1. Definitions. For the purpose of this Agreement, the following terms will have the indicated meanings: (a) “Link Participant Web Site” means the pages of the web site, hosted by Link Participant located at the URL and indicated on the signature page. (b) “GOGO Link Site” means the web site hosted by Company through which a user can search destinations and special vacation offers, contains a “Get Quote” button that a user clicks to submit the query from that window back to the “Link Participant Web Site” and a graphical element containing one or more Company trademarks, service marks and/or tradenames. (c) “Hyperlink” means the direct link from the Link Participant Web Site to the GOGO GOGO Link Site which will be enabled by clicking on the GOGO Icon located on the Link Participant Web Site. (d) “GOGO Icon” means the icon or other GOGO-approved text link provided to the Link Participant by Company for use on the Link Participant Web site. 2. Grant of License. Subject to the terms and conditions of this Agreement, Company grants Link Participant a limited, revocable, non-exclusive, non-assignable, non-transferable, non sub-licensable, license to access and display the GOGO Link Site in connection with the Link Participant Web Site, solely in connection with the exercise of Link Participant’s rights under this Agreement. Link Participant may not modify, create derivatives of, copy, distribute, broadcast, transmit, reproduce, publish, sublicense, transfer, sell, mirror, “deep link” or otherwise use any information or material obtained from or through the GOGO Link Site. Subject to the terms of this Agreement, Company hereby grants to Link Participant, and Link Participant hereby accepts from Company, a limited, non-exclusive, right and license to display GOGO Icon on the Link Participant Web Site. 3. Payment. Each Party shall be responsible for its own costs in connection with this agreement. 4. Intellectual Property Rights. All material contained on the GOGO Link Site, unless otherwise indicated, is protected by law including, but not limited to, copyright and trademark law, as well as other state, national, and international laws and regulations. Link Participant acknowledges that all right, title and interest in and to the GOGO Link Site and any and all intellectual property rights associated therewith are exclusively owned by Company. Link Participant agrees that its use of the GOGO Link Site and Trademark inures to the benefit of Company and that all goodwill or reputation in the GOGO Link Site and Trademark shall automatically vest in Company when the GOGO Link Site and Trademark are used by Link Participant pursuant to this Agreement. Link Participant will not contest the validity of any Trademark or Company's exclusive ownership of it. During the term of this Agreement, Link Participant shall not adopt, use, or register, or apply for registration of, whether as a corporate name, domain name, trademark, service mark or other indication of origin, the Trademark, or any word or mark confusingly similar to it in any jurisdiction. 5. Obligations. Link Participant is solely responsible for the development, operation and maintenance of the Link Participant Web Site and for all materials and content that appear on the Link Participant Web Site. Link Participant is responsible for all communications between its customers and its agents. Link Participant shall offer use of the GOGO Link Site only to consumers and not resellers or any other corporate entity. Link Participant shall not alter the presentation, nature and/or value of the products offered by Company through the GOGO Link Site without the prior written approval of Company. Link Participant shall not sub-distribute products offered by Company or offer commissions on Company’s products to retail entities. Link Participant shall use the GOGO Icon to access the GOGO Link Site, which may be updated by GOGO from time to time. Link Participant is responsible for maintaining the Hyperlink from the Link Participant Web Site to the GOGO Link Site. Link Participant Site must display the approved GOGO Icon or other approved text link to enable their customers to access the GOGO Link Site. Link Participant shall provide Company an electronic mail address to use in connection with receiving information from the GOGO Link Site. 6. Commissions. Commissions for sales made as a result of an inquiry generated through the Search Engine and the “Get Quote” button back to the Link Participant will remain at Company’s then current, prevailing commission policies or any previously agreed upon commission rates. Company’s standard commission exception policies will remain in effect. 7. DISCLAIMERS. Link Participant assumes the sole risk of making use of and/or relying on the information or services made available by company. Company makes no representations about the suitability, completeness, timeliness, reliability, or accuracy of the information or services described or provided by the GOGO Link Site for any purpose. Company does not warrant that the GOGO Link Site will meet all of Link Participant's requirements or that performance of the GOGO Link Site will be uninterrupted or error-free including any errors or omissions in the results obtained through use of the GOGO Link Site. All such information or services are provided “as is” without warranty of any kind, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title, and noninfringement. Company may make modifications and/or changes to the GOGO Link Site at any time, for any reason. In no event shall company be liable for any direct, indirect, punitive, incidental, special, or consequential damages arising out of or in any way connected with the use of the GOGO Link Site or with the delay or inability to use the GOGO Link Site, or for any information or services offered or available (or not available) through the GOGO Link Site, or otherwise arising out of the utilization of the GOGO Link Site, whether based in contract, tort, strict liability, or otherwise, even if company has been advised of the possibility of damages. Because some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply. In the event that the foregoing limitations are not enforceable, company’s liability incurred in connection with this agreement shall not exceed the amount of payments received by Company from Link Participant. 8. Link Participant Warranties. Link Participant represents and warrants that: (i) Link Participant has full power and authority to enter into this Agreement, (ii) the content on the Link Participant Web Site, and/or the technology used by Link Participant in connection with the Link Participant Web Site do not infringe or violate any copyright, patent, trade secret, trademark or other similar intellectual property right, or otherwise violate or breach any duty toward, or rights of any person or entity, including without limitation, rights of privacy and publicity, (iii) Link Participant is either an IATA or CLIA approved travel agent, and (iv) Link Participant operates in full compliance with all applicable laws and regulations. 9. Indemnification. Link Participant shall defend, hold harmless and indemnify Company for any damages awarded pursuant to any third party claim brought against Company and its affiliates and all of their directors, officers, employees, secondees, legal representatives, contractors, and agents (collectively “Indemnified Parties”), which would constitute a breach of any warranty, representation or covenant made by Link Participant under this Agreement; provided that the Indemnified Parties promptly notifies Link Participant in writing of any such claim and promptly tenders the control of the defense and settlement of any such claim to Link Participant at Link Participant’s expense and with Link Participant’s choice of counsel. The Indemnified Parties shall cooperate with Link Participant, at Link Participant’s expense, in defending or settling such claim. Link Participant will not enter into any settlement or compromise of any such claim without the Indemnified Parties’ prior consent, which shall not be unreasonably withheld. 10. Governing Law. This Agreement has been made in and will be construed and enforced in accordance with New Jersey law, as applied to agreements entered into and completely performed in New Jersey. Any action to enforce this Agreement will be brought in the courts of New Jersey, and all parties to this Agreement expressly agree to be subject to the jurisdiction of such courts. The GOGO Link Site is controlled and operated by Company from Company’s offices within Ramsey, New Jersey. 11. Term and Termination. This Agreement shall become effective upon Company’s acceptance of your application and shall remain in effect for a period of one (1) year. This Agreement will automatically renew for additional one (1) year periods unless either party provides the other party of its intent not to renew the Agreement at least sixty (60) days prior to the expiration of the previous term. Notwithstanding the foregoing, Company reserves the right for any reason to terminate this Agreement with written notice from Company to Link Participant. Upon termination, Link Participant shall immediately disable the Hyperlink to the GOGO Link Site and remove the GOGO Icon from the Link Participant Web Site. If Company chooses to terminate Link Participant for a material breach, it shall provide written notice to Link Participant stating the basis for such termination and provide Link Participant five (5) days to cure Link Participant’s breach of this Agreement. If Link Participant fails to cure such a breach within five (5) days, Company may terminate this Agreement immediately without further notice. In the event of any termination or expiration of this Agreement for any reason, Sections 4, 6, 7, 8, 9, 10 and 11 shall survive termination. 12. Waiver. Failure to insist on strict performance of any of the terms and conditions of this Agreement will not operate as a waiver of any subsequent default or failure of performance. No waiver by Company of any right under these terms and conditions will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time. 13. Severability. If any part of these terms and conditions is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and the liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most clearly matches the intent of the original provision and the remainder of these terms and conditions shall continue in effect. 14. Relationship Between the Parties. No joint venture, partnership, employment, franchise, or agency relationship exists between Link Participant and Company as a result of this Agreement or Link Participant’s utilization of the GOGO Link Site.. 15. Entire Agreement. This Agreement represents the entire agreement between Link Participant and Company with respect the use of the GOGO Link Site. Any rights not expressly granted herein are reserved. 16. Assignment. Link Participant may not assign its rights or delegate its obligations under this Agreement without Company's prior written consent. 17. Notices. Any notice or other communication hereunder shall be in writing and shall be deemed given and effective (i) when delivered personally, or by overnight express, or (ii) five (5) business days after the postmark date if mailed by certified or registered mail, postage prepaid, return receipt requested, addressed to a party as follows, or to such other address as such party may designate by written notice to the other party in accordance with the provisions of this Section. If to Company, the notice shall be addressed to: GOGO WORLDWIDE VACATIONS 69 Spring Street, Ramsey, NJ 07446 Attention: Sales Department