Service Subscription Agreement

This Service Subscription Agreement is entered into between DirectWithHotels Ltd. (DWH) and the Hotel Partner seeking to secure more direct bookings online because direct is most profitable & online is todays way to book travel.

The DirectWithHotels Service Tiers (Bronze | Silver | Gold)

Refer to www.directwithhotels.com for more details.
Service Tier BRONZE (3%)
None

Performance-based fee SILVER (6%)

None

GOLD (10%)*
Paid advertising on Google, Yahoo! & Bing On-page and offpage online marketing Internet Booking Engine adaptive to PC, Tablet & Smart-phones integrated into hotel website New hotel website designed & built for optimal conversion on PC, tablet and smartphone devices (includes hosting) Simple web-based extranet to manage room inventory and rate-plans (nightly rates, early bird discounts, free night offers, etc.) Channel Management System (unlimited supported** OTA channels) offering shared inventory to popular OTAs (Agoda, Booking.com, Expedia, Etc.)

ATTRACT
online marketing that works

CONVERT
visitors into more instantly confirmed, payment guaranteed bookings via any device (PC, tablet or smart-phone)

Internet Booking Engine adaptive to PC, Tablet & Smart-phones integrated into hotel website

MANAGE
increasing bookings with a simple, passwordprotected web interface

Simple web-based extranet to manage room inventory and rate-plans (nightly rates, early bird discounts, free night offers, etc.) Channel Management System (up to 5 supported** OTA channels) offering shared inventory to popular OTAs (Agoda, Booking.com, Expedia, Etc.)

Internet Booking Engine adaptive to PC, Tablet & Smart-phones integrated into hotel website New hotel website designed & built for optimal conversion on PC, tablet and smartphone devices (includes hosting) Simple web-based extranet to manage room inventory and rate-plans (nightly rates, early bird discounts, free night offers, etc.) Channel Management System (up to 10 supported** OTA channels) offering shared inventory to popular OTAs (Agoda, Booking.com, Expedia, Etc.)

More direct bookings online track record

5 to 10% within 6 months

10-20% within 6 months

minimum 25% within 6 months

* recommended if more direct bookings onlinetherefore more profitis the primary objective as GOLD includes paid online marketing for the hotel brand. ** to support our channel management reliability & accuracy standard, DWH connects only with OTAs that are Open Travel Alliance compliant and provide a 2-way XML Interface. For a listing of the latest OTA channels supported please go to www.directwithhotels.com/channels.

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Service Subscription Agreement

Hotel Partner Commitments
1. Prioritize your Hotel Website to generate more profitable revenue: 1.1 Give your Hotel Website room inventory to sell until the Last Room Available (LRA); 1.2 Configure at least 1 rate-plan for 14-month rolling availability (so that Guests trying to book well in advance find rooms to buy); 1.3 Practice rate & rate-plan parity such that your Hotel Website has rate plans (i.e. rate + conditions + inclusions + cancellation policy) that are the same or lower than the Online Travel Agents; Give your brand visibility online by listing with popular Online Travel Agencies (e.g. Agoda, Booking.com, Expedia, etc.); Manage your brand online by being responsive to reviews written and posted by your Guests on websites such as TripAdvisor, Google Hotel Finder, etc. Verify your Google Places page, your Hotels authoritative source of content for Google websites (including the increasingly important Google Hotel Finder): 1.1 If a verified Google Places page exists, provide DWH with your Google Places username and password for optimization (recommended but optional); 1.2 If no verified Google Places page, DWH will work with you to create, owner verify and optimize a Google Places page.

2. 3. 4.

Win/Win Pricing & Billing

1. Pricing: the performance-based service fee % (exclusive of taxes & fees), the amount dependent on whether the service tier is BRONZE, SILVER or GOLD); 2. Billing: the same pricing % (performance-based service fee) is charged to the Guests credit card at the time of booking as a pre-payment deposit. The balance is paid direct by the Guest to the Hotel upon check-in or check-out (subject to the Hotels policy). The DWH service fee is therefore collected via the pre-payment deposit, keeping billing simple. Example: 1. Hotel subscribes to GOLD service for 10%; 2. Guest makes booking for $200 in room revenue (exclusive of 5% taxes & 12% service fee); 3. Guest pays via their credit card a $20 (10%) deposit; 4. Balance of $180 + taxes & fees + hotel folio items paid by Guest to Hotel at check-out.

Activation Schedule 1. Getting started is done in two phases, the first phase involves getting the Internet Booking Engine
installed on the Hotel Website, irrespective of the service tier; this takes up to 7 calendar days upon completion of the hotel information requirements (room-types, rate-plans, policies, etc.); 2. For Channel Management System subscribers (SILVER & GOLD), the activation schedule will be committed once the following conditions are met: (a) phase 1 has reached completion and the Internet Booking Engine has been live and producing instantly confirmed bookings for at least 1 full calendar month; and (b) upon hotel sign-off on the DWH-recommended rate-sheet (prepared by a DWH channel management consultant) to achieve more direct bookings online); this ratesheet will guide the mapping of room-types and rate-plans to the supported channels.
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Service Subscription Agreement

Terms
1. 2. Duration of agreement: the duration of this agreement is for 1 year with automatic renewal on a yearly basis unless a notice of termination is served. Termination of agreement: either party may terminate this agreement at any time, for any reason; a 60-day notice period is required to ensure proper turnover. The Hotel Partner must continue to honor all bookings that have been made and will be made until the 60-day notice period expires and all services have been properly deactivated. Failure to comply with these terms of termination forfeits any remittances owing to the Hotel Partner on account of refunds and/or cancellation and no-show penalties that have been collected (if any). Deactivation of Advertising Campaigns: DWH reserves the right to deactivate any and all advertising campaigns being managed and/or funded by DWH should room availability and/or rate-plan and rate parity commitments not be met by the Hotel Partner. Collection of Cancellation & No-show penalty revenues: DWH will exercise best efforts to collect cancellation & no-show penalty revenues as they arise; should the Guest not honor hotel policies and refuse (via chargeback request to the bank that issued the credit card), and should DWH be unable to get the issuing bank to reverse the chargeback, then DWH will compensate the Hotel Partner by refunding the service fee on the booking in question. Limitation of liability: should losses of any kind arise from the use of any of DWHs services, under any circumstances, for any given period of time, the maximum liability owing to the Hotel Partner under any ruling, legal or otherwise, shall not exceed 1 (one) months service fee for the month in which the issue first occurred. Amendments: this agreement may only be amended by mutual consent of both parties. Version upgrades: to optimize quality of service, DWH requires that all Hotel Partners use the latest version of the system and services, provided at no additional cost to the hotel partner, unless advised differently by DWH. Limitations: except as authorized by this agreement, the Hotel Partner shall not: copy the products and/or services of DWH; cause or permit de-compilation or reverse assembly of all or any portion of the DWH products and/or services; authorize or permit its employees, agents, contractors, or other third parties to access DWH products and services except as permitted by this agreement. Limitation of liability: should any monetary losses arise from the use of any and all of DWHs services, under any circumstance, for any given period of time, the maximum liability owing to the Hotel Partner by DWH will be either (a) the actual loss incurred as verified by DWH, or (b) the service fee accrued during the 1 month prior to the start of the incident leading to any loss, whichever is lower. Intellectual Property: the Hotel Partner agrees that it has no proprietary interest in any intellectual property rights associated with DWH, including the copyright of all software, website design, call-to-action buttons, instructional materials, and other works, which remain vested in and the absolute property of DWH. Indemnity: the parties shall defend, indemnify, and hold each other (and their employees, officers, and directors) harmless from any and all losses, damages, liabilities, costs, and expenses incurred by any such indemnified parties as a result of or arising from any breach of this agreement by the respective parties. Governing Law: this agreement will be interpreted in accordance with the laws of the United Kingdom.
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Service Subscription Agreement

13. 14. Arbitration: in the event of any dispute between the parties with respect to this agreement, the dispute shall be referred to and resolved via arbitration using a neutral arbiter of mutual consent. Jurisdiction: legal action or proceedings arising out of or in connection with this agreement (proceedings), the parties hereby irrevocably submit to the exclusive jurisdiction of the courts of the United Kingdom and waive any objection to proceedings on grounds that the proceedings have been brought in an inconvenient forum. Languages: This agreement is drawn up in the English language. Any translation into another language is for interpretation and convenience only. In case of conflict between the English language version and such translation, the English language version shall prevail.

15.

SIGNATORY CONFIRMATION OF SERVICE TIER (X)

BRONZE X SILVER GOLD

Signatories
DirectWithHotels Ltd. (DWH)

Hotel Partner > Company Name 3 Old Street, St. Helier Jersey, JE2 3RG British Isles / Islas Britnicas DirectWithHotels > Address Hotel Partner > Address

Emiliano Zulberti DirectWithHotels > President and CEO

Hotel Partner > Signatory name, title and signature

Sales Partner Name

Date

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