PUBLISHER PROGRAM CONDITIONS EXPEDIA TRAVEL DYNAMIC FEED (PUBLIC)

The Publisher Program Conditions shall be as follows:

“These terms and conditions apply to you as Publisher having membership of this Expedia Travel Publisher Program. Publishers must read these Conditions carefully before participating in the Expedia Travel’s Publisher Program Expedia Travel Dynamic Feed (Public). Publishers who become members of Expedia Travel’s Publisher Program Expedia Travel Dynamic Feed (Public) participate subject to, and signify agreement to be bound by, the terms and conditions (“Conditions”) below and as may be amended from time to time on reasonable notice to such Publishers:

DEFINITIONS

The following terms when used in these Conditions shall have the following meanings:

“Click” means where an individual or entity clicks through to the Expedia Travel Site directly from a link on the Publisher Site.

“Corporate Affiliates” shall mean any person, partnership, joint venture, corporation or other form of enterprise, domestic or foreign, including but not limited to parent and/or subsidiaries, that directly or indirectly, control, are controlled by, or are under common control with Expedia Travel and shall not be interpreted to include IAC/InterActiveCorp or any of its subsidiaries.

“Dynamic Feed” means the XML feed through which pricing, availability and content relating to Expedia Travel Products is made available to Publisher.

“Expedia Travel” collectively means Expedia, Inc. a Washington corporation and Hotels.com L. P. a Texas Limited Liability partnership.

“Expedia Travel Information” means content, rate and availability data about any Expedia Travel Products.

“Expedia Travel Products” include, but are not limited to, flights, accommodation, rental cars, vacation packages, destination services or other services made available via the Expedia Travel Sites.

“Expedia Travel Sites” means those sites operated by Expedia Travel and Corporate Affiliates as set out in the TradeDoubler Interface.

“Interface” means the Expedia Travel Publisher Programme .home page on the TradeDoubler platform.

“Publisher Program Agreement” means the agreement between TradeDoubler and Publisher for Publisher’s membership of the relevant Publisher Program which agreement expressly incorporates these Conditions.

“Publisher Program" is a program owned and operated by TradeDoubler for Expedia Travel on TradeDoubler's website which the Publisher can join.

“Publisher Site” means Publisher’s website listed in the TradeDoubler Interface including all pages under that top-level domain name and any successor or replacement website including all revisions and upgrades thereto.

“Transaction(s)” means any booking of an Expedia Travel Product made through the Expedia Travel Sites which is generated by a User having clicked through to the Expedia Travel Site directly from a link on the Publisher Site.

“User(s)” means individuals or entities that either book Expedia Travel Products through the Expedia Travel Sites or completes a Click.

1. PUBLISHER OBLIGATIONS

a. Marketing. During the term of these Conditions, Publisher shall via an XML interface actively market and promote the Publisher Site and the Expedia Travel Products in order to generate the maximum number of Transactions on, and Clicks to, the Expedia Travel Sites by Users. For the avoidance of doubt the Expedia Travel Information obtained from the Dynamic Feed shall be used by Publisher to provide marketing and promotional services in accordance with these Conditions only.

b. Development. Publisher shall create, at the earliest possible date, an interface to the Publisher Site in accordance with the specifications provided by Expedia Travel (the “Interface”) to enable the supply of Expedia Travel Information via the Dynamic Feed and exchange of data regarding the Expedia Travel Products. Expedia Travel shall be responsible for the development (including associated costs) of the specifications for the Dynamic Feeds and the Interface (the “Specifications”) as well as that portion of Expedia Travel’s back end system necessary to electronically send and receive Expedia Travel Information through the Dynamic Feed and Interface. Publisher shall be otherwise responsible for the development (and all associated costs), of the Interface in accordance with the Specifications.

c. Display of Expedia Travel Products on Publisher Site. Publisher shall, via the Dynamic Feed and Interface, display or present Expedia Travel Information to Users on Publisher Site(s). Publisher shall display without revision, deletion or change (i) the appropriate trademark or copyright designation for Expedia Travel (‘Expedia’ or ‘Hotels.com’ as appropriate) or other relevant third party; (ii) the content, rates, prices, taxes, tax recovery charges, services fees and other charges and fees for all offered Expedia Travel Products, in each case as provided by Expedia Travel. Publisher may display or present Expedia Travel Information, including information about the offer, price or availability of Expedia Travel Products, in a manner or in any service that consolidates or aggregates Expedia Travel Information with information about any travel products or services offered by providers other than Expedia Travel provided that any such display or presentation of price shall include all relevant taxes, tax recovery charges, services fees and other charges and fees in the price and Expedia Travel brand attribution for the relevant Expedia Travel Products. Any Clicks from Expedia Travel Information displayed on the Publisher’s Site shall direct the user to the applicable Expedia Travel Site. Publisher shall be responsible for all costs associated with any errors or omissions in the display of the Expedia Travel Information in breach of this Section 1 (c).

2. PUBLISHER PROHIBITED ACTIVITIES

a. The content and information that Expedia Travel shall make available to Publisher, as well as the technology and infrastructure used to provide such content and information, are proprietary to Expedia Travel. Accordingly, Publishers shall not (and shall ensure that their employees or agents shall not) unless explicitly authorised to do so in writing by Expedia Travel:

i. apply or bid for the terms ‘Expedia’, ‘Expedia.co.uk’, ‘Expedia.com’, ‘Hotels.com’ or any hotel or accommodation provider brand names, domain names or trademarks (“Restricted Names”) including but not limited to the Protected Keywords (as defined on the Publisher Site) listed in TradeDoubler Interface under the Keyword Link UNLESS invited specifically as part of a test (with its own terms and conditions) or as part of a strategic paid search group;

ii. apply or bid for any terms, words or phrases that are similar to any Restricted Names (including but not limited to possible misspellings, abbreviations, terms which are identical to Restricted Name but use the wrong case, or that merge Restricted Names with other words terms or phrases); or

iii. apply or bid for any terms, words or phrases that incorporate (wholly or partly) Restricted Names or those similar terms, words or phrases referred to in paragraph ii immediately above;

on any ‘pay-per-click’, sponsored link or any similar scheme available on any internet search engines (“Pay for Search Schemes”) for any reason including, but not limited to, bidding or applying for the above with a view to driving traffic to Expedia Travel’s website. Publisher ads shall not be displayed in response to a Keyword query containing Restricted Names. Publisher is required to employ negative keyword matching or similar tools to prevent violation of this section.

b. The above prohibition includes but is not limited to those Pay for Search Schemes available through Google, Espotting, MSN, ask.com and Overture/Yahoo! Search Marketing.

c. Publishers shall not apply for registration of any Expedia Travel copyright or related rights, trade marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may, now or in the future, subsist in any part of the world owned by or acquired by Expedia Travel (“Expedia Travel Intellectual Property”) or any intellectual property that is confusingly similar to the Expedia Travel Intellectual Property including but not limited to misspellings of Protected Keywords in its own name in any part of the world. Publisher agrees that it shall immediately transfer and assign to Expedia Travel (or its designee), or, at Expedia Travel’s sole discretion, will expunge or withdraw any Expedia Travel Intellectual Property owned or acquired by Publisher that violates this section without further compensation or consideration from Expedia Travel.

d. Publishers who participate in the Expedia Travel Publisher Program shall not publish or procure publication of any promotional or advertising copy which refers to “Direct Prices” “Direct Booking” or “Direct Rates” or any wording which is designed to be or could be detrimental to the business of any Expedia Travel hotel or accommodation partner.

e. Publisher shall not integrate any Publisher Site with or otherwise simulate the look and feel of Expedia Travel or any Expedia Travel Sites except as expressly authorised by Expedia Travel. Publisher shall not make or extend any representation, warranty or other statements on behalf of Expedia Travel or Corporate Affiliates with respect to Expedia Travel, Corporate Affiliates or their services including Expedia Travel Sites.

f. Publishers shall not:

i. publish or procure publication of any promotional or advertising copy which is designed to be or could be detrimental to the business of Expedia Travel or any supplier;

ii. mislead others;

iii. promote any Expedia Travel voucher codes UNLESS invited specifically invited to do so;

iv. operate or utilise a website or email links to websites that contain or promote any of these types of content: libellous, defamatory, obscene, pornographic, abusive, violent, bigoted, hate-oriented, illegal, cracking, hacking or warez, or that offer any illegal good or service, or link to a website(s) that does so;

v. engage in spamming, indiscriminate or unfair advertising (including false advertising, reverse IP geo-tartgeting and similar practices) or unsolicited commercial email;

vi. send any email or other form of electronic message, advertisement, or other promotional communication containing Expedia Travel’s name, product, web site address, metatag or any other type of identifier to any recipient unless the recipient has directly consented to receive such communication from Publisher or Publisher has a pre-existing business relationship with the recipient. In addition, Publisher shall provide a recipient of such communication with the ability to “opt out” of further communications from Publisher either by calling a toll free number or by sending an “unsubscribe” email to Publisher. Publisher emails must comply with laws governing sending of commercial emails or marketing messages and any comparable laws that apply to the transmission of Publisher’s emails;

vii. engage in cybersquatting or typosquatting;

viii. use layer ads, click-to-reveal functionality, create or overlays, links or banners on websites, spawns browser windows, or deceptive downloads or deceptive computer settings practices (or any method invented to generate traffic from a website without that website owner’s knowledge, permission, and participation (e.g., keyword parsing browser plugins such as TopText and +Surf, banner replacement technology such as Gator, browser spawning technology that is not website dependent);

ix. allow any direct or indirect extraction or repurposing of the Expedia Travel Information made available to Publisher under these Conditions;

x. violate any intellectual property or proprietary rights, including, without limitation, scraping text or images from Expedia Travel, Expedia Travel Sites or third-party websites;

xi. present or use any content on Publisher Site that could be falsely interpreted to suggest that such content has been authorized or otherwise provided by, or represents the views of, Expedia Travel or its Corporate Affiliates;

xii. fail to have a legally compliant privacy policy, or violate such privacy policy; and/or

xiii. violate any laws or regulations (including any industry self-regulation).

3. AVAILABILITY OF EXPEDIA TRAVEL INFORMATION Expedia Travel shall make Expedia Travel Information available to Publisher in the form of a Dynamic Feed.

4. OWNERSHIP AND LICENSES a. Expedia Travel owns and shall retain all right, title and interest in Expedia Travel Intellectual Property.

b. Publisher owns and shall retain all right, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or that it may use or develop in the future.

c. Expedia Travel grants Publisher a revocable, non-exclusive, worldwide license to use, reproduce and transmit the name, logos, trademarks, service marks, text links, data feeds, search boxes, videos, coupon codes, and trade dress provided by Expedia Travel to Publisher via the Interface (“Works”) solely to (i) reproduce, use and display on Publisher Sites only the Works; (ii) use the Specifications solely for the purpose to develop the Interface in accordance with the terms of these Conditions; and (iii) use, distribute, reproduce, perform and display the Interface developed in accordance with the foregoing clause solely for use in connection with Publisher’s performance under these Conditions. Works are to be used solely for the purpose of advertising the Expedia Travel Sites. Except as expressly set forth in these Conditions or permitted by applicable law, Publisher may not copy, distribute, modify, reverse engineer, or create derivative works from the Expedia Travel Intellectual Property provided by Expedia Travel to Publisher via the Interface. Any goodwill resulting from Publisher’s use of the Expedia Travel Intellectual Property will inure solely to the benefit of Expedia Travel and will not create any right, title or interest for Publisher. Publisher may not sublicense, assign or transfer any such licenses for the use of the same, and any attempt at such sublicense, assignment or transfer is void. If Publisher does not fully comply with this provision, Expedia Travel may withhold commissions, immediately terminate its relationship and any contractual agreements with Publisher, permanently remove Publisher from the Publisher Program, or utilize any remedy otherwise available to it by law or in equity.

d. Publisher’s use of Expedia Travel’s name, logos, trademarks, service marks, and trade dress must be in a manner that is clearly less prominent than that of Publisher’s name, logos, trademarks, service marks, trade dress, products and site name. Publisher shall not create or attempt to create an impression that there is an association or affiliation between Expedia Travel and Publisher beyond the arrangement that these Conditions govern.

e. Except for the limited licenses granted above, Publisher 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 Travel or of any URL, trade name, trademark, logo or branding of any Corporate Affiliates, or any related company to Expedia Travel in any manner whatsoever (including, without limitation, in any meta-tags, search engine advertising, domain name registration or use, marketing or optimization, any other online or offline marketing or advertising, press releases, etc.) without the express, written permission of Expedia Travel or its Corporate Affiliates, which permission may be denied in the sole discretion of Expedia Travel or such Corporate Affiliates. Publisher shall not use the Works in connection with any activity that disparages Expedia Travel or its products or services, or that damages the reputation for quality inherent in the same. The use of Works that are posted on other sites, found in other emails or other sources, manipulated in any way or derived from any means other than those that are provided by Expedia Travel to Publisher via the Interface is not permitted. All rights not expressly granted are reserved by Expedia Travel and/or its Corporate Affiliates. Publisher acknowledges and agrees that any breach of these Conditions will result in irreparable harm to Expedia Travel and/or its Corporate Affiliates, as well as damages that are difficult or impossible to calculate. Publisher agrees that compliance with these Conditions may be specifically enforced in any court of competent jurisdiction, without prejudice and without the need for posting of a bond and in addition to Expedia Travel’s and/or its Corporate Affiliates’ right to seek damages or other remedies for any such breach. All use of Works as part of the Publisher Program must comply with Expedia Travel’s Branding Usage Guidelines that are contained in the Interface, as updated from time to time. Publisher will receive notice of any such changes to the Branding Guidelines via the Interface. Expedia Travel may, at any time and in its sole discretion, request changes or modifications to any use of the Works used by Publisher, and Publisher shall comply with such requests promptly. Publisher further acknowledges and agrees that the Works are the exclusive property of Expedia Travel or its Corporate Affiliates, and that Publisher will not challenge Expedia Travel’s or its Corporate Affiliates’ ownership of, nor the validity or enforceability of the Works.

f. Expedia Travel shall at all times have the right to review Publisher’s activities related to these Conditions and the Publisher Program.

g. Publisher immediately shall cease using Expedia Travel Intellectual Property and any Works upon the termination or expiration of the Publisher Program Agreement with Publisher.

5. TERMINATION

Expedia Travel may at any time in its sole discretion and without cause:

a. reject or suspend Publisher from the Expedia Travel Publisher Program with immediate effect; and/or

b. terminate any Publisher Agreement immediately upon notice.

Termination or expiration of any Publisher Program Agreement for whatever reason shall not affect the rights and obligations of the Parties which have accrued due prior to the date of termination or expiration, including the right to claim damages as a result of a breach of this Agreement.

6. LIMITATION OF WARRANTY

The Specifications and Dynamic Feed are provided by Expedia Travel "as is" and where available, and Expedia Travel and its Corporate Affiliates make no representations or warranties with regard to the same. Expedia Travel and its Corporate Affiliates expressly disclaim all implied warranties, obligations and liabilities arising by law or otherwise, with respect to the Specifications and Dynamic Feed including without limitation any (i) implied warranty of merchantability, satisfactory quality or fitness for a particular purpose; (ii) implied warranty arising from course of performance, course of dealing or usage of trade; or (iii) implied warranty of non-infringement. Expedia Travel shall have no liability to Publisher or any Users for any failure of the systems of Expedia Travel.

7. INDEMNIFICATION

a. General Indemnity. Publisher shall indemnify, defend and hold harmless Expedia Travel and its licensees, and each of its officers, shareholders, directors, employees and agents (collectively, the “Indemnified Parties”) from and against any and all liabilities, obligations, losses, damages, claims, demands, suits, actions, deficiencies, penalties, taxes, levies, fines, judgments, settlements, costs, expenses, legal fees and disbursements, and accountants’ fees and disbursements (collectively, “Claim” or “Claims”) incurred by, borne by or asserted against any of the Indemnified Parties in any way relating to third-party claims that arise out of or result from: (i) Publisher’s performance, failure to perform or improper performance under (ii) any gross negligence or willful misconduct of any employee or subcontractor of the Publisher; (iii) breach of any representation, warranty or covenant of the Publisher contained in these Conditions; or (iv) any actual or alleged infringement of any patent, copyright trademark, trade name, trade secret or other proprietary or intellectual property right by any service or product, including software, delivered by the Publisher pursuant to these Conditions.

b. Indemnification Procedures. In connection with any Claims, Expedia Travel shall: (i) give the Publisher prompt written notice of the Claim (provided that any delay in notification will not relieve the indemnifying of its obligations hereunder except to the extent that the delay impairs its ability to defend; (ii) cooperate reasonably with the Publisher (at the Publisher’s expense) in connection with the defense and settlement of the Claim; and (iii) permit the Publisher to control the defense and settlement of the Claim, provided that (A) the Publisher may not settle the Claim without Expedia Travel’s prior written consent if such settlement includes any admission of civil or criminal liability by Expedia Travel or would otherwise result in any unindemnified damages on the part of Expedia Travel, and (B) Expedia Travel (at its cost) may participate in the defense and settlement of the Claim with counsel of its own choosing.

8. LIMITATION OF LIABILITY.

Except for the obligations set forth in Section 8 (Indemnification) and claims arising under Section 10 (Confidentiality) or the gross negligence or willful misconduct of a party, under no circumstances shall either party, its affilates (including the Corporate Affiliates), or related companies be liable to the other party or any third party for: (i) any special, indirect, incidental, or consequential damages (including but not limited to such damages arising from breach of contract or warranty or from negligence or strict liability), or for damages of any kind for interrupted communications, lost business, lost data or lost profits, arising out of or in connection with these Conditions, even if such Party has been advised of (or knows or should know of) the possibility of such damages; or (ii) an amount greater than the aggregate amounts paid by TradeDoubler under the Publisher Program Agreement . Nothing in these Conditions limits either Publisher or Expedia Travel’s liability for personal injury or death caused by negligence or for fraud.

9. CONFIDENTIALITY

If the parties have executed a valid and currently effective non-disclosure agreement that covers exchanges of confidential information arising out of or related to these Conditions (an “NDA”), then the terms of such NDA will govern and control all such exchanges of information. In the event of any conflict between the NDA and these Conditions, the NDA will take precedence. If no such NDA exists, then 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 these Conditions); (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 these Conditions, any entity that controls, is controlled by or is under common control with a party will not be considered a third party.

10. GENERAL

a. Expedia Travel may set off against any obligation it has to the Publisher any sum owing by Expedia Travel or its Corporate Affiliates to the Publisher on any account whatsoever in any currency in any jurisdiction and whether or not such sum is immediately due and payable.

b. These Conditions shall be construed and controlled by the laws of England and Wales, and each party further consents to non-exclusive jurisdiction by the English courts. Process may be served on either party by Royal Mail, postage prepaid, certified or registered, return receipt requested, or by such other method as is authorized by law. If either Expedia Travel or Publisher employs legal advisors to enforce any rights arising out of or relating to these Conditions, the prevailing party shall be entitled to recover reasonable legal fees and costs, including expert witness fees, on a solicitor-client basis.

c. If the performance of these Conditions or any obligation hereunder is prevented, restricted or interfered with by any act or condition whatsoever beyond the reasonable control of the affected party, including but not limited to the failure of suppliers to provide applicable travel inventory, 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.

d. Neither party may assign or transfer these Conditions, or any portion thereof, to any third party unless the other party expressly consents to such assignment in writing; provided, however, that Expedia Travel may assign its rights and/or obligations under these Conditions to a Corporate Affiliate without prior consent. Subject to the limitations set forth herein, all terms and provisions of these Conditions shall be binding upon and inure to the benefit of the parties hereto and each of their permitted transferees, successors, administrators, heirs, and permitted assigns. For the purposes of these Conditions, 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.

e. In the event that any provision of these Conditions is found invalid or unenforceable pursuant to judicial decree or decision, the remainder of these Conditions shall remain valid and enforceable according to its terms.

f. Notwithstanding any provision to the contrary in these Conditions and in accordance with the Contracts (Rights of Third Parties) Act 1999 Publisher acknowledges and agrees that Expedia Travel shall be entitled to directly enforce against Publisher the benefits conferred upon it by these Conditions which Publisher hereby confirms: (i) have been made available to Publisher by TradeDoubler prior to Publisher joining the relevant Publisher Program; and (ii) are expressly incorporated into and form part of the Publisher Program Agreement in respect of Publisher joining such Publisher Program.

g. Expedia Travel reserves the right, at its discretion to make changes to these Conditions from time to time. Should these Conditions be amended, Expedia Travel will publish details of the amendments on the TradeDoubler Interface with reasonable notice. By continuing to participate in the relevant Publisher Program, Publishers agree to be bound by the Conditions as amended.

h. These Conditions constitutes the entire and exclusive agreement between the Parties regarding the subject matter hereof, and supersedes all prior or contemporaneous oral or written agreements and understandings. Nothing in these Conditions shall limit liability for any representations made fraudulently.No waiver of any term, condition or obligation of these Conditions will be valid unless made in writing and signed by the party to which such performance is due. No failure or delay by any party at any time to enforce one or more of the terms, conditions or obligations of these Conditions will (i) constitute waiver of such term, condition or obligation, (ii) preclude such party from requiring performance by the other party at any later time, or (iii) be deemed to be a waiver of any other subsequent term, condition or obligation, whether of like or different nature.