Website Linking And License Agreement

This Agreement is entered into on this date, effective as of the date provided in Section 11 hereof, by and between The Magic For Less Travel, herein "TheMagicForLess.com" located at: 210 Noll Avenue, Pittsburgh, PA, and applicant, hereafter referred to as “The Affiliate”.

The addresses of the parties to this Agreement as well as the dates of execution of this Agreement by TheMagicForLess.com and Affiliate are set forth on the signature page.

Recitals
A. This Agreement is qualified in its entirety by the definitions set forth in Section 1 of this Agreement. Terms or phrases not specifically defined in Section 1 should be read in accordance with their general usage and context within this Agreement. All defined terms or phrases are identified with a bold face font and the first letter of each defined word or the first letter of each word in a defined phrase is capitalized throughout this Agreement.

B. TheMagicForLess.com will provide its affiliate with an affiliate code to be used in order to track reservation origination.

C. TheMagicForLess.com and Affiliate agree to the following terms and conditions:

1. Defined Terms. The terms set forth in this Section are defined as follows:
(a) "Affiliate Clients" mean clients originating from the Affiliate Site who purchase travel from TheMagicForLess.com. An Affiliate Client will also be deemed a client of TheMagicForLess.com.
(b) "Affiliate Site" means the World Wide Web site or sites owned and operated by Affiliate that contains an TheMagicForLess.com Link accepted as to substance, background image, color, look and feel by Affiliate and which is identified by its URL designation set forth on the signature page of this Agreement.
(c) "TheMagicForLess.com Link" means the URL link, provided to Affiliate by TheMagicForLess.com for placement on the Affiliate Site, 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 Page on TheMagicForLess.com site.

2. Obligations of TheMagicForLess.com.
(a) Provide all information necessary to allow The Affiliate to make appropriate Links from Affiliate Site to TheMagicForLess.com.
(b) Be solely responsible for all aspects of processing orders and fulfillment of travel requests placed on TheMagicForLess.com by clients identifying themselves as originating from the Affiliate Site, including, but not limited to reservation, payment processing, cancellations, and related Client services. TheMagicForLess.com reserves the right, in its sole discretion, to reject clients.
(c) Be solely responsible for tracking the volume and amount of sales placed on the TheMagicForLess.com that are generated by your web site, and for providing information to you regarding sales statistics.
(d) A report of activities will be sent quarterly for months generating bookings, or client travels made through the affiliate links. No reports will be sent if the account generated no reportable activities.

3. Obligations of Affiliate Site.
(a) Place a link in the form of banner, button or text which links to TheMagicForLess.com.
(b) Establish and maintain any Links placed on the Affiliate Site. Affiliate Site will be solely responsible for ensuring that Links to TheMagicForLess.com are properly formatted.
(c) TheMagicForLess.com at its sole discretion may monitor your web site at any time to determine if you are in compliance with the terms and conditions of this Agreement.


4. Limited License.
(a)Grant of License to Affiliate. TheMagicForLess.com grants to Affiliate during the term of this Agreement, a non-exclusive worldwide limited license:
(i) to provide to users of the Affiliate Site access to the TheMagicForLess.com and
(ii) at the Affiliate's sole cost and expense, the Affiliate may create materials that incorporate elements of or information contained in the TheMagicForLess.com Proprietary Site and copy, display, publish and distribute the content of the TheMagicForLess.com for promotional purposes. Each party hereby grants to the other during the term of this Agreement the right to use such trademarks or trade names of the granting party as may be agreed upon (in a separate writing) for inclusion in the Affiliate Site, the TheMagicForLess.com Site, the TheMagicForLess.com Proprietary Link and the Designated Affiliate Pages as long as the granting party maintains quality control over the marks and any use of the marks inures to the benefit of the granting party. Affiliate shall prominently display on the Affiliate Site the phrase "TheMagicForLess.com" on all TheMagicForLess.com search form pages.
(b) Grant of License to TheMagicForLess.com.
Upon obtaining the prior written consent of Affiliate, the Affiliate grants to TheMagicForLess.com 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 for which the written consent is given.

5. Exclusivity. Affiliate shall agree to only offer or market travel booking products or services through TheMagicForLess.com during the term of this Agreement, either directly on the Affiliate Site, or indirectly through advertisements or links on the Affiliate Site. The exception shall be any existing travel self booking engines on the Affiliate’s site.

6. Compensation and Payment. TheMagicForLess.com agrees to pay to the Affiliate a commission calculated as set forth on Exhibit A.

7. Limited Warranty;
Indemnity.
(a) Limited Warranty. TheMagicForLess.com warrants that
(i) to the best of its knowledge, it has the right to provide the content of the TheMagicForLess.com Site and
(ii) to the best of its knowledge, at the time of delivery of the content of the TheMagicForLess.com Site and the Designated Affiliate Pages, such content will not materially violate or infringe the rights of any third party.
Similarly, Affiliate warrants that
(i) to the best of its knowledge, it has the right to provide the content of the Affiliate Site and any information provided to TheMagicForLess.com by Affiliate for inclusion in the TheMagicForLess.com Link or the Designated Affiliate Pages and
(ii) to the best of its knowledge, at the time of delivery of the content or information provided to TheMagicForLess.com by Affiliate for inclusion in the TheMagicForLess.com Link or the Designated Affiliate Pages, such content or information will not materially violate or infringe the rights of any third party.
(b) Indemnity. In the event of any claim by any third party against TheMagicForLess.com arising out of a breach of Affiliate's warranty contained in Section 8(a), Affiliate shall defend such claim, suit or action in TheMagicForLess.com's name but at Affiliate's expense. Affiliate shall indemnify and hold harmless TheMagicForLess.com 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.

8. Confidential Information.
(a) Financial Information as Confidential Information. The financial information regarding the calculation of and the amounts paid hereunder by TheMagicForLess.com as provided in Section 6 and Exhibit A to Affiliate shall be considered Confidential Information.
(b) Management of Confidential Information. Each party agrees that:
(i) all Confidential Information shall remain the exclusive property of the owner;
(ii) it shall maintain, and shall cause its employees and agents and subcontractors to maintain, the confidentiality and secrecy of the other party's Confidential Information;
(iii) it shall take all reasonable action necessary to ensure that its employees and agents do not copy, publish, manipulate, disclose to others or otherwise use the Confidential Information of the other party; and
(iv) it shall return or destroy all copies of the other parties Confidential Information upon request of the other party, and indemnify and hold harmless the owner from and against all damages and expenses (including attorney fees and costs) arising from a breach of this provision.
(c) Exclusion to Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it
(i) is or becomes a part of the public domain through no act or omission on the part the receiving party,
(ii) is disclosed to third parties by the owner without restriction on such third parties,
(iii) is in the receiving party's possession, without actual or constructive knowledge of an obligation of confidentiality with respect thereto, at or prior to the time of disclosure under this Agreement,
(iv) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto,
(v) is independently developed without access or reference to the disclosing party's Confidential Information, or
(vi) is released from confidential treatment by written consent of the disclosing party.

9. Limitation on Damages.
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL THEORY FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT.

10. Effectiveness. This Agreement shall be effective upon the date that TheMagicForLess.com Link or the Designated Affiliate Pages becomes available to the Affiliate.

11. Agreement Term; Termination.
(a) Term of Agreement. The term of this Agreement shall commence on the date of execution by TheMagicForLess.com as set forth on the signature page of this Agreement and, unless terminated earlier under Section 12(b), shall terminate one (1) years from the date on which the term of this Agreement commenced. Renewal of agreement for the same term shall be automatic unless either party notifies the other with a thirty (30) day notice.
(b) Termination for Default. If either party shall materially breach any provision contained in this Agreement and such breach shall not have been cured within thirty (30) days after written notice thereof has been given to the appropriate party, the party giving such notice may then give further written notice to such other party terminating this Agreement, in which event this Agreement and rights granted hereunder shall terminate on the date specified in such further notice. The foregoing sentence will be disregarded if either party in its sole judgment believes that the breach by the other party of this agreement constitutes an immediate and material threat to its integrity and this Agreement shall terminate immediately without the requirement of any notice to the other party.
(c) Removal Upon Termination. Upon the termination of this Agreement for any reason, the Affiliate shall be responsible for removal of links to the Designated Affiliate Page(s) through the TheMagicForLess.com Link, and the license under Section 3 hereof shall automatically terminate.
(d) Survival of Payment Obligations. Termination of this Agreement shall not affect the obligation of either party to pay the amounts owing or to become owning pursuant to this Agreement on or before the date of such termination.

12. Miscellaneous.
(a) 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.
(b) Relationship of the Parties. Notwithstanding anything to the contrary, this Agreement does not and shall not be deemed to constitute a partnership or joint venture between the parties and 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.
(c) Press Releases/Announcements/Collateral. 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.
(d) Applicable Law. In the event either party brings an action against the other based on a controversy or claim arising out of or relating to this contract, or breach thereof, or for the purpose of resolving any dispute relating to the subject matter of this Agreement the parties agree that
(1) if the action is initiated by TheMagicForLess.com, venue of the proceeding will be in the county and state where the principal offices of the Affiliate are located (as set forth below) and the state or federal court in which the action is brought will have exclusive jurisdiction over the parties and this Agreement will be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and performed in Florida without regard to conflict of law principles;
(2) if the action is initiated by Affiliate, venue of the proceeding will be in Pittsburgh, Pennsylvania and the state or federal court in which the action is brought will have exclusive jurisdiction over the parties and this Agreement will be governed by and construed in accordance with the laws of the State where the principal offices of the Affiliate are located (as set forth below) applicable to contracts made and performed in that state without regard to conflict of law principles.
(e)Assignment; Amendment; Entire Agreement.
Neither party shall assign this Agreement in whole or part without the prior written consent of the other party except that either party may assign this Agreement in its entirety to its parent, any subsidiary in which it holds a majority voting interest, or any affiliate or in connection with a merger, reorganization or sale of a substantial part of the business to which this Agreement relates. This Agreement sets forth the entire agreement and understanding of the parties hereto concerning the subject matter hereof; supersedes and replaces all prior agreements, arrangements, and understandings between the parties; and may be amended, modified, superseded or canceled only by a written instrument executed by both parties.
(f) Transfer of Affiliate Site. Prior to the sale or transfer of the Affiliate Site, Affiliate shall obtain to the agreement of the transfer to be bound by the terms of this Agreement.

EXHIBIT A
TheMagicForLess.com Commission Schedule
TheMagicForLess.com agrees to pay Affiliate a commission according to the following schedule with respect to travel booked by Affiliate Clients through the TheMagicForLess.com Site:
(i) The commission shall be considered “earned” when the client travels. If a client cancels their reservation prior to traveling, no commission shall be paid.
(ii) The commission shall be paid on a monthly basis, on approximately the 15th of the month following the commission report if the minimum payout amount of US$25.00 has been reached. If the commission falls below $25.00, the amount shall be carried over to the next month.
(iii) The commission shall be (1) one percent dependent on the Base Price of the vacation package. The Base Price is calculated as the price of the reservation minus any applicable taxes, resort fees, port charges, promotions, etc., that do not generate revenue for TheMagicForLess.com.