This Agreement is made between PT. BaliBiz, a company incorporated in Indonesia and having its business address at RAMA ROOM, NAKULA BUILDING 2ND FLOOR JALAN NAKULA NO. 20X, KUTA, BALI, INDONESIA which owns and operates an internet site with the URL : www.balivillafinder.com ("PT. BaliBiz 's website") and you ("Affiliate Partner "). This Agreement sets out the terms upon which the Affiliate Partner participates in the program to earn commission on sales of hotel reservations and services ("Affiliate Partner Program").

IT IS AGREED AS FOLLOWS:

1.0 Duration of agreement

1. The duration of this Agreement shall be for a period of 1 year from the date this Agreement is accepted by PT. BaliBiz.
2. This Agreement shall automatically renew for successive periods of 1 year unless terminated by either party 30 days prior to the expiry of the term or otherwise in accordance with this Agreement.

2.0 Obligations of Affiliate Partner

The Affiliate Partner shall :

1. Display the link from the Affiliate Partner's website to a Affiliate  version of the travel site ("Affiliate  Site");
2. Market promote and convey reservations for the products and services offered from time to time by PT. BaliBiz including, without limitation, hotel/resort/motel accommodation, car rental services, tour packages, travel insurance, meals and transfers ("Travel Products") via the Internet upon such terms and conditions as may be imposed by PT. BaliBiz;
3. Use asiarooms.com as the travel booking engine on the Affiliate Partner's website;
4. Aggressively promote the Travel Products on the Affiliate Partner's website and the Affiliate  Site; and be solely responsible for the development, operation and maintenance of the Affiliate Partner's website and for all materials that appear on the Affiliate Partner's website, including without limitation, the following:

The technical operation of the Affiliate Partner's website and all related equipment; the accuracy and appropriateness of materials posted on the Affiliate Partner's website (including, without limitation, ensuring that materials posted on the Affiliate Partner's website do NOT violate or infringe upon the rights of any third party, are NOT libelous or otherwise illegal).

3.0 Obligations of BaliBiz2000 Inc

BaliBiz2000 Inc shall:

1. Provide the Affiliate Partner with a unique link from the Affiliate Partner's website to the Affiliate  Site;
2. Provide the Affiliate Partner with the art specifications for building the Affiliate  Site;
3. Provide the Affiliate Partner with a statistical report of sales made through the Affiliate  Site;
4. Offer the Travel Products to the customers of the Affiliate  Site at the same rates the Travel Products are offered to the public; and
5. Provide customers of the Affiliate  Site with the same level of service and support accorded to customers of PT. BaliBiz.

4.0 BaliBiz2000 Inc Policies

1. All reservations received for the Travel Products through the Affiliate Site are subject to acceptance by PT. BaliBiz in accordance with its policies at the time of reservation. The policies of PT. BaliBiz with respect to reservations are subject to change at any time without prior notice to the Affiliate Partner.
2. For purchases of airline tickets (if any) of International Air Transport Association ("IATA") accredited airlines, the airline tickets will be issued by fulfilment agents appointed by PT. BaliBiz and as selected by the purchaser from the list of fulfilment agents on PT. BaliBiz's website.
   
   Commissions
3. Subject to clause b., for each reservation made through the Affiliate  Site and accepted by PT. BaliBiz, PT. BaliBiz shall pay the Affiliate Partner:  (in respect of Travel Products other than airline tickets) a commission of 5% of the amount of the accepted reservation (in United States Dollars) before tax;
    
4. Commissions shall NOT be paid for any fraudulent transaction as determined by PT. BaliBiz or PT. BaliBiz's acquiring bank.
    
5. Commissions shall be paid quartlery in the form of a cheque payable to the Affiliate Partner and sent to the Affiliate Partner's address as notified to PT. BaliBiz. In the event that the unpaid, cumulative quarterly commissions is less than USD250 for any quarter, such commissions shall be deferred until the first month in which the unpaid, cumulative
   quarterly commissions exceed United States Dollars Two Hundred and Fifty (US$250.00).
    
6. The commission set out in this clause shall be the sole compensation that the Affiliate Partner is entitled to receive under this Agreement.

5.0 Representations and Warranties

1. Each party represents and warrants to the other that:
   
   a) its site does not and will not contain any content, materials, advertising or services that infringe on or violate any applicable law, any proprietary right of any third party or which is defamatory, obscene or offensive; and
   
   b) it has the right and authority to enter into and perform all obligations under this Agreement.

6.0 Disclaimer

1. Notwithstanding anything herein to the contrary, PT. BaliBiz makes no express or implied warranties or representations:
    
2. with respect to the Program or the Travel Products (including, without limitation, warranties of merchantability, fitness for a particular purpose, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage);
    
3. that the operation of the Affiliate  Site shall be uninterrupted, error-free and/or virus free at all times.

7.0 Exclusion of Liability
BaliBiz2000 Inc shall not be liable to the Affiliate Partner for:

1. any consequential, incidental, punitive, exemplary, special or indirect damages of any kind, arising out of, under or relating to this Agreement (whether or not advised of the possibility of such damages);
    
2. damages of any kind arising out of any failure or delay by BaliBiz2000 Inc in
   performing any or all of its obligations contained herein if the failure or delay is due to circumstances or cause beyond the reasonable control of BaliBiz2000 Inc or its employees, agents or sub-contractors (including, without limitation, action or inaction of any governmental or local authority, civil unrest, war, act of God, industrial disputes, strikes, lock-outs, power failure, computer, electronic or electrical system failure, malfunction or breakdown, failure of the internet transmission or links, hacking of the BaliBiz2000 Inc system, contamination or corruption of the BaliBiz2000 Inc system or software howsoever caused).
    
3. Damages under this clause include but are not limited to damages for loss of business reputation, loss of profits or revenues, business interruption, loss of business information, or any other pecuniary loss.
    
4. Notwithstanding anything to the contrary contained in this Agreement, in no event shall BaliBiz2000 Inc's aggregate liability arising out of, under or relating to this Agreement and/or the Program exceed the total commission paid to the Affiliate Partner under this Agreement.

8.0 Indemnity

1. The Affiliate Partner shall indemnify and hold harmless PT. BaliBiz from and against any losses, claims, damages, liabilities, damages or expenses (including, without limitation, attorney's fees) arising from a material breach of this Agreement.
2. This clause shall survive any termination of this Agreement.

9.0 Licences

1. PT. BaliBiz grants the Affiliate Partner a non-exclusive, revocable right to use the logos, trade names, trademarks and all other intellectual property and such other images of BaliBiz2000 Inc for the purposes of identifying the Affiliate Partner as a participant of the Program and of generating sales of the Travel Products.
    
2. The Affiliate Partner grants PT. BaliBiz a non-exclusive, non-transferable, revocable right to use the logos, trade names, trademarks and all other intellectual property and such other
   images of the Affiliate Partner for marketing and advertising purposes. The Affiliate Partner agrees that reference may be made by PT. BaliBiz in its promotional and marketing activity to the existence of this Agreement and the services provided hereunder and that PT. BaliBiz may display the Affiliate Partner's name, trademarks and logo on its website, and the Affiliate Partner agrees to act as a reference site.
    
3. Save as expressly provided this Agreement, neither party shall have the right, authority or licence to use, display or exploit the Intellectual Property of the other party without that party's prior written consent.
   In this clause, "Intellectual Property" means logos, icons, trade names, trade secrets, patents, copyrights, service marks, trademarks, know-how, moral rights and similar rights of any type, under the laws of any relevant governmental authority, domestic or foreign including all applications and registrations relating to any of the foregoing.

10.0 Variation

1. PT. BaliBiz may vary any of the terms and conditions contained in this Agreement, at any time and in its sole discretion, by posting a change notice or a new Agreement on PT. BaliBiz's website.
    
2. If any variation is unacceptable to the Affiliate Partner, the Affiliate Partner may terminate this Agreement. The Affiliate Partner's continued participation in the Program 7 days following BaliBiz2000 Inc's posting of a change notice or new agreement on PT. BaliBiz's website shall constitute binding acceptance by the Affiliate Partner of the variation.

11.0 Termination

1. Either party may at any time terminate this Agreement by written notice to the other party if:
   
   a) the other party has committed a material breach of this Agreement and has failed to remedy such breach within 30 days of written notice by the non-defaulting party specifying the breach and requiring the defaulting party to remedy the same; or
   
   b) the other party appoints, or has appointed to it, a liquidator, receiver or
   administrator or enters into any scheme of arrangement with its creditors; or
   
   c) a winding up petition is filed against the other party or the other party's business becomes insolvent.

Upon the expiry or earlier termination of this Agreement, the rights and licences granted to each party pursuant to this Agreement shall automatically terminate.

12.0 Dispute

1. The parties agree that any dispute under this Agreement shall be referred for arbitration within the meaning of the Arbitration Act of Thailand. The arbitration shall be conducted in accordance with the rules and laws of the Republic of Indonesia.

13.0 Miscellaneous

1. The rights and obligations of the Affiliate Partner under this Agreement may not be assigned without the prior written consent of PT. BaliBiz.
    
2. The terms and conditions in this Agreement shall be binding on the permitted assigns and successors-in-title of each party.
    
3. No failure byPT. BaliBiz to exercise nor a delay in exercising any right, power or remedy under this Agreement shall operate as a waiver. Nor shall any single or partial exercise of any right, power or remedy preclude any other or further exercise of that or any other right, power or remedy.
    
4. A waiver of any breach of this Agreement must be in writing and signed by or on behalf of the party granting the waiver.
    
5. BaliBiz2000 Inc and the Affiliate Partner are independent contractors and nothing in this Agreement shall be construed as constituting or evidencing any partnership, agency or joint venture between the parties.
    
6. The Affiliate Partner acknowledges that PT. BaliBiz may at any time operate web sites that are similar to or compete with the Affiliate Partner's website.
    
7. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall:
   
   a) be ineffective in that jurisdiction to the extent of the prohibition or unenforceability;
   
   b) not invalidate the remaining provisions of this Agreement; and
   
   c) not effect the validity of that provision in any other jurisdiction.
   
   d) This Agreement is the entire agreement between the parties in respect of its subject matter and supersedes all previous agreements and documentation with respect to its subject matter.
   
   e) This Agreement shall be governed by and construed in accordance with the laws of Republic of Indonesia