES TO ASSUME ANY AND ALL LIABITLTIES ARISING OUT OF ANY TRADEMARK INFRIGMENTS AS DESRIBED HEREIN, INDLUING BUT NOT LIMITED TO CONSEQUENTAL DAMAGES, INCURRED BY EITHER THE COMPANY OR ANY OF ITS THRID PARTY SUPPLIERS.

4.4 Some suppliers may, including but not limited to airlines, require the approval of the Partner website. Based upon the information the Company receives from Partner from the registration form, Company shall process this requirement on behalf of Partner and will notify Partner within a reasonable period of time. Partner understands that the supplier approval as stated herein will be directly linked to Company's final approval for Partner becoming an active Affiliate.

If you are an employee or agent of a Competitor of one of the Competitors as stated herein, you are not eligible to enroll in this Program. For the purposes of this Agreement, a "Competitor" includes, but is not limited to: Expedia, Travelocity, Orbitz, Hotel Reservation Network, Cheap Tickets, Travel Now, Site59, Priceline, Hotwire, LastMinute.com, Rosenbluth, American Express, Carlson Wagonlit and/or any other Online Travel Agency (OTA). If you fall into any of these categories and you still wish to enroll in the Program, you must obtain prior written approval from the Company. If you have any questions whether you are or are not a Competitor, please contact the Company BEFORE you execute this Agreement. In addition, you agree to: (i) terminate this Agreement immediately if you become a Competitor following your enrollment in the Program and (ii) keep confidential any Confidential Information which the Company has provided to you during your enrollment in the Program. You specifically agree that the obligation for confidentiality in this Agreement survives any termination of this Agreement. YOU ACKNOWLEDGE AND AGREE TO THESE RESTRICTIONS AND SPECIFICALLY AGREE THAT ANY BREACH OF THIS SECTION 5. SHALL BE DEEMED A MATERIAL BREACH OF THIS AGREEMENT.

The Partner has read, understands and accepts all of the Terms and Conditions of the Company's Privacy Policy.

The Company may modify any of the Terms and Conditions contained in this Agreement at any time at its sole discretion. Notifications of changes to Partner, either by e-mail, facsimile transmission or via regular postal mail, shall be at the Company's sole option to be considered as sufficient communication to Partner for any modifications to the Terms and Conditions of this Agreement.

The Partner understands and agrees that the following Terms and Conditions will apply to all information that the Company may disclose to Partner as a result of Partner's participation in the Program or in connection with this Agreement, including but not limited to the terms of this Agreement or the Program, any modifications to the Terms and Conditions and provisions of the Agreement or the Program made specifically for the Partner Site and not generally available to other members of the Program, business, supplier and financial information, customer and vendor lists, and pricing and sales information, concerning the Company or any other members of the Program, other than the Partner ("Confidential Information") Confidential Information shall also include any information that the Company designates as confidential during the term of this Agreement. The Partner agrees not to disclose any Confidential Information to any third party during the term of this Agreement and for a period of one (1) year after the expiration and/or termination of this Agreement. The Partner agrees that Confidential Information shall remain strictly confidential and shall not be utilized, directly or indirectly, by the Partner for Partner's own business purposes and/or for any other purpose except as authorized or contemplated herein. Information shall not be considered "Confidential Information" to the extent that it is generally known or available to the public.

Each party shall at all times be deemed to be an independent contractor with respect to the subject matter of this Agreement. Nothing in this Agreement, including, without limitation, the use of the terms "Partner," "partnership" or similar terms (which use is for ease of reference), will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. Neither party shall have the authority to make or accept offers or representations on the other party's behalf. Neither party shall make any statement, whether on such party's websites nor otherwise, that reasonably would contradict anything in this Section 9.

The Partner hereby agrees to indemnify, defend, and hold harmless the Company and its subsidiaries and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys or other professionals' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that the Company's use of Partner Marks infringe on any trademark, trade name, service mark, copyright, license, intellectual property or another proprietary right of any third party; (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by the Partner herein; (iii) any claim related to the Partner Site including, without limitation, content therein not attributable to the Company; or (iv) this Agreement, any Commission paid to the Partner or the Partner's participation in the Program.

The Company makes no express or implied warranties or representations with respect to the Program or any service, product or other items sold through the Company Site, including implied warranties of merchantability, fitness for a particular purpose or freedom from patent, trademark or copyright infringements, whether arising by law, custom or conduct, or as to the accuracy or completeness of the information provided by the Company or on the Company Site. In addition, the Company makes no representation that the operation of the Company Site will be uninterrupted or error-free, and the Company will not be liable to the Partner or any other third party for the consequences of any interruptions or errors in the operation of the Company Site. THE COMPANY WILL NOT BE LIABLE FOR DIRECT AND INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE PROGRAM, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, THE COMPANY'S AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO THE PARTNER UNDER THIS AGREEMENT. THE FOREGOING LIMITATION SHALL APPLY REGARDLESS OF THE CAUSE OF ACTION UNDER WHICH SUCH DAMAGES ARE SOUGHT.

This agreement sets forth the entire understanding between the parties and supersedes any and all oral or written agreements or understandings between the parties as to the subject matter of this Agreement.

This Agreement shall be subject to and governed by the laws of the State of Nevada without giving effect to the conflicts of law principles thereof. Any dispute of controversy arising out of, in connection with or relating to this Agreement, as amended from time to time, shall be resolved by a single arbitrator through biding arbitration conducted in Las Vegas, NV, in accordance with the rules of the American Arbitration Association.  The prevailing party shall be entitled to recover all costs and expenses, including, but not limited to, reasonable attorney fees in the prosecution or defense of any arbitration and all costs, expenses and reasonable attorney fees incurred through collection of any arbitration award.

The Partner may not assign this Agreement, by operation of law or otherwise, without the Company's prior written consent and the Company may assign this Agreement at any time in its sole discretion. Subject to that restriction, this Agreement will be binding on and enforceable against the parties and their respective successors and assigns.

The Company's failure to enforce the Partner's strict performance of any provision of this Agreement will not constitute a waiver of the Company's right to subsequently enforce such a provision or any other provision of this Agreement.

The Partner shall not create, publish, distribute, or permit any written material that makes reference to the Company without first submitting to the Company such material and receiving its prior written consent. The Partner shall not make any announcements or statements to the public or any third party concerning the relationship between the parties, this Agreement or the Program without the prior written consent from the Company.

Neither party shall be deemed in default or otherwise liable under this Agreement due to its inability to perform its obligations by reason of any fire, earthquake, flood, substantial snowstorm, epidemic, accident, explosion, casualty, strike, lockout, labor controversy, riot, civil disturbance, act of public enemy, embargo, war, act of God, or any municipal, county, state or national ordinance or law, or any executive, administrative or judicial order (which order is not the result of any act or omission which would constitute a default hereunder), or any failure or delay of any transportation, power, or communications system or any other or similar cause not under such party's control (each a Force Majeure).  Notwithstanding the foregoing, a party shall be permitted to terminate this Agreement upon notice to the other in the event that the other party is prevented from performing hereunder due to a Force Majeure for more than thirty (30) days.

If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability will not affect any other provisions of this Agreement, and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained herein.