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MASTER SERVICES AGREEMENT This Master Services Agreement ("Agreement") is effective as of November, 21, 2024 ("Effective Date"), by and between ("Affiliate"), and Lexyl Travel Technologies LLC, a Florida company, with principal offices at 205 Datura St., 10th Floor, West Palm Beach, FL 33401 US ("Lexyl"). R E C I T A L S : A. Affiliate is in the business of hospitality. B. Lexyl is the owner or licensee of various software solutions. C. Affiliate desires that Lexyl license to Affiliate certain of Lexyl's software solutions, and Lexyl is willing to license such software to Affiliate, in accordance with all of the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the premises, and the mutual covenants and conditions contained herein, Affiliate and Lexyl agree as follows: 1. Definitions 1.1 "Affiliate" means Affiliate. 1.2 "Affiliate Customers" mean customers who source and then purchase travel from the Designated Affiliate Pages on the Lexyl Travel Technologies Proprietary Site and software. 1.3 "Affiliate Site" means the world wide web site(s) owned and operated by Affiliate. 1.4 "Designated Affiliate Pages" means those pages on the Lexyl Proprietary Site which are specifically designed for use in connection with the Affiliate Site, which are to be linked to via the Lexyl Proprietary Link on the Affiliate Site and which have been accepted as to substance, background image, color, look and feel, by Affiliate. 1.5 "Lexyl Proprietary Link" means the URL link provided to Affiliate by Lexyl Travel Technologies for placement on the Affiliate Sites, which is identified by its URL designation set forth on the signature page of this Agreement and which links the Affiliate Site to the Designated Affiliate Pages on the Lexyl Travel Technologies Proprietary Site. 1.6 "Lexyl Proprietary Site" means the World Wide Web site identified by its URL designation http://www.hotelplanner.com or any of its subdirectories or subdomains and including the Designated Affiliate Pages. 1.7 "Advertising and Packaging" means the documentation related to the Product (as defined below), Marketing Materials (as defined below), trade show booth displays and/or packaging. 1.8 "End User" means a party that uses the Software for its own account, and does not further redistribute the Software. 1.9 "Intellectual Property Rights" means all intellectual property rights worldwide arising under statutory or common law or by contract and whether or not perfected, now existing or hereafter filed, issued, or acquired, including all: (a) patent rights; (b) rights associated with works of authorship including copyrights and mask work rights; (c) rights relating to the protection of trade secrets and confidential information; and (d) any right analogous to those set forth herein and any other proprietary rights relating to intangible property; but specifically excluding trademarks, service marks, trade dress, trade names, and design patent rights. 1.10 "Marketing Material" means any and all marketing material, including, without limitation, press releases, advertising, direct marketing, literature or promotional materials related to the product. 1.11 "Object Code" means the machine readable form of computer programming code as opposed to the human readable form of computer programming code. 1.12 "Other Advertising" means all other advertising unrelated to the Product. 1.13 "Product" means customized travel portal(s), technology, software and/or sourcing/booking widgets provided to Affiliate by Lexyl. 1.14 "Software" means Lexyl's "Travel and Hotel Group Reservation System" software. 1.15 "Source Code" means the human readable form of computer programming code and related system level documentation, which is converted by assembly or compilation into Object Code prior to execution by a computer, including, without limitation, all comments and any procedural code such as job control language. 1.16 "Update" means a new version of the Software incorporating or accommodating minor maintenance modifications or revisions to correct any mistakes, problems or bugs in the Software or producing minor performance or feature improvements. 2. Responsibilities and Obligations 2.1 Technical Support. At the request of Affiliate, Lexyl will make available Lexyl technical administrators to modify all link colors, backgrounds and logos of the Lexyl Proprietary Link on the Affiliate Site and all link colors, backgrounds and logos on the Designated Affiliate Pages such that there is a reasonable integration of the Lexyl Proprietary Link and the Designated Affiliate Pages with the Affiliate Site. 2.2 Affiliate Customer Service. Lexyl will maintain customer service to assist Affiliate Customers with travel assistance, grievances, and complaints and provide other related travel services in the ordinary course of business in accordance with standard travel industry practice. Affiliate agrees and acknowledges that Lexyl is responsible for reservation fulfillment and customer service. All reservation inquiries shall be directed exclusively to Lexyl. However, Affiliate will also retain the rights to contact the hotel, hotel brand or owner in regards to reservation inquiries, reservation fulfillment and customer service. 2.3 Affiliate Obligations. (a) Reasonable Assistance. Affiliate shall provide reasonable assistance to Lexyl, as may be requested by Lexyl, to the extent reasonably necessary to facilitate Lexyl's timely performance of its duties under this Agreement. (b) Technical Contact. Affiliate shall make available for consultation with Lexyl a knowledgeable technical contact to correspond with Lexyl's technical administrators. 2.4 Support and Maintenance. Lexyl shall provide Affiliate with the support and maintenance services. Lexyl and Affiliate agree that Lexyl shall have no support and maintenance obligations to any third party. 2.5 No Changes or Modifications. Affiliate shall not make any changes or modifications to the Software. 3. Ownership and License Grant 3.1 Ownership. Affiliate acknowledges and agrees that the Software, including all documentation created by Lexyl related to the Software, all Intellectual Property Rights therein, are and shall remain the sole and exclusive property of Lexyl or a third party which may license portions of the Software to Lexyl. Lexyl hereby reserves all rights not expressly granted in this Agreement. Affiliate shall not, and shall not permit or assist any third party, to disassemble, reverse-engineer, decompile, or otherwise attempt to derive Source Code from the Software. 3.2 License Grant to Affiliate. Subject to the terms and conditions of this Agreement, for the Term (as defined in Section 10.1 hereof), Lexyl grants Affiliate a non-exclusive, non-transferable, non-assignable, non-sublicenseable, worldwide license in the Software to process group travel reservations online. Affiliate shall not use the Software for any other purposes than those specified herein. 3.3 License Grant to Lexyl. Upon the execution of this Agreement, Affiliate grants to Lexyl a non-exclusive royalty-free license during the Term of this Agreement to use, reproduce, electronically distribute and publicly display the Designated Affiliate Pages for the promotion of travel for which the written consent is hereby given. 3.4 Non-Exclusive; Advertising; Compensation. This Agreement shall not limit Affiliate's right to offer other Internet travel service providers on its website. 4. Compensation. 4.1 Royalties. In exchange for paying Lexyl a licensing fee or sending bookings through the Lexyl System the affiliate will retain a percentage of the commission paid by a hotel or other provider made available through the Lexyl network at the amounts as specified on Exhibit A and as provided in Section 4.2 below. 4.2 Reporting and Payment. Booking statistics relating to Affiliate, including daily activity and monthly and quarterly reports will be made available daily and may be accessed by Affiliate on the Lexyl Proprietary Site by Affiliate providing Affiliate's unique user name and password. 5. Warranties 5.1 Warranties of Lexyl. Lexyl warrants to Affiliate that the current version of the Software: (a) Defects; Operation. The Software shall be free from material defects and shall operate substantially in accordance with, and conform substantially to, any specifications provided in the documentation which may accompany the Software. (b) Viruses. The Software does not contain any known virus, imbedded device or undocumented code that is intended to obstruct, prevent or disable Affiliate's authorized use of the Software. Notwithstanding the foregoing, Affiliate acknowledges that while Lexyl shall have performed commercially reasonable virus scans, the Software has been created using available tools and components created by other vendors for which Lexyl does not have source code. Lexyl shall not be liable for viruses or any other programs or code which are imbedded or arise out of the use of such tools and components to the extent not detected through Lexyl's scans. (c) Content. To the best of its knowledge, (i) it has the right to provide the content of the Lexyl Proprietary Site, including the content of the Designated Affiliate Pages and (ii) at the time of delivery of the content of the Lexyl Proprietary Site and the Designated Affiliate Pages, such content will not materially violate or infringe the rights of any third party. (d) Disclaimer. Notwithstanding the aforementioned, all information provided by Lexyl is done so in good faith, but Lexyl cannot guarantee that it is completely free from inaccuracies or typographical errors, that the service will always be available, uninterrupted, timely, secure, or that the results obtained from use of the service will be accurate or reliable. Information is as accurate as possible given that the information is provided by the Accommodations Partners. Obvious errors and mistakes (including misprints, typographical errors, mapping errors, and errors in calculating currency conversion errors in pricing in general, etc.) are not binding. As part of the services and features are provided by Accommodations Partners, including but not limited to, hotel availability, location, or description, you acknowledge and consent that Lexyl does not accept liability for any error or omission. In the event of an error, mistake or omission, Lexyl or the supplier reserves the right to cancel any booking and refund monies paid by the client to Lexyl in relation to such booking (if applicable), and this will be without liability to the client and/or the user. 5.2 Warranty of Affiliate. Affiliate warrants that to the best of its knowledge, (i) it has the right to provide the content of the Affiliate Site and any information provided to Lexyl by Affiliate for inclusion in the Lexyl Proprietary Link or the Designated Affiliate Pages and (ii) a the time of delivery of the content of the content or information provided to Lexyl by Affiliate for inclusion in the Lexyl Proprietary Link or the Designated Affiliate Pages, such content or information will not materially violate or infringe the rights of any third party. 5.3 Limitation on Warranties. The representations and warranties set forth in Section 5.1 are the only representations and warranties made by Lexyl, express or implied. EXCEPT AS EXPRESSLY SET FORTH HEREIN, LEXYL HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, WARRANTIES OF NON-INFRINGEMENT, WARRANTIES OF PURPOSE, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR WARRANTIES AS TO ANY RESULTS TO BE OBTAINED FROM ANY USE OF THE SOFTWARE OR INFORMATION DERIVED THEREFROM. IN THE EVENT AFFILIATE MAKES ANY UNAUTHORIZED CHANGES OR MODIFICATIONS TO THE SOFTWARE, THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 5.1 SHALL BE NULL AND VOID. LEXYL DOES NOT MAKE, BY VIRTUE OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND LEXYL EXPRESSLY DISCLAIMS, ANY REPRESENTATION OR WARRANTY TO ANY END USER OR OTHER THIRD PARTY, WITH RESPECT TO THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, WARRANTIES OF NON-INFRINGEMENT, WARRANTIES OF PURPOSE, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR WARRANTIES AS TO ANY RESULTS TO BE OBTAINED FROM ANY USE OF THE SOFTWARE OR INFORMATION DERIVED THEREFROM. AFFILIATE SHALL NOT HAVE THE RIGHT TO MAKE OR PASS ON, AND SHALL TAKE ALL MEASURES NECESSARY TO INSURE THAT NEITHER IT NOR ANY OF ITS EMPLOYEES OR AGENTS MAKES OR PASSES ON, ANY SUCH REPRESENTATION OR WARRANTY ON BEHALF OF LEXYL TO ANY END USER OR OTHER THIRD PARTY. 5.4 Sole Remedy. If Affiliate notifies Lexyl in writing of non-conformity with any warranty in Section 5.1 (which written notification shall include all information necessary for Lexyl to recreate such non-conformity covered by such warranty), and all of the following are true, (a) Affiliate identifies in its written notification to Lexyl in reasonable detail the information necessary for Lexyl to recreate such non-conformity covered by the Lexyl warranty; (b) Lexyl is able to reproduce such non-conformity in the applicable operating environment and verify that the non-conformity is in fact in the Software and not elsewhere; and (c) Affiliate is using the version of the Software licensed pursuant to this Agreement, Lexyl shall use commercially reasonable efforts commensurate with the severity of such non-conformity to bring the Software into conformity with such warranty, and deliver to Affiliate an Update and during Lexyl making such efforts, Affiliate shall continue to provide all information reasonably requested by Lexyl to assist Lexyl in identifying and correcting any non-conformity covered by the Lexyl warranty. Lexyl's obligations under this Section 5.4 shall be Affiliate's sole remedy for any breach of any warranty relating to the Software. 6. Intellectual Property Indemnification 6.1 Indemnity by Lexyl. In the event of any claim by any third party against the Affiliate arising out of a breach of Lexyl's warranty contained in Section 5.1(c) Lexyl shall defend such claim, suit or action in Affiliate's name but at Lexyl's expense, shall indemnify and hold harmless Affiliate against any judgment, liability, loss, cost or damage (including litigation costs and reasonable attorney's fees) arising from or related to such claim, whether or not such claim is successful. Except as specified in Section 6.4, Lexyl shall defend Affiliate against any claim that the Software infringes any U.S. copyright, U.S. trade secret, or U.S. trademark right, and shall pay any settlements entered into or damages awarded against Affiliate to the extent based on such a claim, provided that: (i) Affiliate notifies Lexyl promptly in writing of the claim; (ii) Lexyl has sole control of the defense and all related settlement negotiations; (iii) Affiliate provides Lexyl with all necessary assistance, information, and authority to perform the above, and does not in any manner prejudice Lexyl's conduct of such claim; and (iv) the alleged infringement is not based upon the use of the Software in a manner prohibited under this Agreement, in a manner for which the Software was not designed or in a manner not in accordance with the specifications of the Software provided to Affiliate. Notwithstanding the foregoing, Lexyl shall have no indemnity obligations hereunder with respect to any claim arising out of or based upon any alteration or modification of the Software. 6.2 Alternatives. In the event the Software is held to, or Lexyl believes is likely to be held to, infringe a copyright, patent, trade secret or other Intellectual Property Right, Lexyl shall have the right at its sole option and expense to: (i) substitute or modify the Software so that it is non-infringing; or (ii) obtain for Affiliate a license to continue using the Software; or (iii) if Lexyl determines that neither (i) nor (ii) are commercially reasonable options, Lexyl may immediately terminate this Agreement and refund the undepreciated portion of the amount paid for the Software, assuming a 36-month straight-line depreciation schedule. 6.3 Sole Remedy. Lexyl's obligations under this Section 6 shall be Affiliate's sole remedy for any infringement of any copyright, trade secret, patent, or other Intellectual Property Right or Lexyl Trademarks related to the Software. 6.4 Indemnity by Affiliate. In the event of any claim by any third party against Lexyl arising out of a breach of Affiliate's warranty contained in Section 5.2, Affiliate shall defend such claim, suit or action in Lexyl's name but at Affiliate's expense, and Affiliate shall indemnify and hold harmless Lexyl against any judgment, liability, loss, cost or damage (including litigation costs and reasonable attorney's fees) arising from or related to such claim, whether or not such claim is successful. Affiliate shall defend and indemnify Lexyl against any claim that the Software infringes any patent, copyright, trade secret, or trademark right arising out of or relating to (a) the use of the Software by Affiliate in any manner not authorized by this Agreement; (b) an allegation that the product created as a result of the combination, operation or use of the Software with any products, components or equipment, infringes a third party's intellectual property rights against Lexyl to the extent based on such a claim, provided that: (i) Lexyl notifies Affiliate promptly in writing of the claim; (ii) Affiliate has sole control of the defense and all related settlement negotiations; and (iii) Lexyl provides Affiliate with all necessary assistance, information, and authority to perform the above, and does not in any manner prejudice Affiliate's conduct of such claim. 7. Excluded Damages 7.1 No Incidental or Consequential Damages; Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER ARISING OUT OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE RESULTING FROM OR RELATED TO THIS AGREEMENT (WHETHER OR NOT SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF ANY SUCH DAMAGES). NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, IN NO EVENT SHALL LEXYL'S LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNTS RECEIVED BY LEXYL FROM AFFILIATE HEREUNDER. 7.2 Applicability of Provisions Limiting Lexyl's Liability. The provisions of this Agreement under which the liability of Lexyl is excluded or limited, shall not apply to the extent that such exclusions or limitations are declared illegal or void under any applicable laws, unless the illegality or invalidity is cured under the applicable laws by the fact that the internal law of the State of Florida governs this Agreement. 8. Confidentiality 8.1 Confidential Information. "Lexyl Confidential Information" means (a) the Software, (b) the Software Source Code and Object Code, (c) any information which is proprietary to Lexyl, including, without limitation, (i) the financial information regarding the calculation of and the amounts paid hereunder by Lexyl to Affiliate, (ii) information concerning Lexyl's marketing or future product plans and (iii) any information which Lexyl obtains from a third party and treats as proprietary or designates as confidential, (d) the terms of this Agreement (except as agreed to pursuant to Section 9.5 below), and (e) any additional business or technical information disclosed by Lexyl in relation to this Agreement. "Affiliate Confidential Information" means (a) any information which is proprietary to Affiliate, including, without limitation, (i) information concerning Affiliate's marketing or future product plans and (ii) any information which Affiliate obtains from a third party and treats as proprietary or designates as confidential, (b) the terms of this Agreement (except as agreed to pursuant to Section 9.4 below), and (c) any additional business or technical information disclosed by Affiliate in relation to this Agreement. 8.2 No Disclosure by Affiliate. Affiliate shall hold in confidence, and not disclose or reveal to any person or entity, any Lexyl Confidential Information without the clear and express prior written consent of a duly authorized representative of Lexyl, except to its employees, agents or subcontractors who require such disclosure in order to perform duties for Affiliate not inconsistent with the terms of this Agreement. Affiliate shall take all reasonable action necessary to ensure that its employees, agents and such subcontractors do not copy, publish, manipulate, disclose to others or otherwise use the Lexyl Confidential Information, and shall return or destroy all copies of the Lexyl Confidential Information upon request of Lexyl, and indemnify and hold harmless Lexyl from and against all damages and expenses (including attorney fees and costs) arising from a breach of this provision. Affiliate shall not use any Lexyl Confidential Information, except as expressly permitted hereunder or otherwise in performance of its obligations hereunder. Affiliate shall protect the Lexyl Confidential Information using at least the same degree of care it uses to protect its own proprietary and confidential information and materials of like importance, but in no event less care than a reasonably prudent business person would take in a like or similar situation. In the event Affiliate is directed to disclose any portion of the Lexyl Confidential Information in conjunction with a judicial proceeding or arbitration, Affiliate shall promptly notify Lexyl in writing. Affiliate agrees to provide Lexyl with reasonable cooperation and assistance in obtaining a suitable protective order and in taking other reasonable steps to preserve the confidentiality of the Lexyl Confidential Information. Upon Lexyl's request, Affiliate shall provide Lexyl with a list of all third parties (including third party agents or subcontractors) that have or have had access to Lexyl Confidential Information. 8.3 No Disclosure by Lexyl. Lexyl shall hold in confidence, and not disclose or reveal to any person or entity, any Affiliate Confidential Information without the clear and express prior written consent of a duly authorized representative of Affiliate, except to its employees, agents or subcontractors who require such disclosure in order to perform duties for Lexyl not inconsistent with the terms of this Agreement. Affiliate shall take all reasonable action necessary to ensure that its employees, agents and subcontractors do not copy, publish, manipulate, disclose to others or otherwise use the Affiliate Confidential Information, and shall return or destroy all copies of the Affiliate Confidential Information upon request of Affiliate, and indemnify and hold harmless Affiliate from and against all damages and expenses (including attorney fees and costs) arising from a breach of this provision. Lexyl shall not use any Affiliate Confidential Information, except as expressly permitted hereunder or otherwise in performance of its obligations hereunder. Lexyl shall protect the Affiliate Confidential Information using at least the same degree of care it uses to protect its own proprietary and confidential information and materials of like importance, but in no event less care than a reasonably prudent business person would take in a like or similar situation. In the event Lexyl is directed to disclose any portion of the Affiliate Confidential in conjunction with a judicial proceeding or arbitration, Lexyl shall promptly notify Affiliate in writing. Lexyl agrees to provide Affiliate with reasonable cooperation and assistance in obtaining a suitable protective order and in taking other reasonable steps to preserve the confidentiality of the Affiliate Confidential Information. Notwithstanding anything to the contrary, Affiliate acknowledges and agrees that: (y) Lexyl may, if required by applicable securities laws or exchange listing rules, without notice to Affiliate, disclose this Agreement, or the existence, terms and other information related to this Agreement as required by such applicable law or exchange listing rule, as determined by Lexyl in its reasonable discretion; and (z) Lexyl may disclose Affiliate Confidential Information to its accountants, internal and external auditors, legal counsel and other professional advisors if and to the extent that such persons need to know such Affiliate Confidential Information in order to provide the applicable professional advisory services to Lexyl. 8.4 Exceptions. The above restrictions shall not apply to any information that is (i) already known by the receiving party; (ii) generally known to the public or trade through no fault of the receiving party and through no breach of the receiving party of any non-disclosure agreement; (iii) obtained from a third party without violation of any legal rights of the disclosing party; or (iv) independently and lawfully derived from other sources without any obligation of confidentiality; or (v) is independently developed without the use of the other party's Confidential Information. 8.5 Remedy. The parties agree that any breach of the confidentiality obligations contained in this Section 8 may cause irreparable harm for which monetary damages shall not be an adequate remedy, and that the injured party shall be entitled to seek injunctive relief, without the need for proving actual damages or the posting of a bond, in addition to any other remedies available to it. 9. Marketing 9.1 Reasonable Assistance. Affiliate shall use reasonable commercial efforts to promote, market and advertise its services using the Software. 9.2 Trademarks. Lexyl grants Affiliate a non-exclusive, non-transferable, non-assignable, revocable, non-sublicenseable, worldwide license for the Term of this Agreement to use the Lexyl Trademarks solely for the purposes set forth in this Agreement, and Lexyl reserves the right to revoke such license at its sole discretion if in its view the Lexyl Trademarks are improperly used. 9.3 Press Releases; Announcements; Collateral Materials. All press releases, announcements, or collateral materials referring to this Agreement must be approved by both parties before being released to the press or any third party. Consent will not be unreasonably withheld by both parties. 9.4 Predatory Advertising. Affiliate agrees not to use any predatory advertising methods designed to generate traffic from sites it has not contracted within the online promotion of the Affiliate's products, services or affiliate program and agrees to prohibit its websites from such predatory advertising methods. Predatory advertising is defined as any method that creates or overlays links or banners on web sites, spawns browser windows, or any method invented to generate traffic from a web site without that web site owner's, knowledge, permission, and participation. 10. Term and Termination 10.1 Term. This Agreement shall commence on the Effective Date and may be terminated by either party with at least thirty (30) days written notice prior to the termination date of this Agreement. 10.2 Termination of Term. Upon termination of this Agreement for any reason, Affiliate shall immediately cease using the Software and shall immediately terminate all access to the Designated Affiliate Pages through the Lexyl Proprietary Link. 10.3 Termination. (a) For Cause. (i) Material Breach. Either party may terminate this Agreement upon written notice to the other party, if such other party materially breaches this Agreement and the breach remains uncured for a period of sixty (60) days after receipt of written notice of such breach. Notwithstanding the foregoing, Lexyl may terminate this Agreement upon written notice to Affiliate if Affiliate breaches Section 4.2 (Payment), Section 9.2 (Trademarks) or Section 9.4 (Press Releases; Announcements; Collateral Materials) of this Agreement and the breach remains uncured for a period of ten (10 ) days after receipt of written notice of such breach. Notwithstanding any other provisions of this Section 10.3(a)(i), if Lexyl in its sole judgment believes that the material breach by Affiliate of this Agreement constitutes an immediate and material threat to its integrity, it may immediately terminate this Agreement without the requirement of any notice to Affiliate. (ii) Bankruptcy; Insolvency. Lexyl or Affiliate may terminate this Agreement immediately if Affiliate becomes bankrupt, insolvent, dissolves, assigns its business for the benefit of creditors or otherwise terminates its business activities or if any receiver, trustee or similar officer is appointed to take charge of Affiliate's business or properties. (b) Effect of Termination. Upon termination of this Agreement, the licenses granted to Affiliate under this Agreement shall immediately terminate, and Affiliate shall immediately cease using, sublicensing or integrating the Software into the Product. The terms, conditions, and obligations of Sections 1, 3.1, 4, 5, 6, 7, 8, 9, 10 and 11 shall survive the termination of this Agreement. Upon termination, each party shall have all rights and remedies available to it in law or in equity. (c) Limitation of Liability upon Termination. In the event of termination by either party in accordance with any of the provisions of this Agreement, neither party shall be liable to the other, because of such termination, for compensation, reimbursement or damages on account of the loss of prospective profits or anticipated sales or on account of expenditures, inventory, investments, leases or commitments in connection with the business or goodwill of Lexyl or Affiliate. Termination shall not, however, relieve either party of obligations incurred prior to the termination. (d) Software; Confidential Information; Marketing Materials. Immediately following termination of this Agreement pursuant to Section 10.2, Affiliate shall deliver to Lexyl the Software, all Lexyl Confidential Information, Marketing Materials and all copies thereof (electronic or otherwise) in Affiliate's possession or under its control, or destroy the Software, all Lexyl Confidential Information, Marketing Materials and all copies thereof (electronic or otherwise), as directed by Lexyl. In the event Lexyl directs Affiliate to destroy the Software, all Lexyl Confidential Information, Marketing Materials and all copies thereof, Affiliate shall provide Lexyl with a signed and dated statement from an officer of Affiliate certifying that all Lexyl Confidential Information and all copies thereof have been destroyed. 11. General Provisions 11.1 U.S. Export Control. Affiliate understands and acknowledges that Lexyl is subject to regulation by agencies of the U.S. Government, including, but not limited to, the U.S. Department of Commerce, which prohibit export or diversion of certain products and technology to certain countries. Any and all obligations of Lexyl to provide the Software, documentation accompanying the Software, or any media in which any of the foregoing is contained, as well as any other technical assistance shall be subject in all respects to such United States laws and regulations as shall from time to time govern the license and delivery of technology and products abroad by persons subject to the jurisdiction of the United States, including the Export Administration Act of 1979, as amended, any successor legislation, and the Export Administration Regulations issued by the Department of Commerce, Bureau of Export Administration. Affiliate agrees to cooperate with Lexyl, including, without limitation, providing required documentation, in order to obtain export licenses or exemptions therefrom. Affiliate warrants that it will comply with the Export Administration Regulations and other United States laws and regulations governing exports in effect from time to time. 11.2 Language. This Agreement is in the English language only, which language shall be controlling in all respects, and all versions hereof in any other language shall not be binding on the parties hereto. All communications and notices to be made or given pursuant to this Agreement shall be in the English language. 11.3 Compliance with Applicable Laws. Affiliate shall: 11.3.1 At its own expense, make, obtain, and maintain in force at all times during the term of this Agreement, all necessary and required filings, registrations, reports, licenses, permits and authorizations (collectively "Authorizations") in order for Affiliate to perform its obligations under this Agreement. Lexyl shall provide Affiliate with such assistance as Affiliate may reasonably request in making or obtaining any such Authorizations. In the event that the issuance of any Authorization is conditioned upon an amendment or modification to this Agreement which is unacceptable to Lexyl, Lexyl shall have the right to terminate this Agreement without further obligation whatsoever to Affiliate. 11.3.2 Advise Lexyl of any applicable legislation, rule, regulation or other law (including but not limited to any customs, tax, trade, intellectual property or tariff law) which is in effect or which may come into effect after the Effective Date of this Agreement and which affects the importation of the Software into, or the use and the protection of the Software and the intellectual property rights within any country in which Affiliate distributes the Software or which has a material effect on any provision of this Agreement. 11.4 Foreign Corrupt Practices Act. In conformity with the United States Foreign Corrupt Practices Act and with Lexyl's established corporate policies regarding foreign business practices, Affiliate and its employees and agents shall not directly or indirectly make and offer, payment, promise to pay, or authorize payment, or offer a gift, promise to give, or authorize the giving of anything of value for the purpose of influencing an act or decision of an official of any government or the United States Government (including a decision not to act) or inducing such a person to use his influence to affect any such governmental act or decision in order to assist Affiliate in obtaining, retaining or directing any such business. 11.5 Nature of Relationship. Affiliate and Lexyl understand, acknowledge and agree that Lexyl's relationship with Affiliate shall be that of an independent contractor, and nothing in this Agreement is intended to create a partnership, joint venture or employment relationship. Neither party nor any of their respective directors, officers, employees or agents shall, by virtue of the performance of their obligations under this Agreement, be deemed to be an agent or employee of the other. 11.6 Governing Law; Arbitration; and Venue. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Florida. As of the Effective Date, any dispute, legal action or proceeding arising out of or relating to this Agreement or the transactions it contemplates ("Judicial Action") shall be brought only in Palm Beach County, Florida and each Party consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts) in any such Judicial Action and waives any claim of forum non conveniens in connection therewith and objection to venue laid therein. Process in any such Judicial Action may be served on a Party anywhere in the world, whether within or without the State of Florida. The choice of forum above shall not prohibit the enforcement of any judgment obtained in that forum or any other appropriate forum. The provisions of this paragraph will not prevent either party from seeking (i) equitable relief regarding the other party's breach of its confidentiality provisions of this Agreement or (ii) specific performance of the other party's material breach of its obligations under this Agreement. Both parties agree that, the existence of a dispute notwithstanding, they will continue without delay to carry out all their responsibilities under this Agreement that are not affected by the dispute. 11.7 Government Approvals. Affiliate hereby represents and warrants that no consent, approval or authorization of or designation, declaration or filing with any governmental authority is required in connection with the valid execution, delivery and performance of this Agreement. 11.8 Entire Agreement. This Agreement, including all Exhibits to this Agreement, constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral. No prior proposals, statements, course of dealing, or usage of the trade will be part of this Agreement. 11.9 Amendment. This Agreement may be amended or supplemented only in writing that is signed by duly authorized representatives of both parties. The parties in good faith agree to revisit and amend this Agreement from time to time as necessary to comply with changes to relevant laws, rules or regulations and any other relevant changes in the industry generally. 11.10 Severability; Waiver. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions shall continue in full force without being impaired. Affiliate and Lexyl shall replace any invalid provision with a valid provision, which most closely approximates the intent and economic effect of the invalid provision. 11.11 Successors and Assigns; Assignment; Transfer of Affiliate Site. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties. The parties acknowledge that the licenses granted hereunder are personal to Affiliate. Neither this Agreement nor any of the rights or obligations of Affiliate arising under this Agreement may be assigned or transferred without the prior written consent of Lexyl. Lexyl may assign its rights or obligations arising under this Agreement at any time. Prior to the sale or transfer of the Affiliate Site, Affiliate shall obtain the signed written agreement of the purchaser or transferee to be bound by the terms and conditions of this Agreement, and shall promptly provide a copy of the signed written agreement to Lexyl. 11.12 Construction; Titles and Subtitles. The provisions of this Agreement shall be construed in accordance with their fair meaning, with no regard whatsoever to any person or party that may have drafted this Agreement. The titles and subtitles used in this Agreement are used for convenience only and shall not be considered in construing or interpreting this Agreement. 11.13 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument. 11.14 Attorneys' Fees. Except as otherwise provided herein, in the event of any dispute with respect to the subject matter of this Agreement, the prevailing party shall be entitled to all of its costs and expenses, including reasonable attorneys' fees and costs, incurred in resolving or settling the dispute. These costs and expenses shall be in addition to any other damages to which the prevailing party may be entitled. 11.15 Notices. All notices and other communications required or permitted under this Agreement shall be in writing and shall be deemed given (a) when delivered personally, (b) on the first business day after timely deposit with a reputable overnight courier service for next-day delivery, postage prepaid, and addressed to the party to whom such notice is required, or (c) when received at the place of business if sent by any other means. 11.16 Force Majeure. If either party is prevented from performing any of its duties and obligations hereunder in a timely manner by reason of any act of God, strike, labor dispute, flood, public disaster, equipment, software or technical malfunctions or failures, power failures or interruptions or any other reason beyond its reasonable control, such condition shall be deemed to be a valid excuse for delay of performance or for nonperformance of any such duty or obligation for the period during which such condition exists. IN WITNESS WHEREOF, the parties have entered into this Agreement as of the Effective Date. EXHIBIT A COMMISSION DISBURSEMENTS Lexyl agrees to pay Affiliate a commission according to the following schedule with respect to travel booked by Affiliate Customers through the Lexyl Proprietary Site. Under this Agreement the commissions collected by Lexyl, which can be between 8%-16% (typically 10%) of the total pre-tax amount charged to guests on actualized consumed lodging stays, net of (i) consumer transaction disputes that result in LEXYL incurring a liability, (ii) commissions paid on fraudulent reservations, (iii) credit card holder disputes on charges resulting in a charge-back against LEXYL, (iv) duplicate transactions, or (v) consumer requests that result in an issuance of a refund, will go directly to Affiliate in accordance to the following: Commission Split 80% of total commissions collected For purposes of this Agreement, the "Industry Standard Commission" is acknowledged to currently be 10% of the room rate. The parties acknowledge that the Industry Standard Commission is subject to change for some group bookings and that changes in the Industry Standard Commission shall not be grounds for termination of any part of this Agreement.

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