1.0 Background

1.1 The Company operates a hotel price comparison web site.

1.2 The Partner has agreed that you will promote the Site via online and/or off-line means to your customers on the terms set out in this agreement.

2.0 Distribution

2.1 The Partner agrees to accept the information as listed on the Site and agrees to make no changes to the content and information listed on the Site, unless agreed to by both parties.

2.2 The Company will provide the Partner with all the graphical and technical support required to execute the above. The Partner has a choice to make visual modifications to the content as permitted by the Company.

2.3 The Company will offer technical and marketing assistance to the Partner as required. The Company will endeavour to solve any problem pertaining to any technical issue relating to this Agreement.

3.0 Rights and Obligations

3.1 Under the terms of this agreement, the Partner will market the Site in return for commissions earned.

3.2 The Partner understands and agrees that this agreement to the Site is non-exclusive. The Company may appoint one or more additional Partners having marketing responsibility in the same geographic area.

3.3 The Partner agrees not to undertake any advertising and/or marketing activities, which can be misrepresented or misconstrued as having originated from the Company. This includes, (but is not limited to): illegally using the Company brand name, or any of its logos, search engine advertising utilizing the Company name(s) and passing off. The Partner is prohibited from bidding on keywords in search engines that directly relate in any way to the Company name. These include (but are not limited to): HotelsCombined, HotelCombined, Hotels Combined, Hotel Combined, HotelsCombined.com. Should any activity listed above be undertaken by any Partner, the Company reserves the right to suspend commission payment to the Partner immediately, and may suspend the Partner's affiliate account.

3.4 The Partner understands that as part of the advanced commission configuration option the Partner may elect to use its own business relationship with the selected providers compared by the Company systems. Under this option the web user referred by the Partner to the Company’s website will be redirected to the compared provider’s website via the Partner’s specified URL. The partner agrees that the Company reserves the right to disable this option at any time or request a technical service fee for continued usage of this option. The Partner further agrees to confirm in writing at the Company’s request the fact of the Partner’s usage of this option to any of the compared providers configured under this option.

3.5 The Partner agrees not to undertake any activity that may result in automatic generation of leads and traffic via tracking URLs provided by the Company. The Partner agrees not to create systems that force the browser into automatic redirection to any tracking URLs. In addition, the Partner agrees that that the Company may run a traffic audit with compared suppliers to determine the actual booking conversion rate. The Company reserves the right to terminate affiliate account without payment if the Partner’s actual conversion rate results are below average.

4.0 Service

4.1 The Company will be solely responsible for the development, operation and maintenance of the Company's operation and for all materials that appear on the Company's place of business or web site. For example, the Company will be solely responsible for:

• The technical operation of the Company's systems, site and all related equipment
• The accuracy and appropriateness of communication with customers
• Ensuring that materials posted on the Company's site are not libelous or otherwise illegal.

4.2 The Partner disclaims all liability for these matters. Further, the Company will indemnify and hold the partner harmless from all claims, damages, and expenses (including, without limitation, attorney's fees) relating to the development, operation, maintenance, and contents of the Company's operation and web site.

4.3 Consequently, the Partner will indemnify and hold the Company harmless from all claims, damages, and expenses (including, without limitation, attorney's fees) relating to the development, operation, maintenance, and contents of the Partner's operation and web site.

4.4 We make no express or implied representations or warranties regarding the Site or its performance, availability or functionality. Any implied warranties of merchantability, fitness for a particular purpose, and non-infringement from the Company are expressly disclaimed and excluded. In addition, we make no representation or warranty that the operation of the Site will be uninterrupted or error free, and we will not be liable for the consequences of any interruptions or errors.

5.0 Remuneration

5.1 The Company will pay the Partner commissions according to the following outline:

(a) 70% of all revenue generated by the visitors referred by the Partner

5.2 All commission payments will be issued once a month, in US Dollars (USD). The Company will provide payment via one of the means specified by the Partner in the online affiliate management area. Minimum threshold for cheque payment is USD 50 for all currencies and minimum threshold for Direct Deposit is USD 500.

5.4 The Company will keep an audit of all transactions subject to this Agreement. The Company will provide the Partner with an account summary, which will track the number of clicks through and user reviews submitted by users referred by the Partner.

5.5 The Company agrees to ensure repeat sale tracking and payment for the duration of 365 days from the date of initial visit to the Site and will pay the Partner commission as per clause 5.1 (b). This is to be done by means of electronic cookie placed on the end-consumer computer.

6.0 Confidentiality

6.1 Any use by the Partner of any other user's information, personal or otherwise, for any commercial purpose or to obtain direct financial gain (e.g. mass marketing) is prohibited. Any such use shall be deemed to be a violation of this Agreement. The Site is to be used for the Partner's customers' personal use only. The Partner agrees that it will not use Company information obtained from the 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 who has not given specific permission to be included in such a list. Notwithstanding the foregoing the Partner may market products and services to its customers, who have purchased travel through the Site, via e-mail, provided however, the customer 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, the Company reserves the right to immediately terminate this Agreement without notice.

6.2 Neither party shall create, publish, distribute, or permit any written materials, which makes reference to the other party without first submitting to the other party such material and receiving prior written consent from the non-submitting party. This shall not to be unreasonably withheld or delayed. Neither party will make announcements or statements to the public nor any third party concerning the relationship between the parties or the transaction described in this agreement without the prior written consent from the other party. This shall not be unreasonably withheld or delayed.

7.0 Duration and Termination

7.1 The Agreement comes into force from the day the Partner signs up to the affiliate program. Both parties retain the right to end the agreement at any time, with due warning given to the other party. Termination may occur (but not be limited to) if:

• Either party breaches this Agreement and fails to remedy such breach within 7 days of receipt of notice from the other party specifying the breach and requiring it to be remedied.
• Either party breaches the Agreement and the breach cannot be remedied.
• Any step is taken to appoint a receiver, a controller, a liquidator, a provisional liquidator, an administrator or other similar person of the whole or any part of the other's assets, undertakings or business.

7.2 Upon termination, any monies owing to the affiliate, which are below the minimum amount paid, will be forfeited by the Partner

8.0 Liability

8.1 Each party owns and retains all rights, title and interest in its names, logos, trademarks, service marks, copyrights, patents, proprietary features, and proprietary technology. Neither party shall copy, distribute, reproduce, or use the above proprietary items except as expressly permitted under this agreement.

8.2 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 may be modified only in a written agreement signed by both parties. Both parties will be responsible for their own costs and legal fees associated with this Agreement.

8.3 Partner and the Company agree that Partner is an independent contractor for all purposes, and Partner will be responsible for his own withholding taxes, workmen's compensation and all other matters related to work.

8.4 This agreement shall be governed, construed, and enforced in accordance with the laws of the state of New South Wales, Australia.

8.5 This agreement shall not be assignable, except by operation of law, by either party without the prior written consent of the other party, and any purported assignment by either party without the prior written consent of the other party shall be void.