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		New Affiliate Sign Up Agreement You must agree to the following contract to continue. TRAVELHERO AFFILIATE AGREEMENT ARTICLE 1. DEFINITIONS 1.1 For purposes of this Agreement, the following definitions shall apply: (i) TravelHero Database. A digital database of hotel and lodging information created and maintained by TravelHero or by parties TravelHero may engage to create and maintain such a database. (ii) Affiliate's Services. Affiliate's Services are either (i) Internet sites on the World Wide Web created, maintained and hosted by Affiliate, or (ii) Affiliate's proprietary software, with an Interface to the TravelHero Database and Reservation Function. (iii) Reservation Function. The capability to determine room availability for specific dates and to make and cancel reservations at a hotel contained in the TravelHero Database that participates in the Reservation Function. (iv) Interface. All server and application software and hardware reasonable and necessary for a dependable and operative online connection between Affiliate's Service and the TravelHero Database and/or Reservation Function. (v) Search Request. A search of the TravelHero Database initiated by an accessor of Affiliate's Service. ARTICLE 2. SERVICES 2.1 Duties of TravelHero. (i) Pursuant to mutually agreed requirements and a schedule of implementation, TravelHero shall implement and maintain during the term hereof an Interface between Affiliate's Service and the TravelHero Database and the Reservation Function, through one of the following: (a) a direct link to TravelHero's web site(s) from Affiliate's Service; (b) incorporation of the Reservation Function within Affiliate's Service via HTML or other format chosen by TravelHero; or (c) a direct link from hotel properties listed on Affiliate's Service to the corresponding reservation page on TravelHero's web-site. TravelHero and Affiliate will mutually agree as to which option will be used. TravelHero will develop all codes, images, URLs and other components to create the Interface using the chosen option. All codes, images, URLs and other components used to create the Interface that are provided by TravelHero will remain TravelHero's property and shall not be modified or altered by Affiliate without TravelHero's express written consent. Affiliate will provide all other hardware and software necessary for implementation of the chosen option. (ii) In preparing the Interface and providing the services specified in (i) above, TravelHero will use commercially reasonable efforts to duplicate the look and feel for the Affiliate's Service. (iii) TravelHero will provide database listing, website display, and reservation capability for any property except those that pay less than the agreed upon commission, do not accept reservations, provide unsatisfactory guest service, or prove unsuitable for TravelHero consumers. This applies to all TravelHero interfaces including website interface, EventHero & Call Center interface. 2.2 Duties of Affiliate. Affiliate shall use all reasonable and necessary efforts to cooperate fully with and provide support for TravelHero's personnel with respect to the creation, implementation and maintenance of the services provided pursuant to this Agreement. 2.3 Exclusive Reservation Function. In the event information regarding a specific property is available to Affiliate's Services from the TravelHero Database, Affiliate agrees that Affiliate's Services will provide users and accessors of that information with the capability to make or cancel a reservation at the property exclusively through the Reservation Function. 2.4 Limited Use of Property Information. Affiliate acknowledges and agrees that the Reservation Functions and the TravelHero Database, and the various components of each, are the sole and exclusive property of TravelHero, licensed or contracted services from others, or the sole and exclusive property of hotels participating in the TravelHero Database. Nothing contained in or comprising the TravelHero Database or the Reservation Function may be copied, downloaded, hyperlinked or in any manner used or redistributed in whole or in part except by a bona fide end-user of Affiliate's Services for the sole purpose of making or canceling a reservation at a hotel contained in the TravelHero Database or as expressly otherwise permitted by this Agreement. Affiliate further acknowledges that hotels participating in the TravelHero Database may remove their information from the database and/or cease to participate in the Reservation Function at anytime without prior notice. 2.5 No Offensive Content. Affiliate agrees that Affiliate website(s) shall not contain any content that relates to the use of any illegal substances or is immoral, libelous, defamatory, obscene, pornographic, overly violent or otherwise offensive in TravelHero's sole discretion ("Offensive Content"). Affiliate acknowledges that in the event Affiliate's website(s) contains any Offensive Content, TravelHero may immediately terminate this Agreement without such termination causing an Event of Default. 2.6 Automated Search Requests. Affiliate agrees that it will not create, utilize, participate in or knowingly permit the occurrence of non-manual repetitive Search Requests. (Robots). 2.7 Prohibition of Access to and Use of the TravelHero Database and Reservation Function by Third Parties. Except for bona fide end-users of Affiliate's Services, Affiliate may not allow, or enter into any agreements with third parties purporting to permit any third party access to and use of the TravelHero Database or the Reservation Function. Affiliate may not redistribute or allow access or use of the TravelHero Database or Reservation Function by any third parties. ARTICLE 3. FEES 3.1 Communication Costs. Affiliate shall be solely responsible for the cost of dedicated leased data lines, dial up lines and all related costs of other alternative methods of communication incurred in connection with the Interface. Each party shall bear its own costs for modems purchased or leased as necessary for communications between Affiliate's Services and TravelHero's Database and/or Reservation Function. 3.2 Affiliate Revenue Share. TravelHero will pay to Affiliate, during the term of this Agreement, 5% of collected hotel revenue for each reservation originated from the Affiliate website, generated from a real time type of property, and made through the TravelHero booking engine. TravelHero will pay to Affiliate during the term of this agreement, 2.5% for each reservation originated from the affiliate website, and generated from those properties who are not providing room inventory and rates to a Central Reservation System (CRS), Global Distribution System (GDS) or TravelHero's proprietary reservation system. These reservations are manually executed and confirmed by TravelHero's Service team. Revenues shall be deemed earned by the Affiliate only at such time as the accommodation property has paid to TravelHero and TravelHero has actually received the full amount earned from such accommodation property with respect to the relevant reservation. Revenues payable pursuant to this Section shall be paid monthly, as promptly as practicable following the end of a month after TravelHero has verified the revenue income, provided, that if the amount payable to Affiliate is less than $50, TravelHero may at it's option accumulate that amount payable and add it to the following month's payment. ARTICLE 4. TERM 4.1 Term of Agreement. The initial term of this Agreement, unless earlier terminated pursuant to the provisions of this Agreement, shall begin upon full execution of this Agreement and shall continue thereafter for a period of 12 months; provided, however, the term of this Agreement shall be automatically extended for additional one (1) year terms unless either party shall, at least thirty (30) days prior to the expiration of the initial or any extended term, gives notice of termination of the Agreement at the end of the term. ARTICLE 5. TERMINATION 5.1 Termination by Affiliate. Upon the occurrence of an Event of Default (as hereinafter defined) by TravelHero and the failure of TravelHero to cure such default after written notice and opportunity to cure as provided by Section 6.3 hereof, Affiliate may terminate this Agreement at any time with thirty (30) days written notice. 5.2 Termination by TravelHero. Upon the occurrence of an Event of Default (as hereinafter defined) by Affiliate and the failure of Affiliate to cure such default after written notice and opportunity to cure as provided by Section 6.3 hereof, TravelHero may terminate this Agreement at any time within thirty (30) days after the expiration of the cure period provided in Section 6.3. This Agreement may be terminated by TravelHero immediately upon written notice to Affiliate if either of the following occur: (i) TravelHero's right, license or contract to use certain software, databases or other information material to the operation of the TravelHero Database or the Reservation Function is terminated for any reason or (ii) if Affiliate treats any codes, images, URLs and other components provided by TravelHero for the Interface as its own property or modifies such in violation of this Agreement. ARTICLE 6. DEFAULT 6.1 Events of Default. Subject to Section 6.2 hereof, any one of the following listed occurrences shall be considered an Event of Default: (i) The failure to pay any amount due hereunder within the time required; (ii) The refusal or failure to diligently and in good faith perform each and every material provision of this Agreement; 6.2 Force Majeure. It shall not constitute a default if an Event of Default is caused by or results from acts of God, fire, war, civil unrest, accident, power fluctuations or outages, telecommunication fluctuations, outages, or delays, utility failures, mechanical defects, or other events beyond the control of the defaulting party. However, if an Event of Default results from any such occurrence and continues for more than thirty (30) consecutive days, either party may terminate this Agreement by providing notice as required herein. 6.3 Notice of Default. Upon the occurrence of an Event of Default, the non-defaulting party shall give written notice to the defaulting party specifying the alleged default. The defaulting party shall then be entitled to ten (10) days after receipt of such notice within which to cure any monetary default and thirty (30) days within which to cure any non-monetary default ARTICLE 7. CONFIDENTIALITY 7.1 Confidential Information. During the term of this Agreement, it is acknowledged by Affiliate and TravelHero that each may receive or have access to confidential and proprietary information of the other party including, but not limited to, software, codes, specifications, database and trade secrets ("Confidential Information"). Confidential Information shall not include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party's files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving party from a third party without a breach of such third party's obligations of confidentiality; (v) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information, as shown by documents and other competent evidence in the receiving party's possession; or (vi) is required by law to be disclosed by the receiving party. Each party acknowledges that it shall not acquire any ownership or other rights in or to Confidential Information of the other, and shall use the Confidential Information only for the purposes of the performance of this Agreement, and shall keep confidential and not disclose the Confidential Information to any other person, firm or corporation without the prior written consent of the other party. Any Confidential Information transmitted in writing or by other tangible media shall remain the property of the owner and shall be returned to the owner at its request, together with all copies made thereof, at the conclusion of this Agreement. The parties agree that the provisions of this Section 7 shall survive the expiration or termination of this Agreement. 7.2 Use of Marks. Affiliate acknowledges that Aaron Corporation, TravelHero, TravelHero.com, AirHero, CarHero, CruiseHero, TourHero, GolfHero, ResWizard, ResHero, EventHero, and "Powered by TravelHero" are each trademarks or service marks of TravelHero and Affiliate agrees to not use any of TravelHero's marks in any way including, but not limited to, in any advertising or promotional materials, without the prior written approval of TravelHero. Affiliate acknowledges and agrees that the "Powered by TravelHero" or "Powered by GolfHero marks will appear on each page of Affiliate's Service that utilizes the Reservation Function or information from the TravelHero Database. 7.3 Confidentiality of the Agreement. The parties agree that the terms and provisions of this Agreement shall be kept confidential and shall be disclosed only to those persons and entities as required by law or as permitted by the other party hereto. The parties may, however, disclose the existence of this Agreement to any person or entity. ARTICLE 8. INDEMNIFICATION 8.1 Indemnification in the Event of Certain Losses. Each Party agrees to indemnify and hold harmless the other Parties affiliates, directors, officers, employees and other stockholders, from and against any losses, claims, liabilities, damages or expenses (including reasonable attorney's fees) arising out of or related to a breach of this Agreement by either party (including without limitation those losses arising out of Affiliate's granting of access to or use by a third party of the TravelHero Database and the Reservation Function, other than by a bona fide end-user of Affiliate's Services). Promptly after receipt by an indemnified party of notice of the commencement of any action or the presentation or other assertion of any claim which could result in any indemnification claim pursuant to this Section 8.1, such indemnified party shall give prompt notice thereof to the indemnifying party and the indemnifying party shall be entitled to participate therein or, to the extent that it shall wish, assume the defense thereof with its own counsel. If the indemnifying party elects to assume the defense of any such action or claim, the indemnifying party shall not be liable to the indemnified party for any fees of other counsel or other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation and preparation, unless representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The parties agree to cooperate to the fullest extent possible in connection with any claim for which indemnification is or may be sought under this Agreement. ARTICLE 9. DISCLAIMER AND LIMITATION OF LIABILITIES 9.1 Disclaimer, Limitation of Liabilitis and Risk of Internet Usage. TravelHero and those entities from which TravelHero obtains software and service that are material to the operation of the interface, the TravelHero database or the reservation function will not be responsible or liable for (i) Any falsifications or inaccuracies in any of the information displayed on Affiliate's service, (ii) Any act or failure to act with respect to the publication of information on the Internet or the creation or functionality of reservation capabilities unless expressly set forth herein, (iii) Any claim, damage or liability of any nature arising out of access to Affiliate's service and/or the making, changing or canceling of a reservation and the use of a credit card or other debit device in connection therewith, (iv) any claim resulting from any interruption, malfunction or change in the use of the Internet or a distribution system, or (v) any claim, damage or liability of any nature arising out of the TravelHero Database, translated into any other language, except to the extent resulting from the gross negligence or willful misconduct of TravelHero or those entities. All warranties, express or implied, statutory or otherwise, including without limitation, any warranty of fitness for a particular purpose, merchantability, good and workmanlike product or service or otherwise are disclaimed by TravelHero and waived by Affiliate. Affiliate acknowledges and agrees that the operation of a site on the Internet is at Affiliate's own risk. Affiliate acknowledges and agrees that the Internet is a communication medium over which TravelHero has no control and that its continued utilization in its present form at current costs is uncertain. Therefore, if at any time during the term of this Agreement, the cost of access to the Internet increases or there is imposed a fee or cost for access to or use of the Internet communication lines, or there is imposed any law, governmental ruling, or regulation the result of which increases the cost of access to or perform this Agreement, TravelHero may, upon notice to Affiliate, immediately terminate this Agreement without usage of the Internet or otherwise makes it impractical, in TravelHero's sole discretion, to continue to such action constituting an Event of Default. 9.2 Repair of Operations. Notwithstanding any other provision of this Agreement, the only obligation of TravelHero in the event of a material failure in the operation or performance of the Interface and the provision of the services as provided herein shall be to repair the malfunction within twenty four (24) hours of receipt of written notice from Affiliate requesting such repair. ARTICLE 10. MISCELLANEOUS 10.1 Arbitration of Disputes. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. There shall be a panel of three arbitrators. Each party shall select one arbitrator and the two arbitrators selected shall select a third neutral arbitrator. All reasonable and necessary costs and fees (including attorney's fees) incurred in connection with the arbitration shall be borne by the losing party or assessed in the award as otherwise deemed appropriate by the arbitrators. 10.2 Status of Parties. This Agreement shall not constitute a partnership, joint venture or similar arrangement. The parties hereto are separate and distinct entities independently contracting with each other at arms length. 10.3 Assignment; Name Change. This Agreement is not assignable by TravelHero or Affiliate without the prior written consent of the non-assigning party (and such consent shall not be unreasonably withheld), provided that either party may assign this Agreement to an affiliate or in the event of an acquisition, merger or sale of substantially all assets. 10.4 Notices. All notices, requests, consents, payments and other communications contemplated hereby shall be in writing and (a) personally delivered, (b) deposited in the United States mail, first-class, registered or certified mail, return receipt requested, with postage prepaid, (c) sent by overnight courier service (for next business day delivery), shipping prepaid, or (d) by facsimile transaction, as follows: Aaron Corporation 15333 N. Pima Rd. Suite 245 Scottsdale, AZ 85260 Facsimile: (602) 926-2601 or such persons or addresses as any party may request by notice duly given hereunder. Except as otherwise specified herein, notices shall be deemed given and received at the time of personal delivery or if sent by U.S. mail, three (3) business days after mailing, or, if sent by overnight courier, one (1) business day after such sending. 10.5 Controlling Law. This Agreement shall be interpreted pursuant to the laws of the State of Arizona. The venue for any arbitration or suit brought with respect to or arising out of this Agreement shall be in the City of Phoenix, Arizona or in the state or federal courts situated in Maricopa County, Arizona. The parties hereto hereby waive all objections, and they hereby consent to such jurisdiction and venue. 10.6 Exclusive Agreement. Except as otherwise provided herein, Affiliate acknowledges that as to Affiliate this is an exclusive agreement and that Affiliate shall not contract during the term of this Agreement with other parties for the same or similar services as provided by TravelHero hereunder. Notwithstanding the preceding, Affiliate acknowledges and agrees that as to TravelHero this Agreement is not exclusive and TravelHero may contract with other entities for the provision of similar services as provided by TravelHero under this Agreement. 10.7 Entire Agreement. This Agreement constitutes the entire agreement between TravelHero and Affiliate with respect to the implementation and operation of Affiliate's Service and supersedes and replace any and all other agreements and representations, verbal or written, with respect to the subject matter of this Agreement. There are no representations, warranties or agreements made or relied upon by either party with respect to the subject matter of this Agreement, which is not contained in this Agreement. 10.8 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the legal representatives, successors and duly authorized assigns of each party whether resulting from merger, acquisition, reorganization or assignment pursuant to the terms hereof. TRAVELHERO
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