THIS IS A LEGAL AGREEMENT BETWEEN YOU (THE "AFFILIATE") AND NET4OFFERS.COM (THE "COMPANY"). BY CHECKING THE CHECK BOX FOR AGREEING WITH THE TERMS AT THE END OF AFFILIATE REGISTRATION PAGE, YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.

Overview
This Affiliate Agreement (this "Agreement") contains the complete terms and conditions that apply to you becoming a member of the Net4offers.com Affiliate Program. The purpose of this Agreement is to allow HTML linking between your web site and the Net4offers.com web site, inviting traders and service providers of your choice through a referral url in emails or using the referral url on any other promotional media, subject to the terms and conditions of this Agreement. Please note that throughout this Agreement, "we," "us," and "our" will mean the Company, and "you," "your," and "yours" will mean the Affiliate.

Linking Procedure
As a member of the Net4offers.com Affiliate Program, you will have access to the Affiliate Centre through appropriate url. On our site. At this site you will be able to download HTML code or referral url and graphics that we have made available for you to use in your web site or emails. You may use the HTML code or referral url and graphics provided by the Company only to link to or search the Net4offers.com web site, PROVIDED THAT you do not use the HTML code or referral url or graphics provided by the Company in connection with any feature in your web site which is devoted to a comparison of the travel information or fares offered by the Company to travel information or fares offered by any of the Company's then existing online reservation competitors.
The HTML code or referral url we will make available to you provides special link formats for linking to web pages within the Net4offers.com web site ("Tagged Links"). You must ensure that each of the links between your site and our site are Tagged Links, otherwise commission fees that might have otherwise been earned by you will not be tracked and recorded. We will not be liable to you for any lost commissions resulting from your failure to use Tagged Links.

We have the right to monitor your site, as we feel necessary to make sure that your links to our web site are appropriate. If we decide, in our sole discretion, that your links to our web site are not appropriate, then we may either notify you of any changes that we feel should be made, or we may terminate this Agreement upon notice to you. If we notify you of changes we desire you to make to your site and such changes are not made immediately, then we may terminate this Agreement upon notice to you. You agree that upon our termination of this Agreement you will immediately remove all links to Net4offers.com from your web site.

You expressly agree to abide by all of the terms and conditions of use related to each of our web sites, including the Affiliate Center.

Use Our Domain Name
You agree that your domain name does not and will not at any time contain the words "net4offers" or "any variation of those names, and that you will not purchase any domain name or other right or otherwise contract with a third party to exploit those names, for the purpose of causing your site to appear as a search result or for any other reason. Violation of this provision by you will result in the immediate termination of this Agreement.

Give Us Your Full Cooperation
You agree to fully cooperate with us in order to establish and maintain any links between the Net4offers.com web site and your site. You also agree that those graphic images that you display pertaining to the Net4offers.com web site, for use as a link or otherwise, will only be graphic images that we provide to you from the Affiliate Center. If we update those graphics, you agree to immediately replace our old graphics with the new ones.

Follow All Copyright Laws
It is entirely your responsibility to follow all applicable copyright and other laws that pertain to your site. You must have express permission to use any person's copyrighted material, whether it is a writing, an image, or any other copyrightable work. We will not be responsible if you use another person's copyrighted material in violation of the law.

We Determine the Policies for the Services we provide
Customers who become registered merchants or service providers from your referral will be considered customers of the Company. You agree that all of our rules, policies, and operating procedures concerning our services will apply to those customers. We may, in our sole discretion, change our policies and operating procedures at any time and from time to time.

You Cannot Send Out Publicity Without Our Consent
You shall not create, publish, distribute, or permit any written, electronically transmitted or other form of publicity material that makes reference to us without first submitting the material to us and receiving our consent. We agree that our consent will not be unreasonably withheld. If you fail to comply with this requirement, we may terminate this Agreement upon notice to you. You agree that upon our termination of this Agreement you will immediately remove all links to Net4offers.com from your web site.

The Starting Date of this Agreement
This Agreement will begin upon our acceptance of your Affiliate Application.

How this Agreement can be Ended
Either you or we may terminate this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax.

We Can Modify this Agreement
We may modify any of the terms and conditions in this Agreement, at any time and from time to time, in our sole discretion. Modifications may include, but are not limited to, changes in the scope of commission fees, payment procedures, and the Net4offers.com Affiliate Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY OPTION IS TO END THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE NET4OFFERS.COM AFFILIATE PROGRAM FOLLOWING THE POSTING OF THE CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL INDICATE YOUR ACCEPTANCE OF THE CHANGES. It is deemed your duty to verify if there is any changes in the affiliate agreement from time to time.

Confidentiality
Except with the consent of the other party, each party agrees that all information concerning the other party, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, will remain confidential and will not be utilized, directly or indirectly, by such party for any purpose except and to the extent (a) necessary to complete obligations under this Agreement or (b) that any such information is known or available to the public through a source or sources other than such party or any affiliate of such party.

Disclaimer
WE MAKE NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE NET4OFFERS.COM WEB 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 OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

Representations and Warranties

You represent and warrant that:

• you, if you are a company, are duly organized, validly existing and in good standing, and are qualified and/or licensed to do business in all jurisdictions to the extent necessary to carry out your obligations under this Agreement;
• you, or if you are a company the person entering into this Agreement on your behalf, are an adult of at least 18 years of age;
• this Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;
• you have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;
• you have sufficient right, title, and interest in and to your materials to grant the rights granted to us in this Agreement; and
• there is no pending, or to the best of your knowledge, threatened claim, action or proceeding against you, or any affiliate of yours, with respect to your execution, delivery or performance of this Agreement, or with respect to the materials you will deliver under this Agreement, and, to the best of your knowledge, there is no basis for any such claim, action or proceeding.

Limitations of Liability
WE WILL NOT BE LIABLE TO YOU UNDER ANY CIRCUMSTANCES 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 OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT WILL THE COMPANY'S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE LESSER OF TOTAL COMMISSION FEES ACTUALLY PAID TO YOU UNDER THIS AGREEMENT OR $3,000,000.00.

Indemnification
You agree to indemnify, defend and hold harmless the Company and its employees, representatives, agents and corporate affiliates (each, an "Indemnified Party"), against any and all claims, suits, actions, or other proceedings brought against the Indemnified Party based on or arising from any claim (i) that the use of any material provided by you infringes on any copyright, patent, trademark, trade secret or any other intellectual property or other right of any third party, (ii) resulting from your breach of this Agreement, or (iii) related to your web site, including, without limitation, content therein not attributable to us. You will pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys' fees and costs awarded against or otherwise incurred by the Indemnified Party in connection with or arising from any such claim, suit, action, or proceeding.

Miscellaneous

• Each party will at all times be deemed to be an independent contractor with respect to the subject matter of this Agreement, and nothing contained in this Agreement will be deemed or construed in any manner as creating any partnership, joint venture, employment, agency, fiduciary or other similar relationship.
• You may not assign your rights or obligations under this Agreement to any party.
• You understand that we may at any time, directly or indirectly, engage in similar arrangements on terms that may differ from those contained in this Agreement, or we may operate web sites that are similar to or compete with your web site.
• You have independently evaluated this Agreement and are not relying on any representation, guarantee, or statement from us or anyone else, other than as expressly set forth in this Agreement.
• THIS AGREEMENT WILL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE REPUBLIC OF INDIA.  LEGAL JURISDICTION IS UNDER THE COURSE OF LAW LOCATED WITHIN THE CITY OF COCHIN, KERALA, INDIA.
• Except as otherwise permitted by this Agreement, no amendment to this Agreement or waiver of any right or obligation created by this Agreement will be effective unless it is in writing and signed by both you and us. Our waiver of any breach or default will not constitute a waiver of any different or subsequent breach or default.
• This Agreement represents the entire agreement between us and you and supersedes all prior agreements and communications we may have had, oral or written.
• Neither party will be liable for failure to perform or delay in performing any obligation under this Agreement if such failure or delay is due to fire, flood, earthquake, strike, war (declared or undeclared), commercial impracticability, embargo, blockade, legal prohibition, governmental action, riot, insurrection, damage, destruction or any other cause beyond the reasonable control of such party.
• 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.

The headings and titles contained in this Agreement are included for convenience only, and will not limit or otherwise affect the terms of this Agreement.