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Members. All rights not expressly granted are reserved by Expedia or Expedia Group Members. Affiliate acknowledges and agrees that any breach of this Clause D3 will result in irreparable harm to Expedia and/or Expedia Group Members, as well as damages that are difficult or impossible to calculate. Affiliate agrees that compliance with Clause D3 may be specifically enforced in any court of competent jurisdiction, without prejudice and in addition to Expedia‟s and/or Expedia Group Members‟ right to seek damages or other remedies for any such breach. E. TERMINATION; TERMINATION OBLIGATIONS 1. Expedia shall have the right to terminate this Agreement in its sole and absolute discretion with immediate effect upon the provision of written notice to such Affiliate without providing any reason. Affiliate may terminate this Agreement on thirty (30) days‟ written notice to Expedia. The rights and remedies provided in this Clause are not exclusive and are in addition to any other rights and remedies provided by law or this Agreement. 2. In addition to any other rights and remedies, either party may, by giving written notice to the other party, terminate this Agreement with immediate effect on the following grounds: (i) where either party goes into voluntary or involuntary liquidation; (ii) where either party is declared insolvent either in bankruptcy proceedings or other legal proceedings; (iii) where an agreement with creditors has been reached by either party due to its failure or inability to pay its debts as they fall due; or (iv) where a receiver, administrator, administrative receiver or other encumbrancer is appointed over the whole or part of either party's business. 3. Any notice of breach or default hereunder shall be prominently labelled “NOTICE OF DEFAULT” and if to Expedia, shall be copied to Expedia‟s legal department, attention General Counsel. 4. Upon termination or expiration of this Agreement for any reason: (i) Affiliate shall immediately cease using Affiliate Tracking Code and the Expedia Promotional Materials; (ii) Affiliate Account shall be shut down immediately by Expedia; and (iii) Affiliate shall account to Expedia for all Customer monies held by it pursuant to Clause A4A. 5. Notwithstanding anything to the contrary in this Agreement, the following provisions shall survive termination of this Agreement: Clauses F1 to F3 and G through to M inclusive of this Part 1 of the Agreement. F. REPRESENTATIONS AND WARRANTIES 1. Each party hereby represents and warrants as follows: (i) to the extent that the party is a company, it is duly organized and validly existing under the laws of the place of its incorporation and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; (ii) it is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder; (iii) this Agreement is a legal and valid obligation binding upon it and enforceable with its terms; and (iv) the execution, delivery and performance of this Agreement by such party does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it. 2. Affiliate hereby represents and warrants as follows: (i) it is a travel agency regulated by and operated in compliance with all applicable laws and regulations; (ii) it possesses all applicable licenses and documentation necessary to perform travel agency services; (iii) the individual entering into this Agreement on behalf of the Affiliate has the power, capacity and authority to enter into and bind the Affiliate to observe its obligations under this Agreement and such individual on his own behalf so represents and warrants and (iv) that it is not, and any beneficial owner of it is not, incorporated in or resident of a country subject to economic or trade sanctions by the US Treasury Department‟s US Treasury Office of Foreign Asset Control (“OFAC”) or listed as a “Specially Designated National,” a “Specially Designated Global Terrorist” a “Blocked Person” or similar restrictive designation under the OFAC sanctions regime. 3. The Affiliate further warrants and undertakes to and with Expedia that all the representations and warranties and covenants given by the Affiliate as set out in this Agreement are true and accurate in all respects and continuous in nature and shall be deemed to have been given by the Affiliate at the execution of this Agreement and at all times thereafter. Standard Expedia Singapore Travel Agent Affiliation Agreement 12-11 Expedia Confidential Page 6 of 16
G. LIMITATION OF WARRANTY Except as expressly warranted herein, to the fullest extent permitted by law neither party makes any, and Affiliate acknowledges that Expedia has not made any, and hereby specifically disclaims any, representations or warranties, conditions or other terms express or implied, whether implied by statute, common law, custom, collaterally or otherwise regarding the Website, if any, including, but not limited to any implied warranty of satisfactory quality, merchantability or fitness for a particular purpose. OTHER THAN AS EXPRESSLY WARRANTED ELSEWHERE IN THIS AGREEMENT, THE WEBSITES AND EXPEDIA CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES WITH RESPECT TO ANY UPTIME OR UNINTERRUPTED ACCESS, THE AVAILABILITY, ACCURACY, LEGALITY OR FITNESS FOR DISTRIBUTION OR REPUBLICATION, OR USEFULNESS OF WEBSITE OR EXPEDIA CONTENT, OR ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. NO WARRANTY IS GIVEN THAT THE WEBSITES OR EXPEDIA CONTENT WILL BE TIMELY DELIVERED, SECURE, UNINTERRUPTED, OR OPERATED FREE OF DELAYS IN TRANSMISSION, FAILURE IN PERFORMANCE, COMPUTER VIRUSES, INACCURACIES, ERRORS, OR DEFECTS. USE OF THE WEBSITES IS AT AFFILIATE‟S OWN RISK. EXPEDIA AND EXPEDIA GROUP MEMBERS ASSUME NO RESPONSIBILITY AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, AFFILIATE‟S COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF AFFILIATE‟S ACCESS TO, BROWSING, OR USE OF THE WEBSITES, FEATURES OR CONTENT OF THE WEBSITES AND OF EXPEDIA CONTENT GENERALLY. AFFILIATE IS SOLELY RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND VIRUS CHECKS (INCLUDING ANTI-VIRUS AND OTHER SECURITY CHECKS) TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR THE ACCURACY AND SECURITY OF DATA INPUT AND OUTPUT. NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE WEBSITE OR EXPEDIA CONTENT SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. H. INDEMNIFICATION Affiliate shall, at its expense and Expedia‟s request, defend any third party claim or action brought against Expedia, and Expedia Group Members and related companies, and all of their respective directors, officers, employees, licensees, agents and independent contractors: (i) arising out of or related to Affiliate‟s use of the Affiliate Account; (ii) arising out of or related to the information submitted by Affiliate to the Website; (iii) arising out of or related to any breach of Clause A above; (iv) arising out of or related to any handling by Affiliate of data, records and information under Clause A above; (v) arising, directly or indirectly, from or in connection with the fraudulent use of credit cards as set out in Clause A above; (vi) arising from any claim that, if true, would constitute a breach of a Affiliate warranty, representation or covenant set forth in this Agreement; (all such claims collectively being “Affiliate Claims”); and Affiliate shall indemnify and hold Expedia and Expedia Group Members and related companies harmless from and against any costs, damages and fees reasonably incurred by Expedia and Expedia Group Members, including but not limited to fees of legal advisers (on a solicitor–client basis) and other professionals, that are attributable to such Affiliate Claims. Expedia shall have the right to approve the counsel selected by Affiliate for defence of Affiliate Claims. Expedia shall provide Affiliate reasonably prompt notice in writing of any such Affiliate Claims and provide Affiliate with reasonable information and assistance, at Affiliate‟s expense, to help Affiliate to defend such Affiliate Claims. Affiliate shall not have any right, without Expedia‟s written consent, to settle any such claim if such settlement arises from or is part of any criminal action, suit or proceeding or contains a stipulation to or admission or acknowledgment of, any liability or wrongdoing (whether in contract, tort or otherwise) on the part of Expedia or Expedia Group Members or otherwise requires Expedia or Expedia Group Members to take or refrain from taking any material action (such as the payment of fees). I. LIMITATION OF LIABILITY WITHOUT PREJUDICE TO ANY OTHER EXCLUSIONS OF LIABILITY SET OUT ELSEWHERE IN THIS AGREEMENT, AND EXCEPT FOR A PARTY‟S LIABILITY FOR THIRD PARTY CLAIMS AS SPECIFIED IN CLAUSE H OR EITHER PARTY‟S BREACH OF CLAUSE J OR AFFILIATE‟S BREACH OF CLAUSE A4, TO THE FULLEST EXTENT PERMITTED BY LAW IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY NATURE ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING SHALL APPLY REGARDLESS OF THE NEGLIGENCE OR OTHER FAULT OF EITHER PARTY AND REGARDLESS OF WHETHER SUCH LIABILITY SOUNDS IN CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER THEORY OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL EXPEDIA AND/OR EXPEDIA GROUP MEMBERS BE LIABLE TO AFFILIATE Standard Expedia Singapore Travel Agent Affiliation Agreement 12-11 Expedia Confidential Page 7 of 16
Page 1 and 2: EXPEDIA TRAVEL AGENT AFFILIATION AG
Page 3 and 4: Affiliate Account or Affiliate Trac
Page 5: authenticate card holder; and (iv)
Page 9 and 10: een received instantaneously on tra
Page 11 and 12: 3. Variation of Marketing Fee Rates
Page 13 and 14: PART 3 - GUIDELINES FOR EXPEDIA TRA
Page 15 and 16: SAMPLE BOOKING FORM Itinerary Numbe

EXPEDIA TRAVEL AGENT AFFILIATION AGREEMENT Welcome to ...

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