AFFILIATE AGREEMENT

NOTICE: This Agreement was last updated on August 6, 2004.

This agreement ("Agreement") contains the complete terms and conditions for Affiliate's (as defined below) participation in the Intercontinental Hotels Group Inc. ("IHG") affiliate program ("Program"), and the establishment of links from Affiliate's Web site(s) to IHG's Web site (as defined below). As used in this Agreement, "Affiliate" means the applicant seeking to participate as an affiliate in the Program.

THIS IS A BINDING AND ENFORCEABLE AGREEMENT BETWEEN AFFILIATE AND IHG. BY CLICKING ON THE "APPLY" BUTTON ON THE APPLICATION, AFFILIATE AGREES THAT AFFILIATE IS AFFIRMATIVELY STATING THAT AFFILIATE HAS CAREFULLY READ AND UNDERSTANDS THE TERMS SET FORTH IN THIS AGREEMENT AND AFFILIATE AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

PREAMBLE

1 Definitions: As used herein, terms with their initial letters capitalized (or otherwise defined) shall have the meanings ascribed to them in this Section 1 or otherwise in the Agreement.

1. "Accommodation Transaction" means the Commencement Date of a stay in one or more rooms or suites in a single IHG Hotel for an uninterrupted stay of any duration or any accommodations available for reservation or purchase on an IHG Site for an uninterrupted stay of any duration, and where such reservation or purchase is completed by a User who has linked directly to an IHG Site from Affiliate's Site via one of the Links with the purpose of shopping or buying travel during a single browser session.
   
   
2. "Affiliate's Site" means one or more of Affiliate's web sites approved by IHG, and any successor web site to those sites approved by IHG, once Affiliate has been accepted into the Program.
   
   
3. "Banner Advertisements" means those certain rotating or permanent banner advertisements created and provided by IHG to Affiliate containing a linking URL that are located on Affiliate's Site, which permits Users to navigate directly to a certain page. Affiliate agrees not to revise, change or modify any Banner Advertisement provided by IHG to Affiliate for placement on Affiliate's Site.
   
   
4. "Click-Through" means each instance in which a User navigates to and loads all or part of a page on an IHG Site.
   
   
5. "Commencement Date" means the date upon which the accommodation stay commences.
   
   
6. "Commissionable Rates" means room sales pursuant to this Agreement on which IHG shall pay a commission to Provider. In some instances, commissions will not be paid on rooms offered as special or discounted promotions by IHG.
   
   
7. "Content Restrictions" means images or content that is in any way unlawful, harmful, threatening, defamatory, obscene, harassing or racially, ethically or otherwise objectionable such as sites that depict sexually explicit images; promote violence, illegal activities, or unlawful discrimination of any kind; promote or incorporate any materials that violates, assists or encourages others to violate any rights of others.
   
   
8. "Link" means either, (i) one or more hyperlinks located on the applicable areas of Affiliate's Site, (ii) any "keywords", such as "Travel", "Hotel", etc. that invokes Affiliate's software program on Affiliate's Site and returns an IHG Icon.
   
   
9. "Look and Feel" means the distinctive and particular elements of graphics, design, organization, presentation, layout, user interface, navigation, trade dress, colors and stylistic convention (including the digital implementations thereof) within a World Wide Web site, and the total appearance and impression substantially formed by the combination, coordination and interaction of such elements, and any derivative works.
   
   
10. "Net Revenue" means the net revenue IHG receives as a direct result of Users effectuating Accommodation Transactions on IHG Sites, excluding: (i) amounts IHG collects for sales taxes, duties, handling, and similar charges, (ii) .05% of the total amount of each transaction for amounts due to suppliers due to credit card fraud and bad debt, and (iii) .25% of the total amount of each transaction for credits due to suppliers for cancellations or returns.
    
    
11. "Predatory Advertising Method" means an advertising method that creates or overlays links or banners on web sites, spawns browser windows, or utilizes any other method to generate traffic from a web site without that web site owner's express knowledge, permission, or participation.
    
    
12. "IHG Hotel" means a hotel owned, operated, or franchised by IHG or any corporate affiliate, subsidiary, or parent corporation thereof.
    
    
13. "IHG Icons" means any graphical or text link approved by IHG, including, without limitation, Banner Advertisements and persistent hyperlinks in the form of an IHG logo or IHG storefront booking form, that is located on Affiliate's Site through which Users may directly Link to a location on an IHG Site.
    
    
14. "IHG Linking Guidelines" means Affiliate agrees not to revise, change or modify any hyperlinks, text links, or Banner Advertisement provided by IHG to Affiliate for placement on Affiliate's Site. Affiliate shall not alter the links in any way. Affiliate alteration of link code could result in tracking failure and no payment to Affiliate.
    
    
15. "IHG Site" means any web site operated by IHG that enables individual end users to shop for, reserve, book and pay for accommodations via a personal computer (or other interactive device) connected to the Internet or any other network.
    
    
16. "User" means individuals or entities that access an IHG Site directly from Affiliate's Site. For purposes of clarification, the meaning of "User" shall not include any software program or routine that generates a Click-Through with no individual person actually present, such as shopping bots or other computer programming routines that are intended to scrape, mine, surreptitiously intercept or expropriate any information for the purpose of comparison shopping.

2 Affiliate Obligations

To begin the enrollment process, Affiliate shall submit a completed program application ("Program Application"), which can be found at www.affiliates.ichotelsgroup.com or on a third-party reporting agent's Web site. IHG will evaluate Affiliate's Program Application and will notify Affiliate of Affiliate's acceptance or rejection in a timely manner. IHG may reject Affiliate's Program Application if IHG determines, in its sole discretion, that Affiliate is unsuitable for the Program for any reason, including, but not limited to, if Affiliate's site incorporates any of the Content Restrictions. If IHG rejects Affiliate's Program Application, Affiliate may thereafter reapply to the Program.

If Affiliate is accepted into the Program:

1. Affiliate shall prominently display and maintain the IHG Icons provided to Affiliate by IHG, or any addition to or substitute thereof that IHG may provide to Affiliate from time-to-time during the term of this Agreement, on Affiliate's Site which shall Link directly to IHG Sites. In the event IHG provides Affiliate with new or modified IHG Icons, Affiliate agrees to implement the new IHG Icons within forty five (45) days following receipt of the update from IHG.
   
   
2. Affiliate shall comply with IHG Linking Guidelines.
   
   
3. In no event shall Affiliate make or extend any representation or warranty on IHG's behalf with respect to IHG, an IHG Site or the services available therein.
   
   
4. Affiliate warrants and represents to IHG that Affiliate's Site: (i) is in compliance with all applicable laws and regulations; (ii) does not contain any material that is fraudulent, defamatory or obscene; and (iii) is suitable in all respects to be Linked to from IHG Sites. Affiliate agrees that Affiliate's Site will not, in any way, copy or resemble the Look and Feel of IHG Sites nor will Affiliate create an impression that Affiliate's Site is IHG Sites or part of the IHG Sites, nor will Affiliate frame any page on an IHG Site. Affiliate agrees that during the term of this Agreement, Affiliate's Site shall not contain any of the Content Restrictions, nor shall it disparage or criticize any IHG Site or IHG in any way. IHG may test Affiliate's Site, and if Affiliate's Site is not in compliance with the terms and conditions of Section 2, IHG, in its sole discretion may immediately and without notice (i) remove Affiliate's Site; and/or (ii) terminate this Agreement.
   
   
5. Affiliate shall display the Links on Affiliate's Site.

3 IHG Obligations:

1. IHG shall provide Affiliate with one or more IHG Icons, or any substitute thereof that IHG, in its sole discretion, may provide to Affiliate from time to time during the term of this Agreement for use on Affiliate's Site. Additionally, IHG shall provide Affiliate with IHG Icon Linking Guidelines, or such other replacement guidelines as IHG may provide to Affiliate in writing from time-to-time during the term of this Agreement.
   
   
2. IHG shall assign Affiliate a unique tracking number/code for the purposes of tracking and processing commission payment of room sales.
   
   
3. IHG shall provide support and fulfillment services to Users in accordance with its then-current standard terms and conditions and standard service policies and procedures applying generally to users of an IHG Site. Affiliate acknowledges that IHG reserves the right to refuse to provide fulfillment services to a User in IHG's sole discretion for a variety of reasons, including but not limited to: (a) purchase rejection by applicable credit card company; (b) inability to authenticate credit card; (c) inability to authenticate card holder; and (d) User's purchase history with IHG and/or an IHG affiliates.
   
   
4. IHG shall make available to Affiliate monthly reports that set forth, at a minimum, the number of Users to IHG Sites from Affiliate's Site, and the number of Accommodation Transactions completed by Users Linking directly to IHG Sites from Affiliate's Site during the applicable month.
   
   
5. The parties acknowledge that a third party reporting agent may assist IHG in fulfilling its tracking and reporting requirements hereunder, and that IHG will disclose Affiliate’s Confidential Information to such agent.
   
   
6. Upon any consummated sale of any IHG Hotel room at a Commissionable Rate directed to IHG Sites through the Link, IHG shall in due course (but not more frequently than monthly) pay to Affiliate a commission of 3% of Net Revenue (the "Commission"). A room shall be considered consumed upon paid checkout by the guest for the original booking reserved through the IHG affiliate program. The Commission shall be payable no later than forty-five (45) days following the last day of the calendar month in which the consummated sale occurred. The statement will contain information sufficient to discern how the payment was computed. In the event that the total monthly Commission payable to Affiliate is less than Twenty-Five U.S. Dollars (US$25.00) for the applicable month ("Monthly Minimum Threshold"), IHG will hold the payment until the aggregate total Commission meets or exceeds the Monthly Minimum Threshold. IHG will remit all payments owed to Affiliate to the address provided in the Program Application submitted in accordance with Section 2.

4 Term/Termination

1. Term. The term of the Agreement shall commence as of the Effective Date and shall continue for twelve (12) months thereafter (the "Term"). The Agreement shall automatically renew for an additional term of one year upon the anniversary of the Effective Date each year following the Effective Date unless and until: (a) terminated in accordance with section 4.2, below, or (b) notice of termination provided by Affiliate no less than sixty (60) days prior to any anniversary of the Effective Date.
   
   
2. Termination. IHG may terminate this Agreement immediately at any time.
   
   
3. Survival. Any prior termination of this Agreement notwithstanding, obligations of payment arising hereunder shall survive so long as any such amounts remain due.

5 Trademarks/Tradenames/Fees and Expenses

1. Trademarks/Tradenames. IHG hereby grants Affiliate a non-exclusive license to use IHG's tradename, logos and other trademarks, but only and solely in accordance with IHG's Trademark Usage Guidelines for Affiliates (located at www.affiliates.ichotelsgroup.com/trademarks), solely on the Affiliate’s Site and in promotional materials approved by IHG relating to Affiliate’s Site (the "IHG Marks"). IHG shall have the right to approve in writing any other use of the IHG Marks prior to such use, and no other use of such IHG Marks shall be made by Affiliate in the absence of such specific written approval. IHG may elect in its sole discretion at any time to modify, withdraw, or otherwise adjust IHG's Trademark Usage Guidelines for Affiliates, and all such adjustments shall be effective upon notice to Affiliate. Any failure of Affiliate to strictly comply with IHG's Trademark Usage Guidelines for Affiliates at any time shall be an event of default hereunder and Affiliate shall immediately cease and desist from any non-compliant use of such IHG's Trademark Usage Guidelines for Affiliates upon any request from IHG.
   
   
2. Fees and Expenses. Except as specifically provided in this Agreement, each party shall be responsible for its own costs and expenses in connection with the performance of its obligations hereunder, including but not limited to costs and expenses of technical integration and support.

6 Advertising/Marketing

1. Internet Keyword Marketing. Except as otherwise specifically provided in this Agreement, Affiliate shall not purchase placement rights for any of the IHG Marks or use any of the IHG Marks, including but not limited to internet and web advertising, without prior express written consent of IHG.
   
   
2. Meta and Title Tags. Affiliate shall not embed, use, or make any combination employing any IHG Marks in or with any meta or title tag.
   
   
3. Brand Loyal Marketing. Affiliate shall not target, solicit, or otherwise exploit any data derived from this Agreement, or otherwise seek business from or offer business to IHG-brand loyal Users (i.e., Users expressing a preference for an IHG brand).
   
   
4. Predatory Advertising. Affiliate shall not use any Predatory Advertising Methods designed to generate traffic from sites related to IHG Hotels or for which Affiliate has have no contractual rights for the online promotion of Affiliate's products or services. Affiliate shall prohibit all websites within its control from utilizing Predatory Advertising Methods on sites related to IHG Hotels.

7 Representations and Warranties

1. By Affiliate. Affiliate represents and warrants that it has the right, power and authority to enter into this Agreement and to perform all of its obligations hereunder. In addition, Affiliate shall make no representation regarding any relationship of any third party reporting agent with IHG or Affiliate; in the event of any violation by Affiliate of this provision the third party reporting agent shall have the right to terminate Affiliate's access to the third party reporting services otherwise provided pursuant to 3.5, above.
   
   
2. By IHG. IHG represents and warrants that it has the right, power and authority to enter into this Agreement and to perform all of its obligations hereunder.

8 Exclusion of Certain Warranties and Liabilities

DURING THE TERM, AFFILIATE SHALL USE REASONABLE EFFORTS TO MAINTAIN THE AVAILABILITY OF THE IHG SITES BUT IS NOT RESPONSIBLE OR LIABLE FOR ANY INTERRUPTIONS OR DELAYS IN THE OPERATION OF THE IHG SITES. EACH PARTY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND UNINTERRUPTED SERVICE. EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS ESTABLISHED BY SECTION 9, NEITHER PARTY SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES INCURRED BY THE OTHER PARTY.

9 Indemnification

Affiliate shall be liable for and hereby agrees fully to defend, release, diIHGarge, indemnify and hold harmless IHG, IHG Hotels, corporate affiliates (other than Affiliate), subsidiaries or parent corporations of each, and the directors, officers, employees and agents of each (each, an "IHG Indemnified Party"), from and against any and all losses which may be suffered by, accrued against, charged to or recoverable from a IHG Indemnified Party in any manner arising out of, connected with, or attributable to the marketing or furnishing of any components of the Affiliate services provided hereunder, including but not limited to travel packages, hotel rooms, rental cars, event tickets, entertainment, travel services, or any failure to make any payments as and when due hereunder.

10 Confidential Information

1. Confidential Information. A party's "Confidential Information" is defined as any written confidential or written proprietary information of a party which is so identified to the receiving party. Each party shall hold the other party's Confidential Information in confidence and shall not disclose such Confidential Information to third parties nor use the other party's Confidential Information for any purpose, other than as required to perform under this Agreement, without the prior written consent of the other party. Affiliate hereby consents to IHG disclosing Affiliate's Confidential Information to any third party reporting agent or other entity with responsibility for administering or reporting on the affiliate program for IHG. Each party will only disclose Confidential Information of the other party to such of their employees, attorneys and consultants as may need access to such Confidential Information to perform hereunder. Such restrictions shall not apply to otherwise Confidential Information (i) that is already known by the recipient, (ii) that becomes, through no act or fault of the recipient, publicly known, (iii) that is received by recipient from a third party without a restriction on disclosure or use, or (iv) that is independently developed by recipient without reference to the Confidential Information. Upon the expiration or termination of this Agreement, each party shall deliver to the other party, or destroy, all of such other party's Confidential Information that such party may have in its possession or control. In the event that the recipient becomes legally compelled to disclose any Confidential Information by any governmental body or court, the recipient will provide the disclosing party with prompt notice so that the disclosing party may seek a protective order or other appropriate remedy and/or waive compliance (in writing) with the provisions hereof. In the event that such protective order or other remedy is not obtained, or the disclosing party waives (in writing) compliance with the provisions hereof, recipient will furnish only that portion of such Confidential Information which is legally required and will exercise its reasonable business efforts to obtain appropriate assurance that confidential treatment will be accorded such Confidential Information.
   
   
2. User Information; Collection.

• Collection of User Information. The parties acknowledge that, in the process of conducting business on, and otherwise operating Affiliate's Site and IHG Sites, they will gather personally identifiable information regarding Users ("User Information").
• Ownership and Use of User Information.
• (a) IHG will own all User Information collected in connection with the sale of an IHG Hotel room by Affiliate or IHG through any IHG Site. Each party will continue to own all User Information independently collected by it through its own respective web site. On the Affiliate's Site homepage and on those sections of Affiliate's Site where the User is requested to provide personally identifiable information, in connection with the sale of an IHG Hotel room, including without limitation, financial information, there shall be a link to IHG's privacy policy and there shall be posted a statement that the privacy policy of IHG shall apply to the Affiliate's Site and any and all use of User Information collected thereon. Each party acknowledges that all User Information being collected in connection with the sale of an IHG Hotel room through the Affiliate's Site is being collected on behalf of and for the benefit of IHG. Each party shall ensure that all User Information in its possession is maintained, accessed and transmitted in a secure environment.
• (b) In the event that either party provides its own User Information to the other party, the receiving party agrees that such User Information shall be considered Confidential. In addition, except in each case to the extent such User Information is aggregated and stripped of any personally identifying information, neither party shall (a) use the User Information provided to it by the other party for any internal business purpose or (b) publish, disclose, disseminate or provide any such User Information to any third party.
• (c) Notwithstanding anything in this Agreement to the contrary, either party may provide the personal User Information of any User who orders a product or service through such party to the particular vendor, publisher or supplier of such product or service and to any third party intermediary who requires such personal User Information to process the transaction underlying such order (or to provide fraud analysis, billing, delivery or storage services related to such transaction).

11 Miscellaneous

1. Force Majeure. Neither party shall be deemed in default or otherwise liable hereunder due to its inability to perform its obligations by reason of any fire, earthquake, flood, epidemic, accident, explosion, casualty, strike, lockout, labor controversy, riot, civil disturbance, act of public enemy, embargo, war, act of God, or any municipal, county, state or national ordinance or law, or any executive, administrative or judicial order (which order is not the result of any act or omission which would constitute a default hereunder), or any failure or delay of any transportation, power, or communications system or any other or similar cause beyond that party's control.
   
   
2. Governing Law. This Agreement and all matters or issues related thereto shall be governed by the laws of the State of Georgia, USA, without regard to its choice of law rules. The parties hereby consent to the exclusive jurisdiction of the courts of the State of Georgia and the federal courts located therein with regard to any suit, action or proceeding related to this Agreement.
   
   
3. Assignment. Affiliate shall not sell, assign, mortgage or otherwise transfer any of its rights or obligations under this Agreement without the consent of IHG.
   
   
4. Relationship of Parties. Neither this Agreement nor the cooperation of the parties contemplated hereunder the Agreement shall be deemed or construed to create any partnership or joint venture between the parties.
   
   
5. No Third-Party Beneficiaries. Other than with respect to hotels owned or licensed by IHG and guests of hotels owned or licensed by IHG, this Agreement is not intended to and shall not be construed to provide any rights, remedies or benefits to or for any person or entity not a party to this Agreement, including, but not limited to, any user.
   
   
6. Public Communications. Affiliate shall not make or issue any public statement or announcement regarding the fact or the content of this Agreement, except, as IHG shall agree in writing to such statement or announcement prior to its issuance. Affiliate agrees that, except as may be required by applicable law or regulation, it shall not use in advertising, publicity or otherwise, any information concerning this Agreement, the trademark, service marks, trade names or company names of IHG, or disclose the terms and conditions of this Agreement without prior written consent of IHG.
   
   
7. Entire Agreement. This Agreement, including any documents referenced herein, contains the entire agreement and understanding between the parties with regard to the subject matter hereof, and supersedes all prior and contemporaneous oral or written agreements and representations.
   
   
8. Modification. IHG may modify any of the terms and conditions contained in this Agreement, or any documents referenced herein, at any time in its sole discretion. Notification to Affiliate of any change by email or by posting a notice on this Agreement or the relevant document referenced in this Agreement of the date of such modification, at IHG's sole option, shall be considered sufficient notice to Affiliate of such modification. If any modification is unacceptable to Affiliate, Affiliate's only recourse is to terminate this Agreement. Affiliate's continued participation in the Program following notice of a modification will constitute binding acceptance of the modification.