Whereas SUNLITJETS is dedicated actively to the distribution of services tourism and activities makes a reservation system available to the AFFILIATE through the API Interface, microsite through mail exchange electronic or by other media available.

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Clauses and conditions:

 

WHEREAS (a) Distributor is involved principally in the provision of the Services (as defined in the Definitions Schedule); (b) Partner wishes to gain access to the Services and distribute them in accordance with the terms of this Agreement; and (c) Distributor wishes to make the Services available to Partner for booking on non-exclusive basis.
NOW, THEREFORE, the parties hereby agree as follows:
Section 1. Provision of the Services: Distributor makes the Services available to Partner for purchase on the terms set out in this Agreement. Partner may book the Services directly in the Booking System, via API Interface, by electronic mail exchange, or by other available means.
Distributor acts only as an online booking facilitator and does not provide Services to Partner or
Customers and is not liable to them for the quality of the Services. A contract for the Services is always made between the Customer and the Service Provider. Distributor’s obligations to Partner hereunder are limited exclusively to the provision of access to the Booking System and ensuring of Partner’s capabilities to make Bookings and pay for them in the Booking System.
Distributor carries out the implementation of individual tourist services in accordance with the terms of this Agreement. Distributor neither combines, forms, or sells packages, nor provides linked travel arrangements as defined in the Directive (EU) 2015/2302 of the European Parliament and of the Council of 25 November 2015 on package travel and linked travel arrangements (hereinafter referred to as “the Directive”), any other laws, regulations and administrative provisions enacted in compliance with the Directive. Distributor is not a tour operator and does not render any tour operator services.
Partner acknowledges and agrees that in case of formation, sell or offer of any packages or travel linked arrangements it is solely and independently liable to Customers for compliance with the Directive and any other laws, regulations and administrative provisions as may be applicable.

 

Section 2. Customer Complaints: Partner shall provide Customers with first line (customer direct) support. Distributor provides second line (Partner-to-Partner) support for issues related to Bookings. All Customer Complaints received by Partner in respect to the Bookings must be immediately communicated to Distributor for resolution. Partner shall contact only Distributor or its duly authorized representatives or support service for any Customer Complaints and shall not seek to resolve any Customer Complaints directly with hotels or Service Providers.

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Section 3. Personal Account. Booking Process: Partner: After registration in the Booking System Partner creates its Personal Account that it can access with Partner’s self-generated login and password. Partner can create several logins and passwords and provide its duly authorized employees or other representatives with access to its Personal Account. Partner is liable for maintaining confidentiality of logins and passwords of its Personal Account and shall immediately notify Distributor of any suspected unauthorized access to its Personal Account. Any action or inaction performed by any person in Partner’s Personal Account through Partner’s login details are deemed committed by Partner and are to be paid if applicable.
Partner shall be liable towards, and compensate, indemnify, and hold Distributor harmless for and against any direct damages, losses, liabilities, obligations, costs, claims, claims of any kind, interest, penalties, legal proceedings, and expenses (including, without limitation, reasonable attorneys’ fees, and expenses) in connection or arising out of Partner’s breach of its undertakings under this Section.
To make the Booking Partner shall submit a booking request in the Booking System. Partner may cancel or amend the Booking in accordance with respective cancellation policies. The Booking is completed when the Voucher is issued and booking number is assigned to the Booking in the Personal Account. Completed Booking cannot be amended, and every purported amendment of completed.
Booking is considered a cancellation request and is subject to payment of Cancellation Fee. If Partner wishes to amend the Booking, it shall cancel such Booking and submit a new booking request in the Booking System.
Cancellation of a Non-Refundable Booking is subject to the Cancellation Fee payable by Partner.
Cancellation policies for each Booking are made available to Partner in the Booking System and are indicated in the Voucher (for hotel accommodations) or any other Booking confirmation communicated to Partner.

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Section 3.1. Group Bookings (Accommodation): The Booking System is not designed to make accommodation Bookings for groups (i.e., 6 (six) and more Bookings requested for same dates and at same accommodation) (the ““Group Bookings”). Terms for the Group Bookings may differ from the terms of individual Bookings.

 

For all group reservations, the Affiliate must Communicate with the distributor sending an application agencies@sunlitjets.com. Upon receiving the Affiliate 's request , the Distributor must inform the Affiliate about : ( i ) accommodation availability , ( ii) Reservation price group , (iii ) modification and cancellation policies applicable to said Booking group (to avoid doubts , the Affiliate 's request to reduce the size of him group is a modification of the initial Group Reservation request ), and (iv ) the payment procedure for the Group Reservation Price (which may differ from those payment terms indicated in this Agreement ).

 

Upon receiving acceptance by part of the Affiliate of the Group Booking Terms requested by mail electronic or through any other means of communication), Distributor must complete the Group Reservation and provide the Affiliate evidence of Group Reservation completion.

The Affiliate be responsible, will compensate, indemnify and hold harmless the Distributor for and against any damage direct, loss, liability, obligation, cost, claim, claim for any type, interests, sanctions, procedures legal and expenses (including, without limitation, legal fees) reasonable attorney fees and expenses) connection or arising from the breach by part of the Affiliate of its commitments under this Section.

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Section 4. Customer’s Nationality and Residency: Partner shall always inform Distributor of 2/16 Customer’s nationality and residency. If Partner fails to do so or if the provided data is incomplete or incorrect, the Booking may be rejected by the respective Service Providers or Customer may be requested to pay additional charges and fees. Partner shall be liable towards, and compensate, indemnify, and hold Distributor harmless for and against any direct damages, losses, liabilities, obligations, costs, claims, claims of any kind, interest, penalties, legal proceedings, and expenses (including, without limitation, reasonable attorneys’ fees, and expenses) in connection or arising out of Partner’s breach of its undertakings under this Section.

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Section 5. Booking Process: Distributor: Distributor is authorized to transmit Partner’s booking requests, including Customer’s personal data to the Service Providers and to Distributor’s principals, agents, and third-party intermediaries solely for the purposes of this Agreement. Other than as specified in this Agreement or as required by law, information provided by Partner to Distributor through the Booking System is kept strictly confidential by Distributor.
Distributor is entitled to request Partner to provide sufficient evidence that the Booking is bona fide. If Distributor reasonably believes that the Booking is not bona fide, and Partner fails to prove the contrary, Distributor shall be entitled to reject a booking request or cancel the Booking. Distributor reserves, acting reasonably, the right to cancel the Booking if it appears to have been made for the purpose of “holding space” for future sale or otherwise made in bad faith or contrary to this Agreement, unless Partner provides sufficient evidence proving that the Booking is bona fide. Distributor reserves the right to cancel any Booking made under unverified or otherwise fictitious customer name or in case of a price loading technical error which results in an unrealistic Price. If during the term of this Agreement and prior to the payment of the Price by Partner the change in pricing formation occurs (including but not limited to change of currency conversion rates, the Price change of the Services made by the Service Providers), Distributor is entitled to unilaterally change the Price and Partner shall pay the difference, if any. If this Agreement is terminated for any reason, and the Price has been paid by Partner, Distributor will take all reasonable steps to ensure that the Bookings made by Partner prior to the termination date are honored.
 

Section 6. Vouchers: Partner shall issue and provide the Customer with the Voucher that must include Distributor’s relevant booking reference number and full and accurate description of the booked Services.
For accommodation Bookings, the Voucher shall include the name, location (address) of the hotel, the Booking date, expected arrival and departure dates, the room category, the down payment (if any), cancellation terms, penalty commencement date, the Cancellation Fee, Customer’s liability for no-show.
Optionally, and as may be agreed between Distributor and Partner, the Voucher can be downloaded by Partner in the Booking System and such Distributor’s Voucher can be used by Partner for onward distribution.

 

Section 7. Content: Partner shall not (directly or indirectly) integrate, combine, or otherwise make the Content (or any part thereof) available with its own content and services and/or the content and services of any third party. Partner shall not amend, alter, modify, or create derivative works based on or derived from the Content. Distributor owns rights to all created, edited, or translated information, which may be used by Partner or third parties only with Distributor’s prior written consent.
Partner must display, distribute, or communicate the Content in a clear, concise, respectful, and accurate manner. If Partner is determined by Distributor to be displaying or presenting the Content in a confusing, ambiguous, inaccurate, distorted, deceptive, misleading, or otherwise objectionable manner, Distributor may, at its sole discretion: (a) require Partner to modify such display; (b) suspend Partner’s access to the Booking System; or (c) terminate this Agreement and claim damages.
Partner shall be liable towards, and compensate, indemnify, and hold Distributor harmless for and against any direct damages, losses, liabilities, obligations, costs, third party claims, claims of any kind, interest, penalties, legal proceedings, and expenses (including, without limitation, reasonable attorneys’ fees, and expenses) in connection or arising out of Partner’s breach of its undertakings under this Section.
Partner may not use Distributor Trademarks in any manner other than necessary for fulfillment of its obligations under this Agreement without Distributor’s prior written consent.

 

Section 8. Sub-Agents: Onward Distribution: Partner may make the Services available on third party websites, through other offline travel agents or facilitators (the “Sub-Agents”), or otherwise engage in any onward distribution of any kind without Distributor’s prior approval.
Distributor may at any time request Partner to provide the list of the Sub-Agents. Furthermore,
Distributor may in its sole discretion demand that specific Sub-Agents are immediately prohibited from 3/16
distribution of the Services. Failure to comply with such request allows Distributor to restrict Partner’s access to the Booking System.
Partner may also provide the Sub-Agents with access to the Booking System. Any actions or inaction performed by the Sub-Agent shall be deemed committed by Partner who is fully and solely liable to Distributor for any Sub-Agent’s action or inaction.
Partner shall ensure that the Sub-Agents comply with the Agreement and Booking terms. Partner is also liable to Distributor for any breach of such terms committed by the Sub-Agent.

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Section 9. Payments: Price payable for the Services is inclusive of any Taxes and is paid without set off, deduction or withholding of any kind, unless Distributor and Partner agree otherwise. It is Partner’s responsibility to absorb all payment costs so that the amount ultimately received by Distributor is not less than the amount invoiced. Partner is financially responsible for payment for the Services that is the subject of chargebacks, frauds, and/or other refunds. All invoices under this Agreement are issued by Distributor electronically or by any other means elected by Distributor. Partner will make payments to Distributor as applicable, in full in accordance with the terms as detailed in this Section and any amendment thereto. Partner shall not be entitled to assert any credit, set-off or counterclaim against Distributor to justify withholding payment of any such amount in whole or in part.

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If Partner collects Price from Customers (or its Sub-Agents), Partner bears the risk of non-collection of such payments and is liable for the Void Bookings, including the amount of the Void Booking itself and any costs, expenses or fees related to the Void Booking, including but not limited to chargeback amounts, interchange fees, merchant processing costs, penalties, fines, and fees.

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For each Booking the following payment terms apply:
(a). Price for the Non-Refundable Booking must be paid by Partner (or the Sub-Agent in case the Booking is made by the Sub-Agent) by Partner’s or, if applicable, the Sub-Agent’s corporate bank card. Price for the Non-Refundable Booking may also be paid by the Customer’s bank card if Partner is properly and irrevocably authorized to do so. Partner shall not be entitled to use a bank card without
prior written consent of its legitimate holder.
By using a bank card in the Booking System, Partner confirms and guarantees that it is either a legitimate holder of a bank card or has received necessary consent. Partner undertakes to compensate Distributor for all losses and damages incurred by the latter because of fraudulent or unauthorized use of a bank card in the Booking System, including, but not limited to chargebacks, processing cost, legal fees, and expenses. Payments by a bank card may also be made via a payment link which is generated in the Booking System upon Partner’s request. All transactions with bank cards must be authorized by bank. If bank has a reason to believe that the transaction is fraudulent it is entitled to reject a transaction. Also, for monitoring purposes and to avoid cases of the misuse of bank cards, the Bookings paid or guaranteed by a bank card can be selectively checked by Distributor and its customer support service. Partner undertakes to immediately provide Distributor with sufficient evidence that the use of a bank card has been authorized by its legitimate holder. If the requested evidence is not provided, Distributor shall have the right to unilaterally cancel such Booking. Partner shall have no claim against Distributor for any damages or losses incurred by it if the Booking has been rejected or cancelled as the result of Partner’s failure to provide sufficient evidence that it was authorized to use a bank card by its legitimate holder.
If Partner makes payment with a bank card agrees that an amount will be debited from a bank card that is the equivalent of the amount in the Booking currency.
Banks can apply their own internal exchange rates that may affect the amount debited from a bank card. All financial risks associated with making payment in currency different than the Booking currency lie solely with Partner, its Sub-Agent, or a bank card holder, as may be applicable.
(b). Price for each Refundable Booking shall be due for payment upon receipt and subject to the terms of a respective invoice, but no later than the date when the Booking becomes Non-Refundable Booking. The Booking becomes Non-Refundable Booking when, in accordance with the applicable cancellation policies, such Booking cannot be cancelled without payment of Cancellation Fees. Refundable Bookings can be settled by Partner (but not by its Sub-Agents) by wire transfer to Distributor’s bank account or by a bank card.

 

B. Commissionable Rates Model: For Commissionable Rates, the amount of monthly Partner’s Commission shall be reflected in a commission statement that must be provided to Partner on the six- 4/16 calendar day of each calendar month, electronically or by any other means. Partner’s Commission will be accrued and reflected in a commission statement for Consumed Bookings exclusively.
Notwithstanding the foregoing, commission for Consumed Bookings made under Post-pay Rates is to be reflected in a commission statement no later than 60 calendar days after the end of the Services provision. Partner’s commission must be paid by Distributor within 30 calendar days of: (a) Partner’s request sent to email address of its account manager indicated in the Personal Account: or (b) Partner’s request made in its Personal Account. Partner’s commission is to be paid by Distributor if there are no outstanding invoices due for payment by Partner. Distributor may delay payment of Partner’s commission until all Bookings are paid by Partner in full.
If Partner’s commission has been accrued to Partner for Bookings which were subsequently cancelled or otherwise made Void (the “Overpaid Partner’s Commission”), Distributor shall have 12 months to reconcile the Overpaid Partner’s Commission.
The systems, books, and records of Distributor is considered conclusive evidence regarding amount of Partner’s commission.
If the amount of Partner’s commission is less than $100 (or an equivalent amount in any other currency, as may be applicable), Distributor is entitled to postpone payment of Partner’s commission until the month when Partner’s commission exceeds the minimum threshold specified herein or if Partner’s commission is claimed after the termination of this Agreement.
Depending on the Parties’ consent, Partner’s Commission shall either be transferred by Distributor to Partner’s bank account or accrued on Partner’s overpay in the Booking System. Partner shall promptly notify Distributor of any changes in Partner’s bank account details. If Partner’s bank account details are incorrect or incomplete, Distributor has the right to postpone payment of Partner’s commission until full and accurate Partner’s bank account details are provided to Distributor in writing.

 

C. IRS Forms: Partner will not accrue or be entitled to Partner’s commission or any other payments under this Agreement until Partner satisfies the following conditions precedent:
(a) Partner keeps Distributor updated with Partner’s correct legal and business address; and (b) prior to receipt of Partner’s Commission or any other payments due under this Agreement Partner sends to Distributor a completed and signed copy of IRS Form W-9, W-8BEN, Form W-8BEN-E, or W-8ECI to establish that Partner is not subject to US income tax withholding and provides Distributor with an updated version every three years. Partner shall promptly notify Distributor of any change in circumstances which affects the validity of information previously provided. If Partner does not comply with this Section Distributor may withhold any payments due to Partner until Partner remedies the breach. If Distributor withholds any amounts pursuant to this Section, it shall not be deemed to be in breach of this Agreement.

*-Affiliates based outside the USA will be the responsible for all labor and tax burdens of that country.

 

D. Service Fee: Distributor has the right to charge Partner with service fee for booking of air or other transportation services. The exact amount of service fee is set in the Booking System and indicated in an invoice. Service fee may be withheld by Distributor unilaterally upon cancellation of the Booking, depending on its terms and fare.

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E. Costs: Costs incurred by Distributor or its authorized payment agent for processing of bank card transactions, or for payments of Partner’s commission may be assigned to Partner for reimbursement.

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Section 10. Failure to Pay: Failure to pay the Price on the due date will entitle Distributor, at its sole discretion: (a) to immediately suspend access to the Booking System until the Price is paid by Partner; (b) to cancel completed Bookings or request that all such Bookings are fully pre-paid; or (c) both. Distributor may also charge an interest of two percent (2%) per month on all amounts that are past due.

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Section 11. Rates and Currency: Invoices will be paid by Partner in the currency chosen during the registration in the Booking System. If Partner wishes to pay an invoice in a different currency it shall receive Distributor’s prior consent provided that the exchange rate will be approved by Distributor. Under no circumstances may Partner pay Distributor in a currency other than specified in this Section,
and according to any exchange rate other than approved by Distributor.

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Section 12. Security/Credit Limit: To secure proper fulfillment of Partner’s obligations under this Agreement, Distributor may: (a) request that Partner provides the Security; (b) provide Partner with the Credit Limit; or (c) both. Partner agrees not to exceed the Credit Limit. If Partner exceeds the Credit Limit, Distributor shall request, and Partner shall make an immediate payment on account to reduce any outstanding debt so that it falls below the Credit Limit.
Distributor may change the amount of the Security/Credit Limit at any time and at its sole discretion 5/16 with Partner’s reasonable prior notice. If Partner fails to comply with Distributor’s request for the provision of additional Security, Distributor has the right to suspend Partner’s access to the Booking System and demand immediate payment of all and any sums accrued and due to Distributor on the date when Partner’s access to the Booking System has been suspended.
If Partner breaches its obligations under this Agreement, Distributor also reserves the right without any additional prior notice: (a) to request immediate provision of additional Security; (b) to unilaterally decrease the Credit Limit; or (c) both. Distributor may also cancel any Bookings which are already paid by Partner and to use that money to offset the amount of Partner's unpaid debt (including Cancellation Fees and any other fees, losses, and expenses incurred by Distributor).
 

Section 13. B2B Inventory. Distributor may provide Partner with access to the Services available for booking at B2B prices (the “B2B Inventory”). If B2B Inventory is made available to Partner, Partner shall not be permitted to make it available for online booking to individual Customers (in an online B2C environment) through any of Partner’s Websites. Failure to follow the restrictions imposed hereunder shall be considered a material breach of this Agreement, and Partner shall be liable towards, and compensate, indemnify, and hold Distributor harmless for and against any direct damages, losses, liabilities, obligations, costs, claims, claims of any kind, interest, penalties, legal proceedings, and expenses (including, without limitation, reasonable attorneys’ fees, and expenses) in connection or arising out of Partner’s breach of its undertakings under this Section.
 

Section 14. Recommended Selling Price: If the Services are made available to Partner at recommended selling price (the “RSP”), Partner shall not distribute the Services at a price below the RSP. Distributor is not liable for any losses or additional costs incurred by Partner as the result of its breach of this Section. Partner shall be liable towards, and compensate, indemnify, and hold Distributor harmless for and against any direct damages, losses, liabilities, obligations, costs, claims, claims of any kind, interest, penalties, legal proceedings, and expenses (including, without limitation, reasonable attorneys’ fees, and expenses) in connection or arising out of Partner’s breach of its undertakings under this Section.
 

Section 15. Partner’s Representations and Warranties: Partner represents that it is legally empowered to execute this Agreement. Partner warrants that: (a) it will not disclose the Price, or any element of the Price (including, without limitation, its commission) to any third party; (b) all information provided to Distributor will be accurate; (c) it will provide access to its Personal Account, Partner’s email services, and internal systems only to its duly authorized employees, the Sub-Agents, and other representatives; and (d) it will comply with all applicable laws, rules, and regulations necessary to fulfill its obligations under this Agreement and will hold and maintain necessary licenses
or permits. Partner shall be liable towards, and compensate, indemnify, and hold Distributor harmless for and against any direct damages, losses, liabilities, obligations, costs, claims, claims of any kind, interest, penalties, legal proceedings, and expenses (including, without limitation, reasonable attorneys’ fees, and expenses) in connection or arising out of Partner’s breach of its undertakings under this Section.
 

Section 16. Distributor’s Representations and Undertakings: Distributor represents to Partner that it is legally empowered to execute this Agreement. Distributor undertakes to comply with all applicable laws, rules, and regulations necessary to fulfill its obligations under this Agreement.
 

Section 17. Liability of Distributor: DISTRIBUTOR ACTS ONLY AS AN INTERMEDIARY (BOOKING FACILITATOR). THE SERVICES AVAILABLE FOR BOOKING ARE BASED ON DATA, MATERIAL, AND INFORMATION DELIVERED BY RESPECTIVE SERVICE PROVIDERS. DISTRIBUTOR MAKES NO REPRESENTATIONS, UNDERTAKINGS, OR WARRANTIES WITH RESPECT TO DESCRIPTION, AVAILABILITY, OR QUALITY OF THE SERVICES. CONTENT AND ANY INFORMATION CONTAINED IN THE BOOKING SYSTEM IS PROVIDED “AS IS”, AND DISTRIBUTOR EXCLUDES ANY LIABILITY IN RELATION TO ITS ACCURATENESS. DISTRIBUTOR IS NOT LIABLE FOR ANY LOSS OF ANY KIND ARISING DIRECTLY OR INDIRECTLY OUT OF THE ACTION OR INACTION OF THE SERVICE PROVIDERS OR ANY THIRD PARTY.
Distributor does not render any tour operator’s services. Partner shall therefore release Distributor from and fully indemnify it against any Customer’s or third-party claims made against Distributor because of its actual or supposed capacity as a tour operator. Distributor shall not be liable to Partner or Customers for losses caused by actions (inaction) of the Service Providers, including for moral damages and compensations, except for cases where the losses were caused by the intentional wrongful actions of Distributor, fraud or willful deception of Partner or Customers. Limitation of liability of Distributor extends to all cases of the Service Provider’s refusal/inability to provide the Customer with the Services as per the Voucher where such refusal/inability occurred through no fault of Distributor. In addition, Distributor shall not be liable to Partner or Customers for losses caused by the Customer’s failure to comply with the policies (including
6/16 but not limited to check-in rules) established by the Service Providers or with the laws and regulations of the destination countries. Distributor is therefore not obliged to and shall not deal with any complaints or defend itself against any claims brought by Customers.
The exclusions and limitations set forth in this Section applies to the same extent to bodies, legal representatives, employees, and other agents of Distributor and Distributor Group Members. Nothing in this Agreement limits or excludes Distributor’s liability to Partner for: (a) fraudulent misrepresentation; (b) deliberate breach of this Agreement; or (c) any other liability which cannot be lawfully excluded or limited under any applicable law.
 

Section 18. Indemnities: Each party to this Agreement shall fully indemnify the other party for and against any loss suffered or incurred by the other party directly or indirectly because of any breach of this Agreement by the indemnifying party including, without limitation, any breach of warranties set out in this Agreement. Any indemnity payment shall be made on the after-tax basis. If the indemnified
party obtains Tax credit, refund, or other benefit because of the indemnity payment, it must notify the indemnifying party and, where applicable, reimburse the indemnifying party with the amount of such Tax credit, refund, or other benefit.
 

Section 19. No Intellectual Property Rights Provided: All intellectual property rights in and in relation to the Booking System, its components and any other systems or devices are owned by Distributor or exclusively licensed to it. All content developed or created in connection with this Agreement is the sole and exclusive property of Distributor.
 

Section 20. Term of the Agreement: This Agreement commences from the Effective date and is valid until terminated as provided hereunder.
Each party may terminate this Agreement with immediate effect if any of the following events occur:
(a) the other party is in material breach of the Agreement and such breach is not remedied within 20 Business Days of notification of such breach; (b) the other party fails to make any payment under this Agreement within 15 calendar days of the due date; (c) the other party is unable to pay its debts as and when they become due, or applies for bankruptcy protection or for protection from its creditors in any court or tribunal, or a receiver, administrator, or other external manager is appointed to the other party or any winding up of the other party commences; or (d) the other party ceases to carry on its business. Distributor may elect to terminate this Agreement at any time by giving to Partner seven (7) calendar days advance written notice. After termination Partner shall pay all outstanding payments in accordance with the terms of this Agreement and Distributor has the right to set off any amounts due to it against the Security.
 

Section 21. Confidentiality Obligations and Personal Data: Exhibit A “Confidentiality obligations” and Exhibit B “Standard contractual clauses” are an integral part of this Agreement.
 

Section 22. Notices: All notices under this Agreement must be sent by any of the following means: (a) at the party’s Business/Mailing address indicated in Parties Details Section of this Agreement; (b) via the Booking System; or (c) via electronic mail to email addresses indicated in Parties Details Section of this Agreement or any other email address indicated in the Personal Account. Any notice made under this Agreement is deemed to be received by the other party: (a) when mailed, on the third Business Days after being deposited in the mails, prepaid and properly addressed for delivery; (b) on the same Business Day when sent by electronic mail, and if not sent during the Business Day, then on the next Business Day; or (c) on the same Business Day when made via the Booking System, and if not made during the Business Day, then on the next Business Day.
 

Section 23. Governing Law and Jurisdiction: This Agreement shall be governed by the laws of the State of Florida (USA) and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Florida.
 

Section 24. Assignment: This Agreement may not be assigned, novated, or transferred by Partner to any third party without prior written consent of Distributor. Distributor may assign this Agreement without Partner’s consent to: (a) any of Distributor Group Members, (b) any purchaser of all or substantially all of Distributor’s assets; or (c) to any successor by way of merger, consolidation or a similar transaction or series of transactions. Any purported assignment in violation of this Section is null and void.
 

Section 25. Dispute Resolution: If any dispute arises between the parties in relation to any terms of or obligations under this Agreement, each party may give the other party a notice in writing (the “Dispute Notice/Notice of Default”) specifying the details of the dispute. The parties agree that, where a Dispute Notice/Notice of Default has been given, they shall first attempt to resolve the dispute in 7/16 good faith by negotiation within 10 Business Days of the Dispute Notice/Notice of Default receipt. If the parties are unable to resolve the dispute within this time (unless such period is extended), the dispute may be resolved in accordance with Section 23 of this Agreement.
 

Section 26. Force Majeure: In the absence of proof to the contrary, the following events affecting a party are presumed to fulfil conditions (a), (b), and (c) of the “Force Majeure” definition in the Definitions Schedule: (a) war (whether declared or not), hostilities, invasion, act of foreign enemies, extensive military mobilization; (b) civil war, riot, rebellion and revolution, military or usurped power, insurrection, act of terrorism, sabotage or piracy; (c) currency and trade restriction, embargo, sanction; (d) act of authority whether lawful or unlawful, compliance with any law or governmental order, expropriation, seizure of works, requisition, nationalization; (e) plague, epidemic, natural disaster or extreme natural event; (f) explosion, fire, destruction of equipment, prolonged break-down of transport, telecommunication, information system or energy; or (g) general labor disturbance such as boycott, strike and lock-out, go-slow, occupation of factories and premises. A party successfully invoking this Clause is relieved from its duty to perform its obligations and from any liability in damages or from any other contractual remedy for breach of contract, from the time at which the impediment causes inability to perform, provided that the notice thereof is given without delay. If notice is not given without delay, the relief is effective from the time at which notice reaches the other party. Where the effect of the impediment or event invoked is temporary, the above consequences shall apply only if the impediment invoked impedes performance by the affected party.
Where the duration of the impediment invoked has the effect of substantially depriving the contracting parties of what they were reasonably entitled to expect under the agreement, either party has the right to terminate the agreement by notification within a reasonable period to the other party. Unless otherwise agreed, the parties expressly agree that the agreement may be terminated by either party if the duration of the impediment exceeds 120 days.
 

Section 27. Prior Agreements: Where and as applicable, this Agreement shall amend and restate in its entirety a distribution agreement prior executed between the parties (the “Prior Agreement”). Any addendums, additional agreements, and annexes to the Prior Agreement (excluding any data sharing agreements) which are effective as of the Effective Date of this Agreement continue to be binding on Distributor and Partner and prevail the terms of this Agreement.
 

Section 28. Miscellaneous: Distributor and Partner must each pay its own costs of negotiating, preparing, and executing this Agreement and each party must do, at its own expense, everything reasonably necessary to give effect to this Agreement and any transactions contemplated by it. This agreement may be executed in counterparts (including by facsimile or other electronic scanned copy in PDF format).
(A) Survival of Termination: The obligations of the parties under this Agreement that by their nature would continue beyond expiration, termination, or cancellation of this Agreement (including, without limitation, the warranties, indemnification obligations, confidentiality requirements and ownership and property rights) shall survive any such expiration, termination, or cancellation.
(B) Severability: Should any provision of this Agreement be determined to be void, invalid, unenforceable, or illegal for whatever reason, such provision will be null and void; provided, however, that the remaining provisions of this Agreement will be unaffected thereby and shall continue to be valid and enforceable.
(C) Entire Agreement: This Agreement constitutes the entire agreement between the parties in connection with its subject matter and supersedes (excluding the conditions set out in Section 27) all previous agreements or understandings between the parties in connection with its subject matter.
(D) No Waiver: No failure or delay on the part of either party in exercising any right hereunder will operate as a waiver of, or impair, any such right. No single or partial exercise of any such right will preclude any other or further exercise thereof or the exercise of any other right. No waiver of any such right will be deemed a waiver of any other right hereunder.
 

Section 29. No Agency Relationship: This Agreement does not create an agency relationship between the parties and does not establish a joint venture or partnership between the parties. The parties have a business relationship defined entirely by the express provisions of this Agreement. No partnership, joint venture, affiliate, agency, fiduciary, or employment relationship is intended or created hereby.
 

Section 30. Modification: Distributor may unilaterally amend this Agreement with 10 calendar days prior notice sent to Partner via e-mail or the Booking System. If Partner disagrees with the amendments, it must notify Distributor of the termination of this Agreement and cease to make Bookings. The Agreement, as amended, shall be binding upon Partner if it continues to make Bookings after the amendments’ effective date.

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Definitions Schedule

“API Interface” means an API linkage between websites or booking systems of Partner and Distributor.
“Booking” means an order for the Services made by Partner in the Booking System as confirmed by Distributor.
“Booking System” means an online booking system which gives Partner an ability to view and book Services on the Sunlitjets Website (including via API Interface or by other means agreed by the parties).
“Business Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking or other governmental institutes are closed.
“Cancellation Fee” means a fee specified in the Booking System paid by Partner in case of the Booking cancellation.
“Consumed Booking" means the Booking resulted in the actual provision of the Services as confirmed to Distributor by the Service Provider.
“Consumed Booking Turnover” means total value of Consumed Bookings.
“Content” means information about the Services that is provided by Distributor in the Booking System including but not limited to static and dynamic content, multilingual descriptions, photos, videos, availability, rate descriptions and rates, reviews, policies, possibly so-called geo data and functions (so-called Point of Interests/POI and the so-called “Matchmaker” function, in particular).
“Credit Limit” means a limit on total Price of all Bookings that Partner can make in the Booking System.
“Customer” means an individual or a legal entity for whom Partner makes the Booking.
“Customer Complaint” means an incident raised by Customer with respect to the Booking.
“Distributor Group Member” means each legal entity in which Distributor directly or indirectly owns most shares or voting rights or a legal entity which controls Distributor by way of holding most shares or voting rights.
“Distributor Trademark” means any brand, trade name, design, or other intellectual property right (irrespective whether the right is registered or not) used or owned by Distributor or Distributor Group Members.
“Force Majeure” means the occurrence of an event or circumstance that prevents or impedes a party from performing one or more of its contractual obligations under the agreement, if and to the extent that that party proves: (a) that such impediment is beyond its reasonable control; and (b) that it could not reasonably have been foreseen at the time of the conclusion of the agreement; and (c) that the effects of the
impediment could not reasonably have been avoided or overcome by the affected party.
“Non-Refundable Booking” means the Booking that if cancelled is subject to Cancellation Fees in accordance with cancellation policies applicable to such Booking.
“Personal Account” means Partner’s password protected account in the Booking System that contains all the information necessary for the performance of this Agreement and is used by Partner to manage the Bookings. 9/16
“Partner’s Website” means distribution channel, platform, and website that are operated directly or indirectly by Partner, and which are specified by Partner during the registration process and in the Personal Account. If Partner distributes the Services through Sub-Agents, using API Interface or otherwise, any Booking of the Services made by Customers on the Sub-Agents’ websites and platforms are considered having been made on/through the Partner’s Website.
“Post-pay Rate” means the Price paid directly by Customer to the Service Provider. “Price” means the rate displayed in the Booking System at which the Services are offered for booking.
“Sunlitjets Website” means sunlitjets.com and any other distribution channels and websites that are operated directly or indirectly by Distributor or Distributor Group Members.
“Refundable Booking” means the Booking which can be cancelled without payment of Cancellation Fees provided that such cancellation is made no later than the date when such Booking becomes Non-Refundable Booking in accordance with the cancellation policies accepted by Partner at the time when the Booking was made and as confirmed in the Voucher.
“Services” means, without limiting the foregoing, the travel related services and products such as booking of hotel rooms and other types of
accommodation, transportation services, car rentals, medical and other types of insurance available for booking in the Booking System.
“Security” means a financial assurance given by Partner to Distributor to ensure the due and proper performance of its obligations (including
but not limited to deposit, bank guarantee, surety, etc.).
“Service Provider” means actual provider of travel services as well as any other third parties entitled to distribute travel services on behalf of the actual providers (including but not limited to wholesalers, suppliers, etc.).
“Tax” means any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities relating to taxes, including taxes based upon or measured by gross receipts, income, profits, sales, use and occupation, and value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes as well as public imposts, fees and social security charges, together with all interest, penalties and additions imposed with respect to such amounts.
“Territory” means Worldwide.
“Void Booking” means the Booking that is cancelled, refunded, charged back, disputed by Customer, or is the result of fraudulent or other unlawful activity, or for which Distributor has not receive payment in full.
“Voucher” means an electronic confirmation of the Booking sent by Partner to Customer’s email address or communicated by other means in accordance with Partner’s established policies.

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CONFIDENTIALITY OBLIGATIONS

The following definitions apply to relationship of Distributor and Partner under this Exhibit:

“Affiliate” means, with respect to each party, any other entity or person that, directly or indirectly, Controls, is Controlled by or is under common Control with such party.
“Confidential Information” means all information and work product thereof concerning the parties, which: (a) is identified as being confidential or proprietary; or (b) is provided under circumstances that would reasonably be expected by Receiving Party to be confidential or proprietary. Confidential Information includes (without limitation) the following information: any and all know-how, documentation and information, whether commercial, financial, technical, operational or otherwise, relating to the business, finances, affairs, tools (including those provided on a technology), products, services, personnel, customers, suppliers (including precincts, future and potential personnel, customers and suppliers), prices, commissions, rates, vendors, processes, or methods of one party or its group members, which is disclosed to or otherwise obtained by the other party in connection with the Agreement and the existence, terms and subject matter of the Agreement. Confidential Information does not include information which: (a) is or becomes public through no fault or action of Receiving Party; (b) is or becomes available to Receiving Party on a non-confidential basis from a source other than Disclosing Party; or (c) Receiving Party has independently developed without reference to Confidential Information provided by Disclosing Party.
“Control” means the possession, directly or indirectly, of the power or right to direct or cause the direction of the management or policies of entity, whether through the ownership of share capital or voting securities, by contract or otherwise. Beneficial ownership of over fifty (50) percent of the voting securities of another person shall in all circumstances constitute control of such other person.
“Controlled” and “Controlling” shall be construed accordingly.
“Disclosing Party” means the party disclosing any information to the other party.
“Receiving Party” means the party receiving any information from the other party.
1. Receiving Party shall not reveal to any third party any Confidential Information including the existence of the Agreement, unless expressly authorized in writing by Disclosing Party.
1. Receiving Party shall use the Confidential Information exclusively for the purpose of the Agreement and shall limit its circulation only between its employees, Affiliates, consultants, and advisors (and in the case of Distributor, its Distributor Group Members) (the “Representatives”) who: (a) need to know the Confidential Information for the sole purpose of fulfilling the Agreement; and (b) is bound by confidential obligations to Receiving Party. Receiving Party is responsible for any acts or omissions of its Representatives.
2. The Receiving Party shall: (a) use the same reasonable care it applies to its own Confidential Information to protect the confidential nature of the Confidential Information it receives; (b) not sell, publish, copy (except as necessary for back-up purposes or as strictly necessary for fulfilling the Agreement), reverse engineer, decompile, or disassemble the Confidential Information; and (c) not use the Confidential Information with the aim to damage Disclosing Party’s reputation or to take commercial advantage to improve its competitive position in the market.
3. Parties acknowledge that the Confidential Information is and will remain the sole and exclusive property of Disclosing Party or its licensors, including all applicable rights to patents, copyrights, trademarks, and trade secrets inherent herein and pertinent thereto. Receiving Party shall promptly return or destroy and cease all use of all Confidential Information upon written request by Disclosing Party or termination or expiration of the Agreement, except for Receiving Party’s business records derived from the use of the Confidential Information and maintained for administrative or archival purposes. Such Confidential Information shall continue to be subject to the terms of the confidentiality obligations under this Exhibit.
4. Receiving Party may disclose Disclosing Party’s Confidential Information to the extent required by law or regulation. In such case (unless expressly restricted by such law or regulation): (a) Receiving Party shall cooperate with Disclosing Party and take all reasonable steps to prevent or minimize disclosure; (b) Receiving Party shall give Disclosing Party prompt notice of the legal process; and (c) Receiving Party shall limit the scope of such disclosure to the minimum required.
5. Receiving Party’s obligations with respect to any item of Confidential Information shall continue for three (3) years from the date of its disclosure (except in the case of business secrets, which must be kept in confidence in perpetuity).

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In full compliance in its clauses and conditions I adhere to this agreement through electronic digital signature.

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