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Thank you for your interest in Expedia’s Travel Agencies Affiliate Program.

Welcome to the Expedia, Inc. Travel Agencies Affiliate program (“Program”). This Program enables Australian travel agencies to

access www.expedia.com.au and the travel services provided by Expedia, Inc.
make bookings on behalf of their customers and earn marketing fees from Expedia Inc.

Please read carefully the terms and conditions set out below. By ticking below you agree to the terms and conditions set out in the Expedia Agreement

The travel agency which you represent is confirming its acceptance to be bound by the terms and conditions of the Agreement for its participation in the Program which participation is at all times subject to this Agreement.

The Agreement is made and entered into as of the date on which Expedia issues you with an Affiliate Tracking Code in accordance with the Agreement (as described below)(the “Effective Date”) by and between Expedia, Inc., a Washington corporation located at 333 108th Ave NE, Bellevue, WA 98004, United States of America (“Expedia”), and the travel agency which you represent, the details of which you have provided to Expedia through this website by completing the application form on this page(“Affiliate”).
This Agreement can be accessed at this Link and the Affiliate is recommended to print off and keep a copy for its records.

TRAVEL AGENCY MEMBERSHIP FORM

Fields with * are mandatory.

*Agency Trade name

* Company Name

Registered Company Number ABN/ACN

* Manager/Owner

Secondary Contact (If Required)

* Address

* Town/city

*Label State

* Postcode

Country

IATA

* Telephone number
(including area code)

Fax
(including area code)

* E-mail address

Internet address

Promo Code

Bank details for payment transfer

* Bank name

* SWIFT code

* Bank Address

* Account number

* BSB code

Terms and Conditions


EXPEDIA TRAVEL AGENCY AFFILIATION AGREEMENT Welcome to the Expedia, Inc. Travel Agencies Affiliate program (“Program”). This Program enables Australian travel agencies to: • access www.expedia.com.au (“Website”), a website operated by Expedia, Inc. a Washington corporation located at 333 108th Ave NE, Bellevue, WA 98004, United States of America (“Expedia”), and the travel services available on the Website; • market the Website to their customers; • make bookings on behalf of those customers; and • earn marketing fees from Expedia, in accordance with the terms and conditions set out below including, without limitation: • Part 1 - Terms for Expedia Travel Agency Program Affiliates; • Part 2 - Fees and Payment Terms for Expedia Travel Agency Program Affiliates; and • Part 3 - Guidelines for Expedia Travel Agency Program Affiliates, and any notices or other conditions referred to in this document (collectively, the “Agreement”). In this Agreement, the terms "you" and “Affiliate” refer to any travel agent and/or any representative of a travel agent accessing this Website and/or applying for participation in the Program, and any participant in the Program. Please read the Agreement carefully. By ticking the box below you represent to Expedia that: • you have read this Agreement and understand the terms and conditions set out in this Agreement; • you and the Affiliate agree to be bound by this Agreement without modification in relation to the AU Travel Agent’s participation in the Program; and • you have the power, capacity and authority to enter into this Agreement and to bind the Affiliate. The information contained in this Agreement and on the Website relating to the Program constitutes an invitation to treat by Expedia and is not capable of acceptance by the Affiliate. By ticking the box below you shall be deemed to have made an offer to participate in the Program subject to this Agreement. The Agreement is made and entered into as of the date on which Expedia issues you with an Affiliate Tracking Code in accordance with the Agreement (as described below)(the “Effective Date”) by and between Expedia, and the travel agency which you represent, the details of which you have provided to Expedia through this Website by completing the application form on this page (“Affiliate”), and continues in full force and effect unless and until terminated in accordance with this Agreement (“Term”). You hereby agree to waive any rights to challenge the validity or enforceability of the contracts entered into on the Website on the grounds that it was made in electronic form instead of by paper and/or signed or sealed. This Agreement can be downloaded or accessed at http://www.expediaaccess.com/Agency/documents/Expedia-TA-Affiliation-Agreement-AU.pdf and the Affiliate is recommended to print off and keep a copy for its records. PART 1 - TERMS FOR EXPEDIA TRAVEL AGENCY PROGRAM AFFILIATES DEFINITIONS “Affiliate Account(s)” means the account that is accessed by the Affiliate by using the unique log-in and password allocated by Expedia to the Affiliate and which allows the Affiliate to access the reservation system available through the Website; “Affiliate Tracking Code” means the unique Affiliate identification code beginning with “WA” attached to the Affiliate Account(s) and used by Affiliate through which Expedia will track the Transactions of the relevant Affiliate. “Booking Form” means the form to be completed by the Customer to confirm the relevant Transactions and which is in the format of the ‘Sample Booking Form’ as attached to the Guidelines or such other form as prepared by the Affiliate, provided that such form must always contain, as a minimum, the same information as set out in the Sample Booking Form; “Customer” means an individual for whom Affiliate performs a Transaction on the Website during the Term. “Customer Data” means information in respect of Customers that Affiliate provides to Expedia in connection with the provision of the customer and fulfillment services pursuant to this Agreement. “Expedia Promotional Materials” means the “Expedia”-branded promotional items or such other material as provided by Expedia to this Affiliate from time to time; “Marketing Fees” has the meaning set out in Part 2, Clause A1 of this Agreement; “Transaction(s)” means the booking of travel services on the Website on behalf of Customers by Affiliate. A. AFFILIATE OBLIGATIONS 1 Marketing. During the Term, Affiliate shall, where Affiliate deems it suitable for its in-store Customers,: (i) actively market and promote the Website and the travel products and services available on the Website to its in-store Customers; and (ii) display Expedia Promotional Materials (where provided) in order to generate the maximum number of Transactions by Customers on the Website. 2 Access to Website. Affiliate shall access and use the Website in a manner consistent with the guidelines provided by Expedia from time to time, a current version of which are contained in Part 3 - ‘Guidelines for Expedia Travel Agency Program Affiliates’ (“Guidelines”). Affiliate acknowledges and accepts that failure to comply with the Guidelines, Expedia’s specification for access to the Website, or any other direction of Expedia will result in all or some of the Marketing Fees otherwise due to Affiliate becoming non-payable, including, without limitation, where the relevant Transactions cannot be readily associated with or linked to Affiliate’s access to the Website to Expedia’s satisfaction, and Affiliate shall have no claim against Expedia for the payment of such monies. 3 Use of Affiliate Account. Affiliate shall use the Affiliate Account to access the Website and input Customer Data solely for the purposes of booking travel services on behalf of Customers. Affiliate must safeguard its account information, including the Affiliate Tracking Code, and must supervise and will be completely responsible for any use of the Affiliate Account by the Affiliate and any other person. Affiliate shall remain liable to Expedia for monies which it has failed to collect in accordance with the terms of this Agreement and Expedia’s terms and conditions of sale as available from time to time on the Website (“Terms of Use”). Affiliate shall ensure that the Customer Data and any other information submitted to the Website is complete and accurate. 4 Customer Contracts. Prior to the completion of a Transaction, Affiliate shall: (i) make clear to Customers that the applicable travel service provider provides the travel service directly to the Customer and shall not display or make any statement which expressly or by implication contradicts this proposition; (ii) make clear to the Customer that any fee charged by Affiliate for facilitating the Transaction (“Booking Fee”) is charged by and payable to Affiliate and not Expedia; (iii) communicate to Customer and obtain evidence that the Customer has read and accepts the Terms of Use, the Privacy Policy, and any other terms and conditions applicable to such Transaction (“Terms”) as set out in a Booking Form; (iv) communicate fully and accurately to the Customer the description of the travel services to which the Transaction relates as made available on the Website; (v) communicate fully and accurately to the Customer any limitations or restrictions relating to the relevant travel services including, without limitation, whether cancellations or changes are permitted and the consequences of same; (vi) ensure that Customer signs the Booking Form (vii) ensure that the Customer has sufficient funds available to cover the Transaction cost, and (viii) ensure that the tick in the pre-selected travel insurance option in the booking path has been removed so that travel insurance is not supplied to the Customer as part of the Transaction. Affiliate shall ensure the security of the signed Booking Form for at least 7 years after the date on which the Transaction is made and must provide Expedia with a copy of the same upon request. Affiliate undertakes not to make any verbal or written assurances to a Customer which are additional to or contradict the Terms, including without limitation by promising that any special requests will be met. Affiliate shall be solely responsible and liable in respect of any representations, or special request confirmed or made to the Customer without Expedia’s prior written authorisation and approval. 5 Customer Communications and Complaints. Affiliate shall within 24 hours of receipt: (i) provide to Customer, without modification or deletion, all information received from Expedia relating to a Transaction (e.g., Expedia’s booking confirmation emails and other customer support communications); and (ii) provide to Expedia without modification or deletion all communications relating to a Transaction (e.g., further booking requests and other customer service inquiries) or complaints (including any complaint to fair trading body including, without limitation, an Office of Fair Trading or the Australian Competition and Consumer Commission or any other regulatory trade body) received from Customer. In particular, Affiliate shall inform Customers of any obligation to pay cancellation or amendment charges where that Customer requests the cancellation or amendment of the Transaction. Affiliate will be solely liable for any variation between the cancellation policies provided to Affiliate by Expedia and those that are communicated by Affiliate to Customer. Affiliate shall notify Expedia within three (3) days of Affiliate’s receipt of any Customer formal complaint, claim or action regarding a Transaction. Affiliate acknowledges and agrees that Expedia shall have the right to attempt to settle any such formal complaint, claim or action directly with the Customer. If Expedia attempts such a settlement Affiliate shall provide Expedia with reasonable information and assistance, at Expedia’s expense, to help Expedia to reach settlement and Affiliate shall refrain from taking any other action in respect of the relevant formal complaint, claim or action unless required to do so by law. If Expedia is able to reach a settlement, Affiliate shall cooperate fully in finalising such settlement including, without limitation, executing any documents which Expedia reasonably deems necessary for such purpose. Affiliate acknowledges and agrees that Expedia shall have no liability to Affiliate in respect of any formal complaint, claim or action regarding a Transaction where Affiliate does not act in accordance with this Clause A5. 6 Customer Incentives. Affiliate shall not be entitled to take advantage of incentives offered by Expedia or its suppliers for the benefit of Customers (“Customer Incentives”) for the Affiliate’s own use and enjoyment. Customer Incentives include but shall not be limited to: Nectar points, frequent flyer miles or any promotional voucher or offer attached to particular bookings which may be made available in the booking path. Affiliates shall assist Customers to redeem Customer Incentives made available in relation to the relevant Transaction for use and enjoyment by the Customer as necessary. 7 Customer Care. Affiliate shall be responsible for first line Customer support in relation to Transactions and shall facilitate the provision to Customers of information available on the Website in relation to any particular Transaction. In addition, Affiliate shall facilitate the provision of customer care and support by Expedia to the Customer in relation to booking amendments or cancellations or any other Customer support function which cannot be managed via the Website. 8 Fraud. Affiliate shall be solely responsible for, and must indemnify Expedia for any loss arising from or in connection with, the fraudulent or other misuse of credit cards by means of which Transactions are completed, regardless of whether such credit cards belong to Affiliate or to the Customer, or to any other person. 9 General Prohibitions. In no event shall Affiliate, its personnel, contractors or agents (i) place or attempt to place references to Expedia or the Program on or in: publications, offline or online advertisements; unsolicited communications, including faxes, e-mails, SMS or MMS; instant messages, unless Expedia has provided its propr written consent, or (ii) cause or attempt to cause any Transactions to be made without the Customer’s full knowledge and consent. 10 Compliance with Laws. Affiliate shall comply with all applicable laws in force from time to time relevant to the performance of its obligations under this Agreement including, without limitation, any legislation relating to the licensing of travel agents. B. EXPEDIA OBLIGATIONS 1 Affiliate Application, Affiliate Account and Affiliate Tracking Code. Following application by the Affiliate to join the Program and on completion by Expedia of such preliminary business review of the Affiliate’s Program application as required by Expedia from time to time in its discretion (“Application Review”) and the satisfactory results of the Application Review, Expedia by electronic mail shall provide Affiliate with an Affiliate Account and an Affiliate Tracking Code. 2. Website Access. Expedia shall provide Affiliate with access to the Website to enable Affiliate to provide the marketing services described in Clause A1. 3 Expedia Promotional Materials. Expedia shall from time to time during the term of this Agreement, and at its sole discretion provide to Affiliate certain Expedia Promotional Materials. Expedia may introduce or withdraw Expedia Promotional Materials for use by Affiliate at any time. 4 Grant of License by Expedia. Subject to the terms and conditions of this Agreement, Expedia hereby grants to Affiliate a limited, non-exclusive, revocable license to display in-store the Expedia Promotional Materials which may be provided by Expedia to Affiliate from time to time and to reproduce the Booking Form and booking confirmation emails sent by Expedia to Affiliate for use in connection with Customers who have effected a Transaction through the Website. 5. Customer Support and Fulfilment. Expedia shall use commercially reasonable efforts to provide, or procure to be provided, customer support and fulfilment services to Affiliates and to Customers during the same hours and at the same level of service and functionality that Expedia provides, or procures to be provided, to its customers booking outside the Affiliate Program in the same geographic region. Affiliate acknowledges that Expedia reserves the right to refuse to provide customer/fulfilment services to a Customer, in its sole discretion, including, without limitation, in the event of: (i) rejection by the applicable credit card company; (ii) inability to authenticate credit card; (iii) inability to authenticate card holder; and (iv) Customer’s history with Expedia and/or Expedia, Inc. (Delaware) and any entity that is directly or indirectly controlled by Expedia, Inc. (Delaware) (”Expedia Group Member”). 6 Ownership of Customer Data. As between the parties, Customer Data shall be considered proprietary information of Expedia. All right, title and interest in the Customer Data will be owned by Expedia. C. TERM This Agreement will commence on the Effective Date and, unless terminated earlier as provided herein, shall continue from the Effective Date until either party gives notice in accordance with the provisions of Clause E. D. WEBSITE AND EXPEDIA CONTENT 1 Expedia’s ownership of Website, Expedia Marks and Expedia content. Expedia shall own all intellectual property rights (including, without limitation, all copyrights, patents, trademarks and trade secrets) in connection with and in (i) all versions of the Website and (ii) the Expedia Marks. “Expedia Marks” shall mean Expedia’s trade names, trade marks, service marks, and/or other visual representations thereof, including logos, designs, symbols, word marks, images, colors and color combinations, trade dress, characters and other publicity rights, or other indicia of ownership owned or used by Expedia. Affiliate acknowledges that the Website, Expedia content and the Expedia Marks are owned by Expedia and their use by Affiliate in connection with this Agreement inures to the benefit of Expedia and nothing herein will grant any ownership interest in the elements of the Website, Expedia content and the Expedia Marks to Affiliate. 2 Content Protection. The Expedia Website and the technology and infrastructure used to provide content to each of them are proprietary to Expedia or Expedia Group Members. Accordingly, notwithstanding anything herein to the contrary, without the express, written permission of Expedia, which may be denied or granted in its sole discretion, Affiliate will not, directly or indirectly: (a) access, search, scrape, crawl or monitor the Website or copy, extract, use, modify, or repurpose any content or information thereon (including, without limitation, price or availability information for any travel product or service), for any purpose or by any means (e.g., robot, spider, scraper or any other automated or manual means); or (b) deep-link to any portion of the Website. In addition, Affiliate will not, directly or indirectly: (i) violate the restrictions in any robot exclusion headers on the Website or bypass, circumvent, or avoid any measure employed to prevent or limit access to the Website, including the content and information thereon; or (ii) take any action that, in Expedia’s sole discretion, imposes or might impose an unreasonable or disproportionately large load on the technology or infrastructure of the Website. 3 Trademark Protection. Except for the limited license granted in Clause B4 above, Affiliate is prohibited from using or displaying (directly or indirectly), and agrees not to use, display, or reference (directly or indirectly), any URL, trade name, trademark, logo, or branding of Expedia or Expedia Group Members in any manner whatsoever (including, without limitation, in any meta-tags, search engine advertising, marketing or optimization, any other online or offline marketing or advertising, press releases, etc.) without the express, written permission of Expedia or its applicable Expedia Group Members which may be denied in the sole discretion of Expedia or such Expedia Group Members. All rights not expressly granted are reserved by Expedia or Expedia Group Members. Affiliate acknowledges and agrees that any breach of this Clause D3 will result in irreparable harm to Expedia and/or Expedia Group Members, as well as damages that are difficult or impossible to calculate. Affiliate agrees that compliance with Clause D3 may be specifically enforced in any court of competent jurisdiction, without prejudice and in addition to Expedia’s and/or Expedia Group Members’ right to seek damages or other remedies for any such breach. E. TERMINATION; TERMINATION OBLIGATIONS 1 Expedia in its sole discretion and without cause may terminate this Agreement immediately upon written notice for any reason including the outcome of the Application Review by Expedia. Affiliate may terminate this Agreement on 30 days’ written notice to Expedia. The rights and remedies provided in this Clause are not exclusive and are in addition to any other rights and remedies provided by law or this Agreement. 2 In addition to any other rights and remedies, either party may, by giving written notice to the other party, terminate this Agreement on the following grounds: (i) where either party goes into voluntary or involuntary liquidation; (ii) where either party is declared insolvent either in bankruptcy proceedings or other legal proceedings; (iii) where an agreement with creditors has been reached by either party due to its failure or inability to pay its debts as they fall due; or (iv) where a receiver, administrator, administrative receiver or other encumbrancer is appointed over the whole or part of either party's business. 3 Any notice of breach or default hereunder shall be prominently labelled “NOTICE OF DEFAULT,” and if to Expedia, shall be copied to Expedia’s legal department, attention General Counsel. 4 Upon termination or expiration of this Agreement for any reason: (i) Affiliate shall immediately cease using Affiliate Tracking Code and the Expedia Promotional Materials; and (ii) Affiliate Account shall be shut down immediately by Expedia. 5 Notwithstanding anything to the contrary in this Agreement, the following provisions shall survive termination of this Agreement: Clauses F1 to F3 and G through to M inclusive of this Part 1 of the Agreement. F. REPRESENTATIONS AND WARRANTIES 1 Each party hereby represents and warrants as follows: (i) to the extent that the party is a company, it is duly organized and validly existing under the laws of the place of its incorporation and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; (ii) it is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder; (iii) this Agreement is a legal and valid obligation binding upon it and enforceable with its terms; and (iv) the execution, delivery and performance of this Agreement by such party does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it. 2 Affiliate hereby represents and warrants as follows: (i) it is a travel agency regulated by and operated in compliance with all applicable State, Territory and/or Federal laws of Australia; (ii) it possesses all applicable licences and documentation necessary to perform travel agency services; (iii) the individual entering into this Agreement on behalf of the Affiliate has the power, capacity and authority to enter into and bind the Affiliate to observe its obligations under this Agreement and such individual on his own behalf so represents and warrants and (iv) that it is not, and any beneficial owner of it is not, incorporated in or resident of a country subject to economic or trade sanctions by the US Treasury Department’s US Treasury Office of Foreign Asset Control (“OFAC”) or listed as a “Specially Designated National,” a “Specially Designated Global Terrorist,” a “Blocked Person,” or similar restrictive designation under the OFAC sanctions regime. 3 The representations and warranties and covenants set out in this Agreement are continuous in nature and shall be deemed to have been given by each party at execution of this Agreement and at all times thereafter. G. LIMITATION OF WARRANTY. Except as expressly warranted herein, to the fullest extent permitted by law neither party makes any, and Affiliate acknowledges that Expedia has not made any, and hereby specifically disclaims any, representations or warranties, conditions or other terms express or implied, whether implied by statute, common law, custom, collaterally or otherwise regarding the Website, if any, including, but not limited to any implied warranty of satisfactory quality, merchantability or fitness for a particular purpose. H. INDEMNIFICATION. Affiliate shall, at its expense and Expedia’s request, defend any third party claim or action brought against Expedia, and Expedia Group Members and related companies, and all of their respective directors, officers, employees, licensees, agents and independent contractors: (i) arising out of or related to Affiliate’s use of the Affiliate Account; (ii) arising out of or related to the information submitted by Affiliate to the Website; (iii) arising out of or related to any breach of Clause A above; (iv) arising out of or related to any handling by Affiliate of data, records and information under Clause A above; (v) arising, directly or indirectly, from or in connection with the fraudulent use of credit cards as set out in Clause A above; (vi) arising from any claim that, if true, would constitute a breach of a Affiliate warranty, representation or covenant set forth in this Agreement; (all such claims collectively being “Affiliate Claims”) and Affiliate shall indemnify and hold Expedia and Expedia Group Members and related companies harmless from and against any costs, damages and fees reasonably incurred by Expedia and Expedia Group Members, including but not limited to fees of legal advisers (on a solicitor–client basis) and other professionals, that are attributable to such Affiliate Claims. Expedia shall have the right to approve the counsel selected by Affiliate for defence of Affiliate Claims. Expedia shall provide Affiliate reasonably prompt notice in writing of any such Affiliate Claims and provide Affiliate with reasonable information and assistance, at Affiliate’s expense, to help Affiliate to defend such Affiliate Claims. Affiliate shall not have any right, without Expedia’s written consent, to settle any such claim if such settlement arises from or is part of any criminal action, suit or proceeding or contains a stipulation to or admission or acknowledgment of, any liability or wrongdoing (whether in contract, tort or otherwise) on the part of Expedia or Expedia Group Members or otherwise requires Expedia or Expedia Group Members to take or refrain from taking any material action (such as the payment of fees). I. LIMITATION OF LIABILITY. EXCEPT FOR A PARTY’S LIABILITY FOR THIRD PARTY CLAIMS AS SPECIFIED IN CLAUSE H OR EITHER PARTY’S BREACH OF CLAUSE J OR AFFILIATE’S BREACH OF CLAUSE A4, TO THE FULLEST EXTENT PERMITTED BY LAW IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY NATURE ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING SHALL APPLY REGARDLESS OF THE NEGLIGENCE OR OTHER FAULT OF EITHER PARTY AND REGARDLESS OF WHETHER SUCH LIABILITY SOUNDS IN CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER THEORY OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL EXPEDIA AND/OR EXPEDIA GROUP MEMBERS BE LIABLE TO AFFILIATE OR ANY THIRD PARTY FOR: (I) ANY DAMAGE RESULTING FROM AN ERROR OR INTERRUPTIONS OF THE PROVISION OF THE WEBSITE; OR (II) AN AMOUNT GREATER THAN THE AGGREGATE AMOUNTS PAID BY EXPEDIA. NOTHING IN THIS AGREEMENT LIMITS EITHER PARTY’S LIABILITY FOR: (A) PERSONAL INJURY OR DEATH CAUSED BY NEGLIGENCE; OR (B) FRAUD. J. CONFIDENTIALITY; MEDIA COMMUNICATIONS, DATA PROTECTION 1 In performing their obligations under this Agreement, Expedia and Affiliate will each disclose to the other confidential and proprietary information. The parties agree that the recipient of any such confidential or proprietary information of the other party will use such confidential information solely for the purposes for which it is provided by the other party, will not disclose such confidential information to any third party, and will protect such confidential information from unauthorized use and disclosure; provided, that the foregoing obligations will not apply to any (i) information that becomes generally publicly available through no fault of the recipient, (ii) information that the recipient obtains from a third party (other than in connection with this Agreement); (iii) information that is independently developed or acquired by the recipient; (iv) disclosure with the prior written consent of the disclosing party; or (v) disclosures which are required by applicable law. Notwithstanding the foregoing, the recipient may disclose such confidential information if required by any judicial or governmental request, requirement or order; provided that the recipient will take reasonable steps to give the disclosing party sufficient prior notice in order to contest such request, requirement or order. For the purposes of this Agreement, any entity that controls, is controlled by or is under common control with a party will not be considered a third party. 2 Affiliate shall not release to the public any press release or other communication to the press and/or public regarding this Agreement without Expedia’s prior written consent. 3 The parties agree that Expedia and/or each Expedia Group Member shall process any and all personal information that it receives and processes pursuant to this Agreement only for the purposes of performing this Agreement, in connection with fulfilling any of its regulatory responsibilities, and as otherwise set out in the Privacy Policy set out on the Website. Affiliate shall ensure that it has obtained the relevant consents and permissions from Customers and their travelling companions in order to allow Expedia and/or the relevant Expedia Group Member to process such person’s personal data in accordance with this Clause. Affiliate shall at all times act in accordance with applicable law in respect of such personal information including, without limitation, the Privacy Act 1988 (Cth). Each party shall implement appropriate technical and organizational security measures to protect personal information against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access. Such measures will be no less stringent as a party generally applies to its own data of similar nature. K. GENERAL 1 Governing Law; Venue; Legal Fees. This Agreement shall be construed and controlled by the laws of the State of Washington, United States, and each party further consents to the exclusive jurisdiction and venue of courts in King County, Washington, United States. Process may be served on either party by first class mail, postage prepaid, or by hand. 2 Force Majeure. If the performance of this Agreement or any obligation hereunder is prevented, restricted or interfered with by any act or condition whatsoever beyond the reasonable control of the affected party, the party so affected, upon giving prompt notice to the other party, shall be excused from such performance, except for the making of payments hereunder, to the extent of such prevention, restriction or interference. 3 Effect of Economic Conditions. In the event Expedia deems, in Expedia’s sole discretion, that military or terrorist action or extraordinary political, economic, or other conditions or occurrences beyond Expedia’s control significantly impact the travel business, Expedia’s businesses, access or navigation to Expedia from Affiliate’s website(s), Expedia may, at any time, suspend performance (in part or whole) of any or all of the terms and conditions of this Agreement, suspend payment due hereunder (in part or whole) or terminate the Agreement (in part or whole), at Expedia’s sole discretion. Expedia shall provide Affiliate with written notice five (5) days prior to the effective date of such suspension or termination. 4 Notices; Requests. Subject to Part 2 and Clause A3 above, all notices and requests in connection with this Agreement may be sent by electronic mail. Correctly addressed notices sent by electronic mail shall be deemed to have been received instantaneously on transmission. Notices and requests shall be addressed to Affiliate as per the electronic mail address details submitted when applying for access to the Program and to Expedia as follows: expedia-au@expedia.com or to such other address as Expedia designates by written notice to Affiliate. The parties acknowledge and agree that Expedia may archive an electronic copy of the fully executed Agreement, and further agree that any request made to Expedia for a copy of this Agreement may be fulfilled in electronic form. 5 Assignment. Neither party may assign, transfer, subcontract, novate or create a trust in respect of this Agreement, or any portion thereof, to any third party unless the other party expressly consents to such assignment in writing; provided, however, that Expedia may assign its rights and/or novate obligations under this Agreement to an Expedia Group Member without obtaining further consent from Affiliate. Any attempted assignment, transfer, etc. in violation of this Clause K5 shall be null and void. For the purposes of this Agreement, a merger, consolidation, or other corporate reorganization, or a transfer or sale of a controlling interest in a party’s stock, or of all or substantially all of its assets shall not be deemed to be an assignment. However, in the event that Affiliate becomes acquired by or falls under the control of any person reasonably considered by Expedia to be a competitor, then Expedia shall be entitled to terminate this Agreement immediately on written notice. Subject to the limitations set forth herein, this Agreement will inure to the benefit of and be binding upon the parties, their successors, administrators, heirs, and permitted assigns. 6 Severability. In the event that any provision of this Agreement is found invalid or unenforceable pursuant to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms. The parties intend that the provisions of this Agreement be enforced to the fullest extent permitted by applicable law. Accordingly, the parties agree that if any provisions are deemed not enforceable, they shall enter into good faith discussions on the modifications which might be necessary to make them enforceable. 7 Entire Agreement; Modification; No Offer. The parties agree that this Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, merges all prior and contemporaneous communications and supersedes and extinguishes any prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature, whether in writing (electronic or other medium) or oral, relating to such subject matter save for fraudulent misrepresentations. Save as permitted under Part 2, Clause A3, it shall not be modified except by a written agreement dated subsequent hereto signed on behalf of Affiliate and Expedia by their duly authorized representatives. Neither this Agreement nor any written or oral statements related hereto constitute an offer, and this Agreement shall not be legally binding until accepted by Expedia. Nothing in this Clause K7 shall limit liability for fraud. 8 Relationship of the Parties; Independent Contractors. Each party is an independent contractor, and nothing contained in this Agreement shall be construed to create or imply a joint venture, mandate, partnership, principal-agent or employment relationship between the parties. No party shall take any action or permit any action to be taken on its behalf which purports to be done in the name of or on behalf of the other and neither shall have any power or authority to bind the other or to assume or create any obligation or responsibility express or implied on the other’s behalf or in its name, nor shall either represent to any one that it has such power or authority.. PART 2 - FEES AND PAYMENT TERMS FOR EXPEDIA TRAVEL AGENCY PROGRAM AFFILIATES. A. FEE STRUCTURE. 1 Marketing Fees. In consideration for the marketing services provided by Affiliate in accordance with this Agreement, and subject to Clause A2 below, Expedia shall pay Affiliate Marketing Fees on Transactions which are completed, stayed or consumed by the Customer (“Consumed Transactions”) during the Term on either a flat fee or percentage of Gross Transaction Value (as defined below) basis for each type of Consumed Transaction as set out below (the “Marketing Fees”). For the purpose of this Agreement, “Gross Transaction Value” or “GTV” means, for each Consumed Transaction, the total price (including taxes and fees) actually paid by Customers to Expedia or an Expedia Group Member on whose behalf Affiliate has directly effectuated the Transaction with Expedia and that Transaction is deemed to be a Consumed Transaction by Expedia. For the avoidance of doubt, Marketing Fees will only be paid on Consumed Transactions. 1.1 Expedia Special Rate Hotel. Expedia will pay Affiliate ten percent (10%) of the GTV. 1.2 Other Hotel. Expedia will pay Affiliate $5.00 (five dollars) per Consumed Transaction. 1.3 Car. Expedia will pay Affiliate six percent ( 6% of the GTV. 1.4 Destination Services. Expedia will pay Affiliate ten percent (10%) of the GTV. 1.5 Air. Expedia will pay Affiliate one percent (1%) of the GTV. 1.6 Packages. Expedia will pay Affiliate five percent 5% of GTV for packages which comply with the following conditions. For the purpose of defining Marketing Fees only, a Package shall comprise any booking of hotel plus car, hotel plus flight or flight plus car in the same Transaction. A minimum of 3 Nights hotel or 3 days car hire must be included in the package for the package to comply. If less then 3 nights hotel or 3 days car hire are booked, Marketing Fees will be paid on the basis of the bookings being paid independently. For example, if a package includes flight and one, 1 nights hotel, 1% Marketing Fee will apply to the Flight component and 10% will be applied to the hotel component. If a package includes flight and three, 3or more nights hotel, 5% will be applied to the combined total of the GTV. 2 Marketing Fee Conditions. Affiliate acknowledges and accepts that the following terms shall apply to the calculation of Marketing Fees. 2.1 Marketing Fees for a Consumed Transaction shall be payable to Affiliate only where Affiliate effects a Transaction on behalf of a Customer and that Transaction is deemed by Expedia to be a Consumed Transaction; 2.2 Marketing Fees shall not be due to Affiliate for Transactions where the Affiliate has failed or refused to enter the correct Affiliate Tracking Code; 2.3 Marketing Fees shall only be paid in relation to Consumer Transactions that were booked through the Website. For the avoidance of doubt, the marketing Fee shall not be payable by Expedia in relation to any bookings made or transactions effect through any other “Expedia” branded website; 2.4 Marketing Fees shall not be paid on cancelled, or no-stay Transactions; 2.5 Marketing Fees shall be subject to taxation in accordance with this Part 2; 2.6 Marketing Fees shall not be paid on any Transactions for Expedia Special Rate Hotels or Other Hotels where the accommodation provider operates under the ‘Disney’ brand or such other brands as Expedia shall notify Affiliate in writing from time to time, such notice being provided in accordance with the notice procedure set out in Clause A3 during the term of this Agreement; 2.7 the first $100 (One Hundred) of Marketing Fees which would otherwise be due to Affiliate shall be retained by Expedia by way of a one off payment to Expedia of a membership fee for participation in the Program; and 2.8 Affiliate must cooperate fully, and provide Expedia with all reasonable assistance as requested by Expedia, in connection with any investigation by Expedia into suspected Transaction fraud. 3 Variation of Marketing Fee Rates. Affiliate acknowledges and agrees that Expedia may, from time to time in its sole discretion and without requiring the further consent of Affiliate, vary the Marketing Fees set out in Clause A1. If Expedia makes such a variation it shall notify Affiliate of its decision in writing (which notification may be by email or by a notice displayed on the Website). If Expedia makes such a notification, the new rates of Marketing Fees shall apply from the first day of the next calendar month following the month in which any such notification is made by Expedia. 4 Expedia Special Rate Products. The Parties anticipate, and shall use all reasonable endeavours to secure, that Expedia and/or an Expedia Group Member shall be treated as the supplier to the customer of Expedia Special Rate Hotels or Car for GST purposes. Affiliate shall not do any act or omit to take any action which may reasonably be expected to lead to any tax authority adopting the view that Affiliate is the supplier to Customer of the following travel products and services: Expedia Special Rate Hotels or Car (collectively the “Expedia Special Rate Products”). In particular, Affiliate shall not account to any tax authority for GST on the basis that it is the supplier to the customer of Expedia Special Rate Products and Affiliate further agrees that any payments which it collects in relation to Expedia Special Rate Products are collected on behalf of Expedia and/or an Expedia Group Member and it shall account in its records for such payments as such. Affiliate shall not issue invoices which expressly or implicitly state that Affiliate is making a supply of any Expedia product, whether on a standalone basis or as part of a package, to the Customer. B. PAYMENTS. 1 Timing of Payment. During the Term, within thirty (30) days after the end of each calendar month during which Affiliate facilitated any Transactions or realized Consumed Transactions, Expedia or its reporting agent shall furnish Affiliate with a statement of: (i) any amount due to Affiliate by way of Marketing Fees in relation to Consumed Transactions; (ii) the GTV of Transactions facilitated in the prior calendar month which are not considered to be Consumed Transactions; and (iii) the stay date for Transactions facilitated which have not yet been consumed. For the avoidance of doubt, Marketing Fees shall only be paid on Consumed Transactions. Save as provided in this Clause B1, Expedia or its reporting agent shall remit all Marketing Fees payments owed to Affiliate by means of electronic transfer to Affiliate’s bank account as submitted when applying for access to the Program or as otherwise indicated from time to time, in writing by Affiliate. Whilst Marketing Fees will continue to accrue, Expedia will not remit payment in any calendar month unless the amount of Marketing Fees accrued is at least [$100.00 (one hundred dollars)], provided that in the calendar month ending on the last day of December Expedia shall remit payment of all Marketing Fees then accrued during the year regardless of amount. Expedia may withhold Marketing Fees due to Affiliate under the Agreement and credit such amounts payable towards offsetting or recouping any amounts owed by Affiliate as a result of the payment in error by Expedia of Marketing Fees on prior Transactions which are subject to Clause B 2. 2 Invalid Transactions. Expedia shall be entitled to immediate annulment and (where applicable) repayment of Marketing Fees relating to “Invalid Transactions.” An Invalid Transaction shall be a Transaction which in whole or in part: (i) is cancelled; (ii) is, in Expedia’s reasonable opinion, fraudulent; (iii) results in a chargeback for any reason (including, without limitation, fraud, duplicated or other errors in payment processing or a credit not processed); or (iv) relates to any conduct of Affiliate which breaches this Agreement. C. TAXATION LIABILITY. Notwithstanding any other provision to the contrary herein, Affiliate shall be responsible for any and all taxes, duties and impositions imposed on Affiliate resulting from this Agreement, including interest and penalties thereon and additions thereto. D. GST 1 It is the current understanding of the parties that the Marketing Fees are not subject to GST in Australia. 2 For the avoidance of doubt, all sums payable or deemed to be payable to Affiliate by Expedia or an Expedia Group Member under thisAgreement shall be deemed to be inclusive of any applicable GST chargeable on the supply or supplies for which such sums are the consideration for GST purposes.3 In this Agreement “GST” means the goods and services tax imposed in accordance with the A New Tax System (Goods and Services Tax) Act 1999 (Cth). E. WITHHOLDING TAXES. Affiliate shall deliver to Expedia, prior to receipt of any payments hereunder, a duly completed and signed copy of Form W-8BEN, a copy of which is contained in Appendix I, or other appropriate documentary evidence satisfactory to Expedia, to establish that Affiliate is not subject to United States income tax withholding. Affiliate shall promptly notify Expedia of any change in circumstances which would cause Affiliate to be subject to United States income tax withholding.. Such form shall be kept on file at Expedia. Affiliate shall provide Expedia with an updated version of Form W-8BEN or other appropriate documentary evidence satisfactory to Expedia every three years and shall promptly notify Expedia of any circumstance that impacts the validity of the information previously provided. If Affiliate does not comply with its obligations under this Clause E, Expedia shall be entitled to deduct and withhold on any payment to the Affiliate in order to comply with its obligations under to U.S. tax laws. All amounts withheld by Expedia pursuant to this Clause E shall be treated as paid to the Affiliate for purposes of Clause CA TAAP Agreement Rev January 2010 11 A1 of Part Two of this Agreement. PART 3 - GUIDELINES FOR EXPEDIA TRAVEL AGENCY PROGRAM AFFILIATES Under the Program, Affiliate acts as a service provider to Expedia in return for a Marketing Fee commission. In order to participate in the Program, Affiliate must adhere to these Guidelines and any other direction issued by Expedia from time to time: 1. Affiliate and its employees must not represent itself as acting as an agent for or on behalf of Expedia or any Expedia Group Member. 2. Affiliate must not create or use any advertising or other promotional materials in relation to the Program, except those provided, or expressly approved in writing, by Expedia or an Expedia Group Member. 3. Affiliate must not act in such a way which states or implies that Affiliate is the entity providing Expedia Special Rate Products to Customers, including but not limited to: a. Invoicing: Affiliate must not issue invoices or other documents to the Customer in relation to Expedia Special Rate Products which state or imply that Affiliate is the seller of the product to the Customer; b. Taking payment: where the Customer pays Affiliate for the Expedia Special Rate Products (rather than paying directly by credit card through the Website), Affiliate must notify the Customer that Affiliate is taking that payment on behalf of Travelscape LLC and not on Affiliate’s own behalf. Where possible Affiliate should state this on any receipt Affiliate provides to the Customer in relation to their payment for an Expedia Special Rate Product; c. Accounting for payment: where the Customer pays Affiliate for Expedia Special Rate Products rather than paying directly by credit card through the Website, the accounting treatment of the payments received by Affiliate from the Customer must reflect the fact that the payments are not income of Affiliate’s travel agency or Affiliate itself; d. Affiliate must not account for GST to the tax authorities on any amounts Affiliate receives from Customers as payment for Expedia Special Rate Products; and e. Affiliate must advise Customers that they are contracting with Travelscape LLC or the underlying service providers when entering into transactions on the Website through Affiliate. 4. If Affiliate opts to collect a Booking Fee from Customers, Affiliate must make clear to the Customer that the Booking Fee is: a. distinct from the cost of travel products and services booked on www.expedia.com.au; and b. payable to Affiliate and not to Expedia. 5. Affiliate shall notify Expedia of all Customer complaints relating to the GST treatment of Expedia Special Rate Products, and must not attempt to deal with such complaints itself. 6. Affiliate must notify Expedia of any enquiries from the tax authorities or other government agencies about the Offline Travel Agency Affiliate Program or the Expedia Special Rate Products or any other travel products or services on which Marketing Fees are paid under the Program, and Affiliate must provide Expedia with the opportunity to review/contribute to any response Affiliate make to such enquiries. 7. Affiliate must not say anything harmful, and must not do anything or omit to do anything which, in Expedia’s reasonable opinion, may adversely affect Expedia’s brand or the reputation of Expedia or Expedia’s good will. 8. Affiliate must not misrepresent any of the terms of the contract relevant to services being provided by Expedia including product descriptions. 9. Affiliate must provide Customers with the relevant Terms of Use in relation to the relevant product prior to concluding the contract with the Customer and therefore prior to receiving the payment from the Customer. Affiliate may do this by providing the Customer with a copy of the relevant Terms of Use printed directly from the Website, or by incorporating the exact wording of the relevant Terms of Use into Affiliate’s own materials which Affiliate provides to the Customer. 10. Affiliate must provide to the Customer any other information required by law or industry regulation prior to the Customer concluding the contract. 11. Affiliate must not discriminate against Expedia as against other or travel providers. 12. Affiliates must always opt-out of the travel insurance provided with bookings. 13. Affiliates shall not take advantage of Customer Incentives which may be offered on the Website or other websites made available by Expedia and/or Expedia Group Members for their own use and enjoyment. Where Customer Incentives are made available in relation to a particular Transaction, Affiliate shall notify the Customer that this Customer Incentive is available and assist the Customer in taking advantage of the Customer Incentive should the Customer desire to do so. SAMPLE BOOKING FORM ITINERARY NUMBER: Name of Customer: Customer address and telephone number: Details of party travelling with Customer (number, names): Booking Fee charged by [name of Agency]: [ $ amount] Cancellation policy relating to travel booked: I, [print Customer name], have read, understand and agree to the:  Expedia Booking Terms and Conditions;  Cancellation Policy and  Privacy Policy, which apply to the travel I have booked using www.expedia.com.au. Signature of Customer Date of booking APPENDIX I Form W-8BEN Substitute Form W-8BEN Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding Purpose: US companies are generally required to withhold tax at 30% on payments made to non-US vendors. An exception applies in the case of payments made to non-US vendors for services performed outside the US so long as the vendor does not have a US trade or business or an otherwise taxable US presence connected with the underlying payment. Please use this Form to certify that no US withholding taxes are required on the payments you received from Expedia, Inc. or its affiliates (“Expedia”). Note that this Form is NOT filed with the Internal Revenue Service. It is for Expedia’s internal records only. Do not use this form if you are: ● A foreign partnership, a foreign simple trust, or a foreign grantor trust ● A foreign government, international organization, foreign central bank of issue, foreign tax-exempt organization, foreign private foundation, or government of a U.S. possession that received effectively connected income or that is claiming the applicability of section(s) 115(2), 501(c), 892, 895, or 1443(b) (see instructions ● A person acting as an intermediary ● A person claiming that income is effectively connected with the conduct of a trade or business in the United States Name of individual or organization Country of incorporation or organization Type of beneficial owner: Individual Corporation Other Permanent residence address (street, apt. or suite no., or rural route) City or town, state or province. Include postal code where appropriate. Country (do not abbreviate) Under penalties of perjury, I declare that I have examined the information on this form and to the best of my knowledge and belief it is true, correct, and complete. I further certify under penalties of perjury that: 1 I am the beneficial owner (or am authorized to sign for the beneficial owner) of all the income to which this form relates, 2 The beneficial owner is not a U.S. person, 3 The income to which this form relates is (a) not effectively connected with the conduct of a trade or business in the United States, (b) effectively connected but is not subject to tax under an income tax treaty, or (c) the partner’s share of a partnership’s effectively connected income, and 4 For broker transactions or barter exchanges, the beneficial owner is an exempt foreign person as defined in the instructions. Furthermore, I authorize this form to be provided to any withholding agent that has control, receipt, or custody of the income of which I am the beneficial owner or any withholding agent that can disburse or make payments of the income of which I am the beneficial owner. Name Signature (name) Title/Position (if applicable) (acting in the capacity as) Date CA TAAP Agreement Rev January 2010 17

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