STANDARD TERMS AND CONDITIONS

1. SCOPE. These Standard Terms and Conditions and all documents referenced herein (this “Agreement”) is entered into as of the date signed on the applicable Order Form between Adventure Office, and the party identified on the Order Form as “Client” (referred to herein as “you”, “your” or “Client”). The terms and conditions of this Agreement will apply to each business transaction between the parties for the provision of services and software by Provider.

2. REPRESENTATIONS. Representations, Warranties, and Obligations of Customer. Customer represents and warrants that (a) it has and shall have full right and authority to enter into this Agreement and (b) its use and its customers’ and other third-party users’ use of the Service and the Customer Data (as defined below) shall not violate the terms of or data rules.

3. PROVIDER SERVICES. Subject to your timely payment of all applicable fees, Provider will use reasonable efforts to provide the services (the “Services”) ordered by Client pursuant to Provider’s standard ordering form(s) (the “Order Form”), subject to Provider’s acceptance. The Services available to Client include: a. “Adventure Office” Software Application - Software application which allows management of Client’s travel- related products and services. Adventure Office includes: Client usage of the of Provider’s system for real-time travel inventory management and reservation processing; Secure hosting and storage of Provider-required Client data on equipment supplied by Provider and/or its suppliers; b. “Adventure Web” Online Transaction Processing Infrastructure - Computer interface which provides internet users access to Client’s travel-related products and services via Client’s own web site. Adventure Web including, Client usage of Provider-specified software coded within Client’s web-site (to be added by Client at your expense) which allows a visitor to select and purchase Client inventory items; and Enabling of Client site visitors to research and financially complete a purchase transaction at Provider’s secure website.

4. DISTRIBUTION Services – Marketing and/or resale of Client Travel Services through Provider authorized distribution programs (each a “Distribution Partner Program”). Distribution Partner Programs may include, but not be limited to, third-party internet sites where (i) travelers can directly book reservations and/or purchase tickets or vouchers or (ii) travelers can link to Provider’s web-site for booking reservations and/or purchasing tickets or vouchers. Client’s participation in a Distribution Partner Program will be conditioned upon acceptance of any and all additional terms and conditions that may be applicable to such program (as may be set forth in an addendum hereto). Client agrees that the pricing offered on Client Travel Services made available through the Distribution Partner Program(s) shall be equivalent to or lower than the price being offered by Client to its other customers purchasing similar services based on similar volume, seasonality and availability.

5. CLIENT OBLIGATIONS. You agree to: a. accurately describe the travel services you offer and Provider will in turn offer on your behalf (“Client Travel Services”); b. use best efforts to provide the Client Travel Services to the satisfaction of customers; c. maintain all Client data in the system such that it is always current and representative of actual inventory available to be sold on Client’s behalf; and d. maintain, at your expense, the infrastructure necessary to make use of the Services, including, but not limited to, computers and adequate internet access; e. make timely payment of all applicable fees due under this Agreement and the Order Form(s); f. maintain, at your expense, mechanisms necessary for Provider to facilitate financial transactions on Client’s behalf, including, at a minimum, a Merchant account capable of online credit card processing through a Provider-approved Processing Gateway.

6. LICENSE GRANT. Subject to your timely payment of all applicable fees, Provider grants Client a non-transferable, non- sub-licensable, non-exclusive license during the term of this Agreement to access Provider’s web site and use the software hosted on the site (the “Software”) solely for Client’s internal business purposes in connection with Provider’s provision of the Services. Client shall make no attempt to: (a) modify, adapt, alter, translate, or create derivative works from the Software; (b) sublicense, distribute, sell or otherwise transfer the Software to any third party; (c) use the Software in any service bureau or time sharing arrangement; (d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software or (e) otherwise use or copy the Software except as expressly permitted under this Agreement. The Software is licensed and not sold and is protected by copyright, trademark and trade secret laws and international treaty provisions.

7. UPGRADES; SUPPORT. Subject to your timely payment of all applicable fees, Provider will use reasonable efforts to maintain, correct and support the Services and Software at no additional charge. Provider reserves the right to add features, modules or otherwise upgrade the Software. Use of such upgrades may be subject to additional charges.

8. CLIENT CONTENT. You agree that you will not use the Services to: a. submit, post, upload or otherwise transmit content or data that contains viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer; b. submit, post, upload, utilize or otherwise transmit any content or data through the Services that is defamatory, libelous, abusive, tortuous, harassing, vulgar, obscene, or otherwise indecent; c. submit, post, upload or otherwise transmit any content or data that infringes or otherwise violates the rights of any third party, including without limitation privacy rights, copyright rights, and other proprietary rights; d. impersonate, or otherwise misrepresent your affiliation with, any other person or entity; e. falsify or delete any attributions, legends, or other proprietary designations of the origin or source of software or other Provider content or contained in a file that is uploaded; f. collect or store personal data about other users; or violate any applicable local, state, federal, or international law or regulation.

9. CONTENT. Provider does not claim ownership rights in any Client content or data; provided, however, Client recognizes that information regarding Client’s customers are not necessarily exclusive to Client as such customers may be common customers of Provider or other clients of Provider. For the sole purpose of enabling Provider to provide the Services, you grant to Provider a non- exclusive, royalty-free license to use, copy, distribute, and display the Client content and/or data, including without limitation, images, pictures and graphics from Client’s website. Provider reserves the right to remove, delete, move or edit Client content or data that it, in its sole discretion, deems abusive, defamatory, obscene, in violation of the law, including but not limited to copyright or trademark law, or otherwise unacceptable. Client is entirely responsible for all Client content or data and Provider will not be liable for any such Client content or data. Client agrees to indemnify and hold Provider harmless for any violation of this provision. Notwithstanding anything contained herein to the contrary, all user data, including, without limitation, use and traffic data concerning users who access Provider’s web-site, whether by linking through a Distribution Partner Program or otherwise, is exclusively owned by Provider and may be used by Provider for any lawful purpose.

10. USER ACCOUNT. Client will receive a password and account designation (“User Account”) upon completing the Services' registration process. You are responsible for maintaining the confidentiality of the User Account, and are fully responsible for all activities that occur under Client’s User Account. You agree that access to the Services, via your User Account, will be restricted to Client employees whose use is consistent with this Agreement, and giving others unauthorized access via your User Account is expressly forbidden and grounds for immediate termination of this Agreement. Client agrees to immediately notify Provider of any unauthorized use of Client’s password or account or any other breach of security. Provider cannot and will not be liable for any loss or damage arising from Client’s failure to comply with this Section.

11. ACCOUNT ACTIVITY. Provider reserves the right to monitor Client’s User Account and use of the Services and to disclose any information necessary to (i) ensure your compliance with this Agreement; (ii) satisfy any applicable law, regulation or legal process; or (iii) protect the rights, property and interests of Provider, its employees or the public. Provider reserves the right to suspend or terminate any User Account and use of the Services and Software, and remove and discard any Client content or data at any time, without notice, due to your breach of this Agreement, including policies or guidelines set forth by Provider elsewhere, conduct that Provider believes is harmful to other users of the Services or the business of Provider or other third party information providers.

12. TERM AND TERMINATION. The initial term of the Services shall be set forth in the applicable Order Form, and will renew upon the expiration date for successive terms of equal length unless terminated earlier pursuant to this Agreement. Either party may immediately terminate this Agreement if the other party breaches any material provision and fails to cure such breach within thirty (30) days after receipt of written notice by the other party. Either party may terminate this Agreement for its convenience and without cause by providing sixty (60) days written notice to the other party. Either party may terminate this Agreement immediately upon written notice if the other party becomes the subject of a bankruptcy, insolvency, or similar proceeding, or there is an assignment for the benefit of creditors, and such proceeding is not dismissed within thirty (30) days of filing. Neither party will be liable to the other for any expiration or termination of this Agreement; provided, however, termination will not extinguish claims or liability arising prior to such expiration or termination. Upon the effective date of expiration or termination, Provider will immediately cease providing any Services and any and all remaining payment obligations of Client under this Agreement shall become immediately due and payable. Sections 15, 16, 17, 18, 19, 20, 21, 22, and 23, and all of Client’s outstanding payment obligations shall survive the expiration or termination of this Agreement.

13. FEES. You shall make timely payment of all applicable fees pursuant to the applicable Order Form(s), which shall commence billing as of the date of the start of the Services. All payments must be made in U.S. dollars. Any amounts not paid when due will accrue interest at the lesser of one and one-half percent (1½%) per month or the maximum rate permitted by applicable law from the due date until paid. If any fee remains unpaid ten (10) days after written notification of failure to make payment, Provider may, in its sole discretion and without liability, disable the Services and/or terminate this Agreement immediately. Client agrees to pay all costs, including attorneys’ fees, incurred by Provider in the collection of any unpaid fees.

14. FEE COLLECTION. To facilitate timely payments to Provider by Client, Client agrees to provide a valid credit card to Provider to which fees can be charged, as earned, by Provider. This Agreement represents Client’s ongoing authorization to charge said credit card for fees earned by Provider.

15. CHANGES. Provider reserves the right to modify or eliminate certain components of the Services and the fees under this Agreement upon not less than thirty (30) days prior written notice to Client. Your continued use of the Services after the expiration of the notice period constitutes your acceptance of such changes.

16. DISCLAIMER OF WARRANTIES. Client acknowledges that the Services are computer-network based, and there will be occasions when the Services will be interrupted. Adventure Office exercises no control over and accepts no responsibility for the information or content accessible on the Internet. The Internet is not a secure network; confidential or sensitive information should not be transmitted over the Internet or stored on computers directly connected to the Internet. Adventure Office disclaims any liability for loss or theft of information transmitted over the Internet or stored on computers directly connected to the Internet. THE SERVICE AND ANY RELATED SOFTWARE AND/OR EQUIPMENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NEITHER ADVENTURE OFFICE, NOR ITS EMPLOYEES, NORE ITS AFFILIATES, NORE ITS CONTRACTORS, OR NORE ITS AGENTS WARRANT THAT THE SERVICE SHALL BE ERROR-FREE, UNINTERRUPTED, SECURE, OR PRODUCE PARTICULAR RESULTS OR THAT THE INFORMATION OBTAINED ON THE INTERNET SHALL BE RELIABLE OR UNOBJECTIONABLE. NO ADVICE OR INFORMATION GIVEN BY ADVENTURE OFFICE OR ITS EMPLOYEES, AFFILIATES, CONTRACTORS, OR AGENTS SHALL CREATE A WARRANTY.

17. INDEMNIFICATION. Customer shall indemnify, defend, and hold harmless Adventure Office and its employees, affiliates, contractors, and agents from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative), and expenses (including, without limitation, reasonable attorneys’ fees) arising from or related to (a) any breach of this Agreement, including, without limitation; (b) any use of the Service or acts or omissions by Customer or any of its customers, employees, affiliates, contractors, or agents; or (c) any claims for infringement of any third-party rights arising from or related to the Customer Data.

18. LIMITATION OF LIABILITY. IN NO EVENT SHALL ADVENTURE OFFICE OR ITS EMPLOYEES, AFFILIATES, CONTRACTORS, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR FOR ANY LOST OR IMPUTED PROFITS, REVENUE, DATA, OR USE, REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH LIABILITY IS ASSERTED, INCLUDING, WITHOUT LIMITATION, LEGAL THEORIES OF CONTRACT, TORT, OR STRICT LIABILITY, EVEN IF ADENTURE OFFICE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, IN NO EVENT SHALL ADVENUTRE OFFICES’s LIABILITY FOR ANY DAMAGES EXCEEDE THE ACTUAL DOLLAR AMOUNT PAID BY CUSTOMER FOR THE SERVICE DURING THE SIX (6) MONTH PERIOD PRIOR TO THE DATE THE DAMAGES OCCURRED OR THE CAUSE OF ACTION AROSE. Adventure Office shall not be responsible for performance of its obligations hereunder where delayed or hindered by events beyond its reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, embargo, fire, flood, accident, strike or other labor disturbance, interruption of or delay in transportation or telecommunication service, act of its vendors or suppliers, or inability to obtain raw materials, supplies, or power used in or equipment needed for the provision of the Service.

19. NO ASSIGNMENT. Client may not assign its rights or delegate its duties under this Agreement either in whole or in part without the prior written consent of Provider, except to any successor to its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise. Any attempted assignment or delegation without such consent will be void. This Agreement will bind and inure to the benefit of each party’s successors and permitted assigns.

20. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between Provider and Client and governs your use of the Services and Software, superseding any prior or contemporaneous agreements between Provider and Client. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement shall remain in full force and effect. No term or provision in any invoice or other business form will control the relationship of the parties or supersede any conflicting term of this Agreement. The headings of Sections of this Agreement are for convenience and are not to be used in interpretation.

21. GOVERNING LAW; VENUE. This Agreement shall be construed pursuant to the laws of the State of Colorado and the United States without regard to the conflict of laws provisions thereof and without regard to the United Nations Convention on Contracts for the International Sale of Goods. The Federal and State Courts located in Denver County, Colorado shall have sole jurisdiction over any disputes arising hereunder and the parties hereby submit to the personal jurisdiction of such courts.

22. WAIVER. The waiver by either party of a breach of this Agreement or any right hereunder shall not constitute a waiver of any subsequent breach of this Agreement; nor shall any delay by either party to exercise any right under this Agreement operate as a waiver of any such right.

23. NOTICES. All notices required by or relating to this Agreement will be deemed to have been given as of the date of delivery or five (5) days after it is sent, whichever is earlier. All such notices shall be in writing and delivered in person or sent by means of certified mail, postage prepaid, confirmed facsimile, confirmed electronic mail, or nationally recognized overnight courier, to the parties to this Agreement and addressed as follows: If to Provider: Adventure Office 1280 Lafayette Suite 403 Denver CO 80218 Email: support@adventureoffice.com Fax: 303-292-5523 If to Client: Contact Information Listed on the applicable Order Form