THIS IS A LEGAL AGREEMENT BETWEEN YOU AND www.teetimescanada.com (TT) BY CLICKING ON THE "ACCEPT" BUTTON YOU AGREE THAT YOU ARE AFFIRMATIVELY STATING THAT YOU HAVE CAREFULLY READ AND UNDERSTAND THE TERMS SET FORTH IN THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

TO JOIN YOU MUST BE AN INDIVIDUAL OVER THE AGE OF EIGHTEEN (OR ANY HIGHER AGE REQUIRED UNDER THE LAWS OF YOUR PLACE OF DOMICILE IN ORDER TO ENTER INTO CONTRACTS), A CORPORATION, LIMITED PARTNERSHIP, LIMITED LIABILITY COMPANY OR ANOTHER KIND OF ENTITY RECOGNIZED BY THE LAW AS A LEGAL PERSON SEPARATE FROM ITS OWNERS.

YOU MAY NOT JOIN IF YOU DO NOT SATISFY THE REQUIREMENTS OF THE POLICIES REFERRED TO IN THE FOLLOWING AGREEMENT.

BY CLICKING ON THE "ACCEPT" BUTTON, YOU AGREE TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT.

"Affiliate Site" means one or more of your Web sites, and any successor Web site to those sites, once you have been accepted into the Program.

"Banner Advertisements" means those certain rotating or permanent banner advertisements created and provided by TT to you containing a Linking URL that are located on your Affiliate Site, and are no larger than 460 pixels by 60 pixels (or such other dimensions as the parties may from time to time agree upon), which permits Users to navigate directly to a page on TT as selected by TT. You agree not to revise, change or modify any Banner Advertisement provided by TT to you for placement on your Affiliate Site.

"Click-Through" means each instance in which a User navigates to and fully loads a page on the TT Web site. As used herein, a page "fully loads" when the entire page is displayed on the electronic device that has accessed the page.

"Frame" shall mean the process of the division of Web site pages into multiple, scrollable regions and windows which may operate independently of each other.

"TT" shall mean www.teetimescanada.com

"Link" shall mean hypertext, text, banner, logo and contextual links ("Graphical Image") which permit a user to go from one party's Web site to another by clicking on the Graphical Image.

"User" means individuals or entities that access TT directly from your Affiliate Site.

If you are accepted into the Program: You shall prominently display and maintain the icons provided to you by TT, or any addition to or substitute thereof that TT may provide to you from time-to-time during the term of this Agreement, on your Affiliate Site which shall Link directly to TT.

In no event shall you or your agents make or extend any representation or warranty on TT's behalf with respect to TT, the TT Web site or the services available therein.

You warrant and represent to TT that your Affiliate Site: (i) is in compliance with all applicable laws and regulations; (ii) does not contain any material that is fraudulent, defamatory or obscene; and (iii) is suitable in all respects to Link to or to Frame, if approved by TT, the TT Web site. You agree that your Affiliate Site will not, in any way, copy or resemble the Look and Feel of the TT Web site nor will you create an impression that your Affiliate Site is TT or part of TT, nor will you frame any page on the TT Web site being viewed by a User of your Affiliate Site without the prior written approval of TT. You agree that during the term of this Agreement, your Affiliate Site shall not contain any of the Content Restrictions described above, nor shall it disparage TT or the TT Affiliate Program in any way. TT may test your Affiliate Site's URL, and if such URL is not in compliance with the terms and conditions herein TT, at its sole discretion may (i) remove such non-conforming URL; and/or (ii) terminate this Agreement.

You agree not to resell, assign, sublicense or otherwise provide to any third person any of Your rights or benefits, or transfer or delegate any of Your obligations, under this Agreement without the prior written consent of TT.

You agree that You are solely responsible for all tax obligations due to all taxing authorities arising from or in connection with Your participation in the TT Affiliate Program, including federal, state, provincial, local and foreign withholding taxes, FICA, FUTA, Social Security, Medicare, SUI and any and all other federal, state, provincial, local and foreign taxes. In addition, You agree that payments to You by TT shall be subject to withholding under any applicable tax law, rule or regulation. You shall promptly provide TT with any information it reasonably requests in order to determine if withholding is required. If TT acts for any affiliate in disbursing any payment due from it to You, then You authorize TT to withhold taxes from payments to You that it believes in good faith are required. Without limiting the generality of the foregoing, You agree that, as between You and TT, You are solely responsible for calculation and payment or collection of, accounting for and issuing or obtaining invoices relating to any applicable Value Added Taxes including good and services taxes.

TT shall provide customer support and fulfillment services to Users in accordance with TT's then-current standard terms and conditions and standard customer service policies and procedures applying generally to users of TT. You acknowledge that TT reserves the right to refuse to provide customer/fulfillment services to a User for a variety of reasons, including but not limited to: (a) purchase rejection by applicable credit card company; (b) inability to authenticate credit card; (c) inability to authenticate card holder; and (d) User's purchase history with TT and/or TT's Affiliates.

TT will own all data generated by Users of TT, and all of the terms and conditions, rules, policies and operating procedures of TT (including but not limited to policies relating to the use of customer personal identification information, customer orders, customer service and ticket fulfillment) will apply to such Users of TT; and TT reserves the right to change such terms and conditions, rules, policies and operating procedures at any time.

Fee Structure
You are eligible to earn referral fees on all sales during the term of this Agreement, where the User follows a Link from your Affiliate Site directly to TT and that User, using TT's online travel and booking system, successfully effectuates an order. TT will pay you a referral fee only if the User is tracked on TT's internal online ordering system from the time the Link is initiated on your Affiliate Site to the time of the sale. You agree that no Transaction Fees will be paid if the User cannot be tracked by TT's internal ordering system. Payment for all orders are based on fulfilled orders (揊ulfilled Orders?meaning reservation(s) is confirmed and the customer has participated in the activity(s) ordered. Cancellations will be deducted from the monthly total sales. Any cancellation fees are NOT eligible for commissions.

Transaction Fees shall be paid as follows:
TT will pay you a referral fee of five to seven percent (5-7%) based on the retail value of each sale (before tax) on each completed activity booked. Monthly payments will be made, on all completed activities, to the affiliate providing that their accumulated referral fees over the month are at least $50.00. Referral fees equaling an amount less than $50.00 will be rolled over to the next month.

Payments
Within thirty (30) days after the end of each month during the term of the Agreement with respect to which TT owes you any referral fees, TT will furnish you a statement together with payment for any amount due to you. The statement will contain information sufficient to discern how the payment was computed. TT will remit all payments owed to you to your address provided in the Program Application submitted in accordance with this agreement.ALL MONIES WILL BE PAID IN US CURRENCY

Modification
TT may modify any of the terms and conditions contained in this Agreement, at any time in its sole discretion. Notification to you of any change by e-mail or posting of a change notice on TT and/or the Internet site of any designated Reporting Agent, as described above, at its sole option, shall be considered sufficient notice to you of a modification to the terms and conditions of this Agreement. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and Program rules. If any modification is unacceptable to you, your recourse is to terminate this Agreement. Your continued participation in the Program following our posting of a change notice or a new agreement on TT will constitute binding acceptance of the change.

Covenant Not To Compete
You hereby warrant, represent and covenant that, upon TT's approval of your Program Application, you shall not develop any Web site which either directly or indirectly competes with the TT Web site or provides services similar to the TT Web site for a period of one year after the date of termination of this Agreement.

Term And Termination
This Agreement shall commence upon our acceptance of your Program Application and shall continue until terminated by either party. Either party may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Written notice can be in the form of mail, email or fax. You are only eligible to earn Transaction Fees occurring during the term of the Agreement, and commissions earned through the date of termination will remain payable in accordance with this Agreement. If this Agreement is terminated because (i) you have violated the terms of this Agreement, or (ii) your Affiliate Site becomes subject to the Content Restrictions set forth above, you are not eligible to receive any commission payments, even for commissions earned prior to termination. TT reserves the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid. Upon termination or expiration of this Agreement for any reason, you shall immediately remove any icon or link from your Affiliate Site.

Indemnification
You hereby agree to indemnify, defend, and hold harmless TT and its Affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' or other professionals' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that TT's use of Your Marks infringe any trademark, trade name, service mark, copyright, license, other intellectual property rights, or any other right of any third party whether in contract or in tort, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your Affiliate Site including, without limitation, content therein not attributable to TT.

TT WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE PROGRAM, EVEN IF TT HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, TT'S AGGREGRATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE PROGRAM SHALL BE SOLELY LIMITED TO COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT. THE FOREGOING LIMITATION SHALL APPLY REGARDLESS OF THE CAUSE OF ACTION UNDER WHICH SUCH DAMAGES ARE SOUGHT.