AFFILIATE

PROGRAM
AGREEMENT
BETCOMPANYEN:

Date:

Party A
[AFFILIATE COMPANY NAME]

&

Party B
[AFFILIATE][DISTRIBUTOR NAME]
 AFFILIATE PROGRAM AGREEMENT

This Agreement for Advertising Sales Representation Agreement (the

"Agreement") is made and effective this [DATE]

This Affiliate Program Agreement ("Agreement") contains the complete

terms and conditions that apply to Affiliate participation in the
[COMPANY’S NAME] Affiliate Program (the "Program"). The purpose
of the Program is to allow Affiliate to refer people or businesses to
[COMPANY’S NAME] using special trackable web links and by word-
of-mouth or direct introduction in a way that allows us to confirm which
individuals or businesses Affiliate refer to us so that Company can, under
the terms of this Agreement, pay Affiliate the appropriate commission on
Commissionable Fees (the "Fee" or "Fees").

NOW, THEREFORE, in consideration of the foregoing and

the mutual covenants and agreements contained herein,
Company and Affiliate, intending to be legally bound,
hereby agree as follows:

1. DEFINITIONS

a) New Customer means a unique human being or business which

was not previously in our database prior to Affiliate referral.

b) Commissionable Fee means amount of money paid to Company

exclusively for the rental portion of accommodation paid for by
the New Customer to Company and does not including taxes,
extra person charges, lift ticket charges or booking fees.

c) First Tier Affiliate means an Affiliate that is directly responsible

for referring a customer who purchases a rental accommodation
from Company.

d) Second Tier Affiliate means an Affiliate who is indirectly

responsible for referring a customer who purchases a rental
accommodation from Company as a result of having referred an
Affiliate who is a First Tier Affiliate. (For example, if Affiliate
"A" puts a trackable link on their website which enables Affiliate
"B" to join our Affiliate Program, and then Affiliate "B" directly
 refers a customer to Company who purchases a rental
accommodation from Company. Affiliate "B" will be the First
Tier Affiliate and Affiliate "A" will be the Second Tier Affiliate
with regard to the Commissionable Fee.)

e) Force Majeure: Force majeure shall mean and

include only those events or circumstances
specified in clause ___ of this Agreement.

f) Predatory advertising: Predatory advertising is defined as any

method that creates or overlays links or banners on websites,
spawns browser windows, or any method invented to generate
traffic from a website without that website owner's knowledge,
permission, and participation. Examples include, but are not
limited to, keyword parsing, browser plug ins such as TopText
and Surf+, banner replacement technology such as Gator,
browser spawning technology that is not website dependent.

2. INTERPRETATION

a) Headings used in this Agreement are provided for

convenience only and shall not be used to construe
meaning or intent of the parties unless so specified.

b) Any terms used in a singular or plural sense shall also

be construed to include vice versa.

c) All references to gender or number in this Agreement

shall be deemed interchangeably to have a
masculine, feminine, neuter, singular or plural
meaning, as the sense of the text requires.

3. AFFILIATE OBLIGATIONS

a) This Agreement will become effective upon Affiliate’s

acceptance of the Agreement as indicated above. The fact that
Company auto-approve applications does not imply that
Company may not re-evaluate Affiliate’s application at a later
time. Company may reject Affiliate’s application at Company’s
sole discretion at any time after Affiliate’s acceptance.
 b) Company may reject Affiliate’s application if Company
determines (at Company’s sole discretion) that Affiliate website
is unsuitable for the Program.

c) Unsuitable websites include but are not limited to those that:

i. promote pornography and/or sexually explicit materials

ii. promote violence or use of illegal substances

iii. promote discrimination based on race, gender, religion,

nationality, disability, sexual orientation or age

iv. promote hate, crime or other illegal activities

v. incorporate any materials which infringe or assist others to

infringe on any copyright, trademark or other intellectual
property rights, or to violate the law

vi. are in any way unlawful, harmful, threatening, defamatory,

obscene, harassing or otherwise objectionable to us at our sole
discretion

d) By participating in the Program Affiliate agrees that Affiliate will

not engage in any such activities. Affiliate should also note that if
Company accepts Affiliate’s application and Affiliate website is
thereafter determined, at Company’s sole discretion, to be
unsuitable for the Program, Company may terminate Affiliate
Agreement immediately.

4. RELATIONSHIP OF PARTIES

a) While the parties to this Agreement shall work hand-in-hand for

the benefit of both parties, the parties acknowledge and agree that
the Affiliate shall, from a legal perspective, act as and shall be an
independent contractor and not an employee or agent of the
Company.
 b) Nothing in this Agreement shall create a partnership, joint
venture, agency, or franchise between the parties in the legal
sense of these terms.

c) The Affiliate shall not sign any document in the name of, or on
behalf of Company nor shall it hold itself out as being an agent of
Company or as having apparent authority to contract for or bind
Company.

5. AFFILIATE'S WEBSITE AND PROMOTIONAL METHODS

a) The Affiliate shall be solely responsible for all materials that

appear on its website. It shall strictly adhere to all applicable laws
and regulations in conducting its business and more specifically
in marketing and advertising Company, Affiliate are solely
responsible for the accuracy and appropriateness of all materials
posted on Affiliate’s website, and for ensuring that Affiliate
activities, including materials posted on Affiliate’s website and
communications with Company and our potential customers are
not defamatory, in violation of copyright laws or otherwise
illegal. Affiliate further agree that Affiliate activities, including
communications with our potential customers and Company,
regarding or relating to Company in any way, are in full
compliance with all applicable laws in Affiliate jurisdiction.

b) Affiliate agree not to use any predatory advertising methods

designed to generate traffic from websites that they have not
contracted with in the online promotion of Company products,
services or Affiliate Program. Participation in predatory
advertising Programs will be cause for the Affiliate's immediate
termination.

c) Without restricting the generality of the foregoing, the Affiliate

shall not send unsolicited email and shall not send email or any
other communication to a recipient if the recipient has requested
that Affiliate discontinue such communication.

INDEMNIFICATION
d) Affiliate agrees to defend, indemnify and hold Company
harmless for any violations of the foregoing. Company disclaims
all liability for these matters.
6. COMPANY RIGHTS AND OBLIGATIONS

a) Company shall have the right to monitor the Affiliate's website at

any time to determine if it is in compliance with the terms and
conditions on this Agreement. Company may notify Affiliate of
any changes to Affiliate website that Company feel should be
made regarding Affiliate promotion of Company, or to make sure
that Affiliate links to our website are appropriate and to notify
Affiliate of any changes that Company feel should be made.

b) Company reserves the right to terminate this Agreement and

Affiliate participation in the Affiliate Program immediately and
without notice to Affiliate should Affiliate commit fraud in
Affiliate use of the Company Affiliate Program or should
Affiliate abuse this Program in any way. If such fraud or abuse is
detected, Company shall not be liable to Affiliate for any
commissions on Fees for such fraudulent sales.

c) Company reserves the right, at its full discretion, to disqualify

any individual it suspects of undermining or manipulating the
registration and/or qualifying process, the operation of the
Affiliate Program by attempting to circumvent the Affiliate
commission schedule or artificially increasing Affiliate
commissions or by other fraudulent methods or results, or to be
acting in violation of this Agreement. Company may, at its sole
discretion, cancel the Affiliate Program. In the event of Affiliate
non-compliance with any requirement stated herein, Company
may withhold or reduce any payments due to Affiliate until
resolution of all disputes.

d) Affiliate may not create, publish, distribute, or permit any written

or electronically transmitted publicity material (including without
limitation, advertisements and press releases) that makes
reference to Company, or the Company' website without first
submitting the material to Company and receiving its approval,
authorization and consent in writing. Affiliate shall not issue any
public statement(s) regarding the relationship with Company
without the prior written approval of Company.

7. AFFILIATE COMMISSIONS, RIGHTS AND PAYMENT

a) Subject to all terms of this Agreement, Company will pay Affiliate
a 1st Tier commission on the rental Fees paid for accommodations
managed by Company by new customers Affiliate refer to us.
Company will also pay Affiliate a 1st Tier commission for any
additional accommodation rentals purchased by new customers
Affiliate refer to us for bookings they place within one full year of
the date that they placed their first booking. Company will also pay
Affiliate a 2nd Tier commission every time a 1st Tier commission
is paid to an Affiliate that was referred to our program by Affiliate.

b) The percentage of commission paid on all commissionable fees is

determined in accordance with the Affiliate Commission Schedule
which follows this Agreement and which forms an integral part of
this Agreement.

c) Company does not pay commission on any revenue Company

generate for services or products Company sell in addition to
accommodations such as, but not limited to, [BRAND
PRODUCTS].

d) Company will not pay commissions on accommodations from any

individuals or businesses who have previously bought products
from Company, even if the existing referred customer's record
contains a different email address, credit card number, or other
information different from the individual's or business' previous
registration. In the event that more than one Affiliate claims the
same commission for a sale, Company shall select the Affiliate to
receive the compensation based on our best efforts to determine
which Affiliate was responsible for the initial referral. Company
may, entirely at our discretion, and only when a Second Tier
Affiliate does not already exist, award a second tier commission to
whichever Affiliate Company determine was not responsible for
the initial referral.

e) AFFILIATE SHALL NOT RECEIVE COMMISSION FOR ANY

SALE MADE DIRECTLY OR INDIRECTLY FOR AFFILIATE.

f) Affiliate is strictly prohibited from signing Affiliate up as a Second

Tier Affiliate of Affiliate own existing Affiliate account. Any
Affiliate attempting such an arrangement will be instantly
terminated and the Affiliate Agreement immediately canceled. Any
commissions accrued will remain the property of Company.
 g) All commissions are based upon the paid price of a
Commissionable Fee before tax. If any commission is paid on a
Commissionable Fee, which is later refunded or determined to
have been charged the customer in error, the amount paid as
commission to the Affiliate will be deducted from future
commissions if any are due, or an invoice in the amount of the
commission paid to the Affiliate will be issued and payable by the
Affiliate to Company within 30 days.

h) Payment of commissions will be made on a monthly basis within

30 to 45 days following the check out date of the rented
accommodation. Commissions will be paid by check, or some
other method at the discretion of Company and acceptable to the
Affiliate. Commission payments are made in Canadian Dollars.

i) It is Affiliate responsibility to provide complete and accurate payee

information including tax ID or other applicable information as
appropriate for Affiliate country of residence in order to receive
payment. If this Agreement terminates, any commissions due at the
time of termination will be paid within 45 days following
termination unless as indicated elsewhere in this agreement.

j) The Affiliate shall be responsible for all taxes and other similar
levies applicable to the commission pursuant to any law or
regulation. The Affiliate shall report the commission to its taxation
authorities as required by law. Company shall not be responsible
for any taxes owed by Affiliate arising out of Affiliate relationship
with Company as set forth in this Agreement.

8. MODIFICATION

 Company may modify any of the terms and conditions in this

Agreement, including terminating this Agreement or the Affiliate
Program at any time at its sole discretion. Modifications may
include, but are not limited to, changes in the scope, percent of
commissionable fees, payment procedures, and the Affiliate
Program rules. IF ANY MODIFICATION IS UNACCEPTABLE
TO AFFILIATE, AFFILIATE SHALL HAVE THE RIGHT TO
TERMINATE THIS AGREEMENT AS SET FORTH BELOW.
AFFILIATE CONTINUED PARTICIPATION IN THE
 PROGRAM FOLLOWING THE POSTING OF THE CHANGE
NOTICE OR NEW AGREEMENT ON [AFFILIATES
COMPANYBSITE] WILL CONSTITUTE AFFILIATE
AGREEMENT TO THE CHANGES.

9. TERMS AND TERMINATION

 The term of this Agreement will begin upon Affiliate acceptance of

the Agreement as indicated above and will end when terminated by
either party. Either Company or the Affiliate may terminate this
Agreement at any time, with or without cause, by giving the other
party written notice of termination. Upon the termination of this
Agreement for any reason, all licenses granted hereunder shall
immediately terminate and Affiliate will immediately cease use of,
and remove from Affiliate website or websites, all references to
Company and all links to the Company's website.

 Company will, however, continue to pay Affiliate commissions on

Commissionable Fees from Affiliate referrals for a certain period
following termination. The current policy is to pay for [NUMBER]
months following termination; however, Company may pay
entirely at its own discretion for as many or as few months as
Company choose depending on the conditions of termination.
Violation of the terms of this Agreement by the Affiliate may result
in the forfeiture of all future or pending commissions on
commissionable fees.

10. DISCLAIMER

COMPANY MAKES NO EXPRESS OR IMPLIED

REPRESENTATIONS OR WARRANTIES REGARDING Company
SERVICE AND COMPANYBSITE OR THE PRODUCTS OR
SERVICES PROVIDED THEREIN. ANY IMPLIED WARRANTIES
OF COMPANY'S ABILITY, FITNESS FOR A PARTICULAR
PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY
DISCLAIMED AND EXCLUDED. IN ADDITION, COMPANY MAKE
NO REPRESENTATION THAT THE OPERATION OF OUR
COMPANYBSITE OR OF OUR REFERRAL TRACKING LINK
TECHNOLOGY WILL BE FREE FROM DEFECT OR WILL BE
UNINTERRUPTED OR ERROR FREE, AND COMPANY WILL NOT
BE LIABLE FOR THE CONSEQUENCES OF ANY DEFECTS,
INTERRUPTIONS OR ERRORS.

11. LIMITATIONS OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY

CONTAINED IN THIS AGREEMENT, COMPANY WILL NOT BE
LIABLE TO AFFILIATE WITH RESPECT TO ANY SUBJECT
MATTER OF THIS AGREEMENT UNDER ANY CONTRACT,
NEGLIGENCE, TORT, STRICT LIABILITY, OR OTHER LEGAL OR
EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL,
CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY
DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF
GOODWILL OR ACTUAL OR ANTICIPATED REVENUE, PROFITS
OR LOST BUSINESS), EVEN IF COMPANY HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER,
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL
COMPANY 'S CUMULATIVE LIABILITY TO AFFILIATE ARISING
OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED
IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION
NEGLIGENCE AND STRICT LIABILITY) BREACH OF
WARRANTY OR OTHER LEGAL OR EQUITABLE THEORY,
EXCEED THE TOTAL COMMISSIONS PAYABLE TO AFFILIATE
UNDER THIS AGREEMENT.

12. REPRESENTATIONS, WARRANTIES AND COVENANTS

 Affiliate represents, warrants and covenants that:

 Affiliate have full right, power, and authority to enter into and be
bound by the terms and conditions of this Agreement and to
perform Affiliate obligations under this Agreement, without the
approval or consent of any other party;

 Affiliate have sufficient right, title, and interest in and to the rights
granted to Company in this Agreement;

 the material posted on Affiliate's website does not defame any third
party or violate or infringe upon the rights of any third party or any
applicable copyright and other laws that pertain to it;
  Affiliate shall not make any representations or warranties regarding
the products or services provided by Company; and

 Affiliate shall not make or publicize any statements that are

disparaging, slanderous, defamatory, libelous or derogatory of
Company or that otherwise portray Company in a negative manner.

13. INDEMNIFICATION

Affiliate hereby agree to indemnify and hold harmless Company, and its
subsidiaries and Affiliates, 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 attorney 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 any
claim that our use of the Affiliate trademarks infringes on any trademark,
trade name, service mark, copyright, license, intellectual property, or
other proprietary right of any third party, any misrepresentation of a
representation or warranty or breach of a covenant and Agreement made
by Affiliate herein, or any claim related to Affiliate website, including,
without limitation, content therein not attributable to us.

14. CONFIDENTIALITY

a. In connection with the activities contemplated by this Agreement,

Affiliate may acquire confidential technical or business
information of Company, which is not generally known to the
public, including without limitation proposals, ideas or research
related to possible new products or services; financial statements
and other financial information; any reporting information required
by the Agreement; and the terms of this Agreement and the
relationship between the parties (collectively, "Confidential
Information"). Affiliate agree not to disclose the Confidential
Information or use the Confidential Information for Affiliate own
benefit or for the benefit of any third party. Affiliate obligations in
this Section shall not apply to any information that Affiliate can
prove was in the public domain at or subsequent to the time it was
communicated to Affiliate through no fault of Affiliates; was
rightfully in Affiliate possession free of any obligation of
confidence owed to Company at or subsequent to the time it was
communicated to Affiliate by Company; was in response to a valid
 order by a court or other governmental body or was otherwise
required by law. Upon the termination or expiration of this
Agreement, Affiliate shall return upon Company's request or
otherwise destroy all Confidential Information of Company in
Affiliate possession.

15. GOVERNING LAW & ARBITRATION.

a) This Agreement shall be governed in all respects by the laws of

[COUNTRY] and by the laws of the [PROVINCE/STATE], as
such laws are applied to agreements entered into and to be
performed entirely within [COUNTRY] between
[PROVINCE/STATE] residents.

b) Any disputes and/or differences arising out of or

relating to this agreement including interpretation of
its terms will be resolved through joint discussion by
the authorized representatives of both the parties.
Moreover, if the disputes are not resolved by
discussion, then the matter will be referred to be
adjudicated and settled by arbitration.

c) The arbitration proceedings will be carried out by a

Sole Arbitrator who shall be appointed jointly by the
Company and Affiliate and will be conducted in
English.

d) The place of arbitration shall be [NAME OF THE

PLACE] and the parties irrevocably submit to the non-exclusive
jurisdiction of the Superior Court of [COUNTRY] and the
[PROVINCE/STATE] District Court for the District of
[COUNTRY], and [PROVINCE/STATE] Branch, in any action to
enforce this Agreement and to try and adjudicate upon the
matters relating to or rising out of the contractual
and non-contractual obligations arising out of this
Agreement

e) Any Order passed by such duly appointed Sole

Arbitrator, shall be final and binding on all the
parties.
 f) The cost of Arbitration shall be equally borne by both
the parties and each party shall individually bear the
cost and expenses of their attorneys/counsel for the
proceedings.

16. SEVERABILITY.

If any part of this Agreement is determined to be invalid or unenforceable

by applicable law, then the invalid or unenforceable provision will be
deemed superseded by a valid, enforceable provision that most closely
matches the intent of the original provision and the remainder of this
Agreement will continue in effect.

17. NO THIRD PARTY BENEFICIARIES.

Nothing in this Agreement, express or implied, is intended to or shall

confer upon any person or entity (other than the parties hereto) any right,
benefit or remedy of any nature whatsoever under or by reason of this
Agreement.

18. FORCE MAJEURE.

Both the parties will not be responsible for any failure or delay in
performance of their contractual obligations persuant to this Agreement
that is directly or indirectly related to acts including but not limited to the
act of God, storm, natural disaster, act of terrorism, utility outages or
interruptions, system transmission failure, server failure, or any other
situation which is beyond their control [MAY BE MODIFIED TO
INCLUDE SPECIFIC EVENTS AS FORCE MAJEURE].

19. SUCCESSOR AND ASSIGNS

Affiliate may not assign Affiliate rights or obligations under this

Agreement to any party.

20. DEFAULT

In the event of any default of any material obligation by or

owed by a party pursuant to this Agreement, then the
other party may provide written notice of such default and
if such default is not cured within [NUMBER] days of the
written notice, then the non-defaulting party may
terminate this Agreement and may also claim damages for
losses arising out of such default.

21. NON WAIVER

a) The waiver by Company of a breach of any provision of this

Agreement by the Affiliate shall not operate or be construed as a
waiver of any other or subsequent breach by the Affiliate.
b) Similarly, the waiver by the Affiliate of a breach of any provision
of this Agreement by Company shall not operate or be construed
as a waiver of any other or subsequent breach by Company.

22. SEVERABILITY

Any part, provision, representation or warranty of this

Agreement which is prohibited or which is held to be void
or unenforceable due to changes in law or otherwise shall
be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining
provisions and clauses hereof.

23. NOTICES

Any legal notice required or permitted by this Agreement shall be in

writing and shall be delivered as follows with notice deemed given as
indicated:

a) by personal delivery when delivered personally;

b) by overnight courier upon written verification of receipt;

c) by telecopy or facsimile transmission upon acknowledgement of

receipt of electronic transmission; or

d) by certified or registered mail, return receipt requested, upon

verification of receipt. Notice shall be sent to the addresses set
forth above or such other address as either party may specify in
writing.
24. INJUNCTIVE RELIEF FOR BREACH

Either party's breach of the obligations contained in [SPECIFY

CLAUSE] will entitle the other party to injunctive relief and/or a decree
for specific performance, and such other and further relief as may be
proper (including monetary damages if appropriate).

25. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties

relating to this subject matter and supersedes all prior or
contemporaneous oral or written agreements concerning such subject
matter. The terms of this Agreement will govern all the services
undertaken by the Affiliate for Company.

IN WITNESS WHEREOF, the parties have executed this Agreement as

of the date first written above.

COMPANY AFFILIATE
_____________________________ ________________________

Authorised Signature Authorised Signature

_________________________ ________________________

Print Name and Title Print Name and Title

 EXHIBIT B

AFFILIATE COMMISSION SCHEDULE

This Schedule is in effect:

First Tier Affiliate Commission = [AFFILIATE COMMISSION FEE]

Second Tier Affiliate Commission = [AFFILIATE COMMISSION FEE]