HOTEL USER AGREEMENT

THE FOLLOWING DESCRIBES THE TERMS ON WHICH LEXYL TRAVEL TECHNOLOGIES, LLC OFFERS YOU ACCESS TO OUR SERVICES. Welcome to the user agreement (the "Agreement" or "User Agreement") for Lexyl Travel Technologies, LLC. This Agreement describes the terms and conditions applicable to your use of our services available under the domain and sub-domains of HotelPlanner.com. If you do not agree to be bound by the terms and conditions of this Agreement, do not use or access our services. You must read, agree with and accept all of the terms and conditions contained in this User Agreement and the Privacy Policy, which include those terms and conditions expressly set out below and those incorporated by reference, before you may become a member of HotelPlanner.com. The Company may amend this Agreement at any time by posting the amended terms on the Site. Except as stated below, all amended terms shall automatically be effective 30 days after they are initially posted on the Site. This Agreement may not be otherwise amended except in a writing signed by you and HotelPlanner.com. This Agreement is effective upon acceptance in registration for new registering users. 1. Membership Eligibility. Our services are available only to, and may only be used by individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, our services are not available to children (persons under the age of 21) or to temporarily or indefinitely suspended HotelPlanner.com members. If you are under the age of 21, you cannot use this service. Persons under the age of 21 may not use this service to make reservations at any property in Las Vegas, Nevada, United States. If you do not qualify, please do not use our Site. Further, your HotelPlanner.com account (including feedback) and User ID may not be transferred or sold to another party. If you are registering as a business entity, (i.e. Travel Agency, Wholesaler, Group Coordinator, Hotel, or other Travel Services Vendor.) you represent that you have the authority to bind the entity to this Agreement. Business entities using this service to receive rate quotes without ever contacting a vendor online are subject to account suspension or termination. If you are responding on behalf of a hotel, you must be a full time employee or owner of the hotel that has authorized access to the hotel's reservations system. 2. Fees and Services. Joining and listing groups at HotelPlanner.com is free for individuals, travel agents, group coordinators, and wholesalers. The Hotel and/or Travel Services Vendor is responsible for paying 10% commissions to HotelPlanner.com for actualized business referred from the basic free bidding. The hotel is responsible for tracking reservations on all groups. If hotel fails to track actualized rooms due to incomplete records, lost or stolen records, or technical failure, then the hotel must pay 10% commission on all requested rooms as found in the online client request for proposal. HotelPlanner.com will pay a 10% commission on hotel room revenue produced to all Travel Agents for group bookings processed through HotelPlanner.com minus our third party transaction fee of 5% of hotel room revenue produced. In the case an affiliate of Lexyl Travel Technologies, LLC is credited for the group booking, the Travel Agent commission may be reduced in order to compensate the affiliate. This third party transaction fee will include all hotel rate and information procurement, as well as database and website maintenance, in addition to commission collections performed by HotelPlanner.com. Travel agents must mail in hotel receipts per the cash back terms found on their hotel bid in order to claim commissions. The hotel is only responsible for paying 10% commission as stated above on actualized room revenue produced. If the hotel fails to pay the commission, HotelPlanner.com cannot be held liable for the unpaid commission. Travel Agent bookings are not eligible for any other rebates or cash back promotions through the HotelPlanner.com system. 3. HotelPlanner.com is a Venue. HotelPlanner.com is not an Auctioneer. The Site acts as a venue to allow the Hotel and/or Travel Services Vendor to sell rooms and/or services at any posted rate. The Company is not involved in the actual transaction between buyers and sellers. As a result, The Company has no control over the quality, safety or legality of the items advertised, the truth or accuracy of the listings, the ability of sellers to sell items or the ability of buyers to pay for items. The Company cannot ensure that a buyer or seller will actually complete a transaction. Identity Verification. The company uses many techniques to verify the accuracy of the information our users provide us when they register on the Site. However, because user verification on the Internet is difficult, HotelPlanner.com cannot and does not confirm each user's purported identity. We encourage you to communicate directly with the hotel or travel agency using the tools available on this site. Release. Because The Company is a venue, in the event that you have a dispute with one or more users, you release HotelPlanner.com (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." Information Control. The Company does not control the information provided by other users that is made available through our system. You may find other user's information to be offensive, harmful, inaccurate, or deceptive. Please use caution, common sense, and practice safe trading when using the Site. Please note that there are also risks of dealing with underage persons or people acting under false pretense. Additionally, there may also be risks dealing with international trade and foreign nationals. By using this Site, you agree to accept such risks and HotelPlanner.com is not responsible for the acts or omissions of users on the Site. 4. Bidding.

Periodically HotelPlanner. such as: when the Group Coordinator. (g) create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers. easter eggs or other computer programming routines that may damage. antidiscrimination or false advertising). Restricted Activities. Without limiting any other remedies. warn our community of your actions. Individuals. Wholesaler and/or Booking Party materially changes the group's description after you bid. or a signed agreement from the booking party. (b) The Company is unable to verify or authenticate any information you provide to us. The Company may limit your activity. and we act as a passive conduit for your online distribution and publication of Your Information. spider. settlement. lost or stolen records. discounts. reproduce. trademark. Predatory sales techniques are strictly prohibited. bidding or listing process. trade libelous. License. worldwide. (b) be fraudulent (b) infringe any third party's copyright. you agree to grant us a non-exclusive. temporarily suspend. Without limiting other remedies. 7. or technical failure. You are solely responsible for Your Information. Privacy. in any public message area or through any email feature. modify. Group Coordinators. Trojan horses. (c) violate any law. then the hotel must pay 10% commission on all requested rooms as found in the online client request for proposal. statute. immediately remove your bids or item listings. Your listings may only include text descriptions and other content relevant to the needs of the group. worms. and database rights (but no other rights) you have in Your Information.com may suspend or terminate your account if The Company suspects that you (by conviction. Fraud. the hotel must adjust the contracted group rate to be inline with other discounted group and transient rate promotions over the group's contracted dates at the group's contracted hotel. Definition. When posting a group booking for bidding you must be legally able to represent the booking party you list on the Site. HotelPlanner. patent. a clear typographical error is made. Your Information (or any groups listed) and your activities on the Site shall not: (a) be false. irrevocable. issue a warning. those governing export control. (iii) interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site. cancelbots. (d) be defamatory. If a contracted group rate has become uncompetitive for any reason. indefinitely suspend or terminate your membership and refuse to provide our services to you if: (a) you breach this Agreement or the documents it incorporates by reference. but not limited to. ordinance or regulation (including. Listing. (e) be obscene (f) contain any viruses. or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure. create derivative works from. Additionally. Your Information. If hotel fails to track actualized rooms due to incomplete records. surreptitiously intercept or expropriate any system. Travel Agent. Wholesaler. perpetual. Wholesalers and/or the Booking Party that they represent: By bidding on a group booking you agree to be bound by the conditions of sale included in the group's description so long as those conditions of sale are not in violation of this Agreement or unlawful. sublicensable (through multiple tiers) right to exercise the copyright. as applicable. 8. or (iv) bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Site. Travel Vendor. you cannot authenticate the Hotel. so that we are not violating any rights you might have in that information. data or personal information. HotelPlanner. Predatory sales techniques include. or (c) The Company believes that your actions may cause financial loss or legal liability for you. in any media now known or not currently known. are concurrently listed for sale on a web site other than HotelPlanner. Much of the information on the Site is updated on a real time basis and is proprietary or is licensed to HotelPlanner. or otherwise) have engaged in fraudulent activity in connection with the Site. detrimentally interfere with. Solely to enable HotelPlanner. Manipulation. trade secret or other proprietary rights or rights of publicity or privacy. but are not limited to offering special promotions.com's or you do not have a right to contract rates. An IATA Card is significant identification that you are a qualified listing agent. time bombs. 5. Travel Agent.com to use the information you supply us with. our users or us. you are obligated to complete the transaction with the Group Coordinator. The Site contains robot exclusion headers. and (h) link directly or indirectly to or include descriptions of goods or services that: (i) are prohibited under this Agreement. royalty-free. "Your Information" is defined as any information you provide to us or other users in the registration. unlawfully threatening or unlawfully harassing.com and the appropriate third party. Breach. insurance or escrow investigation. The Company stores and process your information on computers located in the United States that are protected by physical as well as technological security devices. The Company uses third parties to verify and certify our privacy . The hotel is responsible for tracking reservations on all groups. You must describe your group and all terms of sale on the group registration page of the Site.com will only use Your Information in accordance with our Privacy Policy. Group Coordinators and/or Booking Parties identity. inaccurate or misleading. distribute or publicly display any content (except for Your Information) from the Site without the prior expressed written permission of HotelPlanner. The company views the protection of users' privacy as a very important community principle. Listing Description. consumer protection.com by our users or third parties. 9. HotelPlanner. As a Hotel or Travel Services Vendor. Access and Interference. or directions for clients in an effort to incentivize them to work outside the system. The Company understands clearly that you and your information is one of our most important assets. Travel Services Vendors nor Hotels may manipulate the price of any item nor may you interfere with other user's listings or transactions. Bids are not retractable except in exceptional circumstances. unfair competition.com should always receive the hotel's lowest group rates. with respect to Your Information. Neither Travel Agents. scraper or other automated means to access the Site for any purpose without our express written permission. you agree that you will not: (i) take any action that imposes. Travel Agent. Bidding. (ii) copy.4. 6. You agree that you will not use any robot. publicity. Wholesalers. The Company does not sell or rent your personal information to third parties for their marketing purposes without your explicit consent and The Company will only use your information as described in the Privacy Policy.com will conduct group hotel rate audits on behalf of their group coordinators.

you or HotelPlanner. 15. 16. and employees. 12. No Warranty. or listing of groups. and shall cause its employees and agents and subcontractors to maintain. Confidential Information.principles. officers. disclose to others or otherwise use the Confidential Information of the other party. OUR SUBSIDIARIES. OFFICERS. or your violation of any law or the rights of a third party.com. agents.com agree that any claim or controversy at law or equity that arises out of this Agreement or our services ("Claims") shall be resolved in accordance with one of the subsections below or as otherwise mutually agreed upon in writing by the parties. OFFICERS. No Agency. Each party agrees that: (i) all Confidential Information shall remain the exclusive property of the owner. MERCHANTABILITY. provided that the party seeking the award has notified the other party in writing of the improperly filed Claim. OFFICERS. or (vi) is released from confidential treatment by written consent of the disclosing party.000. EMPLOYEES OR OUR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL. This Agreement shall be governed in all respects by the laws of the State of California as such laws are applied to agreements . employee-employer or franchiser-franchisee relationship is intended or created by this Agreement. Notwithstanding the foregoing.com strongly encourage you to first contact us directly to seek a resolution and the company will also consider reasonable requests to resolve the dispute through alternative dispute resolution procedures. Liability Limit. FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Client Information is strictly confidential and is for the sole intended use of contracting Lexyl group business at your hotel. (v) is independently developed without access or reference to the disclosing party's Confidential Information. Legal Compliance. partnership. on-line and/or based solely upon written submissions where no in-person appearance is required. IN NO EVENT SHALL THE COMPANY. If your hotel is not able to complete a contract with a group for any reason. the hotel is strictly prohibited from sharing the groups confidential contact information or referring our clients to any other hotels or organizations. (iii) is in the receiving party's possession. (c) Exclusion to Confidential Information. EMPLOYEES AND OUR SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE. You agree to indemnify and hold us and (as applicable) our parent. 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. 14. This warranty gives you specific legal rights and you may also have other legal rights that vary from state to state. Indemnity. DIRECTORS. as an alternative to litigation. OUR SUBSIDIARIES. such as mediation. In such cases. (ii) it shall maintain.COM. directors.com may elect to resolve the dispute through binding arbitration conducted by telephone. made by any third party due to or arising out of your breach of this Agreement or the documents it incorporates by reference. joint venture. manipulate. You and HotelPlanner. the arbitration shall be administered by the American Arbitration Association or JAMS in accordance with their applicable rules. EXPRESS. 10. DIRECTORS. Accordingly. ordinances and regulations regarding your use of our service and your bidding on. you and HotelPlanner. our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. IMPLIED OR STATUTORY. including reasonable attorneys' fees. Some states do not allow the disclaimer of implied warranties. without actual or constructive knowledge of an obligation of confidentiality with respect thereto. Any attempts to use this confidential information outside of its intended use are strictly prohibited by law. 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. and the other party has failed to withdraw the Claim. If the hotel would like to refer the client to a partner or sister hotel for any reason. so the foregoing disclaimer may not apply to you. (a) Confidential Information. harmless from any claim or demand. the hotel must be a registered user of the Lexyl system and must place a offer on the client's online group listing. and no agency. THE COMPANY. All Claims (excluding requests for injunctive or equitable relief) between the parties must be resolved using the dispute resolution mechanism that is selected in accordance with this Section by the first party to file a Claim. at or prior to the time of disclosure under this Agreement. statutes. Our current Privacy Policy is available on our privacy statement page. OUR SUBSIDIARIES. 13. DIRECTORS. If you object to your Information being transferred or used in this way please do not use our services. HotelPlanner. publish. Before resorting to these alternatives. the other party may recover attorneys' fees and costs up to $1000. subsidiaries. Binding Arbitration. HOTELPLANNER. (ii) is disclosed to third parties by the owner without restriction on such third parties. (iv) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto. In the event a dispute arises between you and HotelPlanner.com are independent contractors. (b) Management of Confidential Information. affiliates. OUR SERVICES OR THIS AGREEMENT (HOWEVER ARISING. Resolution of Disputes. EMPLOYEES AND OUR SUPPLIERS PROVIDE OUR WEB SITE AND SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION. For any Claim (excluding Claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10. (iii) it shall take all reasonable action necessary to ensure that its employees and agents do not copy. Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. or any other established ADR provider mutually agreed upon by the parties. You shall comply with all applicable domestic and international laws. the confidentiality and secrecy of the other party's Confidential Information. and (iv) it shall return or destroy all copies of the other parties Confidential Information upon request of the other party. General. INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR SITE. INCLUDING NEGLIGENCE). 11. Should either party file an action contrary to this Section 16.

the Hotels. act of god. or any other persons providing any of the services and accommodations to passengers.This Agreement shall be governed in all respects by the laws of the State of California as such laws are applied to agreements entered into and to be performed entirely within California between California residents. represents the entire agreement between the travel agent. This Section 7(d) shall survive the termination of this Agreement. or any implied warranty arising from course of performance. Indemnity.com arrange the services described on this site. or any other cause beyond HotelPlanner. Further. In no event shall Lexyl Travel Technologies. is required in connection herewith. or caused by strike. Infringement Proceedings. omission. and (2) use sound engineering and/or technical principles where applicable. or usage of trade. Every effort is made to ensure website accuracy at the time of publication. Those requiring guaranteed accommodations for those with disabilities or special needs are advised to communicate directly with the hotel. or for injury. diversions or substitution of hotels. however. partner. default or negligence of any person not a direct employee of HotelPlanner. or joint ventures of The Company.com's control. Each party warrants and represents that they shall (1) perform the services pursuant to this Agreement with competent and skilled personnel in a good and workmanlike manner consistent with applicable industry standards and practices.com. Representations and Warranties. Violators will be prosecuted to full extent of the law. . Each party hereby agrees to INDEMNIFY. war. and no approval or other action by any governmental authority or agency. Rates and availability are subject to change without notice. LLC have any liability to any person or entity. LLC shall not be responsible for any loss of or damage to property or death or injury to a person. If the hotel does not update the room pick up report one week after the group's departure.com must be copied on all contracting communications. error. any other Travel Services Vendors and Lexyl Travel Technologies. HotelPlanner. guarantees or representation of any kind or implied. group coordinator or hotel. Nor shall they be liable for any loss or damage to baggage or property. PHYSICAL DISABILITIES: Hotels may not have the appropriate special services and equipment to accommodate all individuals with disabilities or special needs.com in connection with the foregoing. The parties agree to notify the other party of any unauthorized use of the other party's Marks by others promptly as it comes to either party's attention. each party hereto represents and warrants that the execution. or any other individual or entity. HotelPlanner. DEFEND AND HOLD HARMLESS the other parties from all claims. The rebate estimate in your bid comments is based on the full/total amount of rooms requested at the specific hotel bid amount. agent. If contracting is done with the client directly. Under no circumstances is HotelPlanner. All group contracts must be done with HotelPlanner. employees or servants of Lexyl Travel Technologies. delivery and performance of this Agreement does not and will not violate or cause a breach of any other agreements or obligations to which it is a party or by which it is bound. LLC are not responsible for any criminal conduct by third parties. or false user information of any kind. losses or expenses and any costs related thereto (including.com to be constructed as carriers under contract for safe carriage of the traveler or his or her baggage and belongings. LLC. including without limitation any implied warranty of merchantability or fitness for a particular purpose. All changes will be verified with the agent and group coordinator of record on the invoice. weather. Travel Agents are not eligible for rebates.com or cooperating organizations shall be responsible for any cancellations or for acts of any other service providers. Each party hereto represents and warrants that it has all of the necessary and appropriate rights and authorizations to enter into this Agreement and perform each of their respective obligations and grant all of the rights granted herein. Group Coordinators. product changes and content changes on websites. employees. joint venture. Any party using the HotelPlanner. government restriction or regulation. groups of 5 rooms per night or more are subject to availability and may have special cancellation policies.com system in a fraudulent manner will be subject to a $10. arising by law or otherwise. sickness. judgments. LLC. This fraud includes but is not limited to false booking request.com cannot be held responsible for printing or typographical errors. resulting from any act or omission of any supplier providing any product or service or any other person or entity. the commission invoice amount will be binding as the mutual agreed commission amount by all parties. or for any damages or claims whatsoever arising from any act. It is understood and agreed that HotelPlanner.000 fine. In the event of a hotel ownership change. or principal of any travel agent. Rebate may fluctuate based on actualized hotel room nights booked or documentation in the form of receipts or confirmed group list. For automatic bids. uninterrupted or secure access to our services. the Individual Booking Party. Traveler expressly waives all rights he or she may have against HotelPlanner. The Company does not guarantee continuous. but not limited to court costs and attorney's fees) arising in whole or in part from or in any way related to use of such party's Marks in accordance with this Agreement. illness or death. Lexyl Travel Technologies.com or the client directly. and that the exercise of the rights granted hereunder will not infringe on the rights of any third party. Each party represents and warrants that it has the necessary rights for use of its respective Marks pursuant to the performance of this Agreement and the use of such Marks in the United States in compliance with this Agreement will not infringe any third party's United States federal or state trademark. RESPONSIBILITY AND LIMITATION OF LIABILITY: HotelPlanner. LLC provide a negotiation venue for such group travel services merely for the convenience of companies that furnish such services. If any provision of this Agreement is held to be invalid or unenforceable. Lexyl Travel Technologies.com shall at all times act in the capacity of any independent contractor and not as an employee. including without limitation lodging that is provided by Hoteliers. The carriers. such provision shall be struck and the remaining provisions shall be enforced. Lexyl Travel Technologies. Wholesalers. hotels and other suppliers who provide services are independent contractors and are not agents. which are independent contractors and not the agents. The website. LLC make no warranties. including these Terms and Conditions. course of dealing. The hotel has one week from the departure date of the referred group to change the room pick up report for commission invoicing. Such contractual negotiation services are subject to all terms and conditions of the respective suppliers (some of which may limit or exclude the supplier's liability). and operation of the Site may be interfered with by numerous factors outside of our control. Neither HotelPlanner. The rebate will only be honored for actualized/consumed and documented rooms. quarantine. Lexyl Travel Technologies. partners. proof of bankruptcy of previous ownership must be provided in order to waive past due commissions for new ownership. bait and switch pricing techniques.

therefore. weather. Agreement Approval. Each party hereby represents and warrants that all necessary corporate approvals for this Agreement have been obtained. LLC 777 S Flagler Dr. Gulu. This Agreement supercedes.and/or technical principles where applicable. complete and exclusive statement and expression of the agreement among the parties hereto with relation to the subject matter of this Agreement. no party shall be liable to any other in damages because of any failure to perform hereunder caused by any cause beyond its control. This Agreement is solely for the benefit of the parties and. The failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof. casualty. no person or persons other than the parties shall have any right or privileges under this Agreement either as third party beneficiaries or otherwise.com/HotelForm. lighting or sound equipment or transmission equipment or apparatus.7. FL 33401 United States (USA) Company: Company: Signed via the Hotel Sign Up process online at http://www. No Waiver. civil disturbance. or oral or written agreement of any kind. Any terms. the issuance of any executive or judicial order. No waiver in any one or more instances shall be deemed to be a further or continuing waiver of any other condition or any breach of any other terms. This Agreement may not be amended. By: Name: Date: Title: Lubega Ellie Williams Lubega Ellie Williams 01/28/2011 Hotel Manager Gulu Churchill Courts Hotel A Long Churchill Dr.230 Chief Executive Officer Lexyl Travel Technologies. This Agreement is the final. understandings or agreements covering the same subject matter as this Agreement. electrical. 1235 Uganda (UGA) Signed electronically at 01/28/2011 11:02 PM CST from IP Address 196. Amendments. any government ordinance or law. correspondence. natural disaster.56. covenants. Severability. act of God. contradicted or supplemented by evidence of any prior or contemporaneous discussions. Notwithstanding anything herein contained to the contrary. war. or obligations of any party may be waived at any time in writing executed by the party or parties for whose benefit such terms exist. The invalidity or unenforceability of a particular provision of this Agreement shall not affect the other provisions hereof. Third Party Beneficiaries.hotelplanner. Ste 800 West Palm Beach. act of terrorism. accident. labor controversy. covenants or representations. and the Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted. Force Majeure.cfm In compliance with the 2001 ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT . and cannot be varied. and the person whose signature appears below has the authority necessary to execute this Agreement on behalf of the party indicated. it being understood that there are no oral representations.156. or any failure or delay with respect to any production. including but not limited to cancellation or postponement of the underlying event. Entire Agreement. threat of terrorism.128 By: Name: Date: Title: Tim Hentschel Tim Hentschel 01/28/2011 Signed electronically at 01/28/2011 11:02 PM CST from IP Address 69. changed or otherwise modified unless written and signed by authorized representatives of each party.0. embargo.

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