2.1 asiantrails.com will, subject to the terms of this Agreement, allow the Agency to make Reservations via the Website. The Agency may use the Website in accordance with the applicable terms and conditions set forth in the Website (the “Terms and Conditions”), which are binding on the Agency and any of its Agents (as defined below). Asian Trails may update the Terms and Conditions by posting updated Terms and Conditions on the Website. If the Agency continues to use the Website following the posting of updated Terms and Conditions, the Agency will be bound by the updated Terms and Conditions.

2.2. Asian Trails owns the copyright in the Website. The Website and its contents are and shall remain the exclusive property of Asian Trails, and no license to use the Website or its contents hereunder grants to the Agency any ownership rights, or express or implied right to use any copyrights, trademarks, patents or trade secret information of Asian Trails, except as otherwise explicitly provided herein.

3.2. The Agency may not provide access to the Website to anyone else without Asian Trails’ prior written permission (the Agency’s employees and others given access to the Website at the Agency’s request will be referred to the Agency’s “Agents”).

4.1. The Agency will be fully responsible for payment of all Reservations its Agents have made through the Website. The Agency will also be fully responsible for any inappropriate usage of the passwords Asian Trails has provided it.

4.3. If an Agent ceases to be the Agency’s employee or has no continuing business relationship with the Agency in relation to Asian Trails, it is the Agency’s responsibility to block such Agent from the system by disabling the Agent’s access to the Website and by informing Asian Trails.

5.1. Asian Trails will send an invoice to the Agency each month for Reservations made by the Agency’s Agents during the previous month. The Agency agrees to pay this invoice in full by bank transfer in the currency quoted in the invoice by the 15 th day of the month for Reservations made during the previous month. Asian Trails reserves the right to request payment in advance for agencies without credit arrangements.

5.2. The payment to Asian Trails is to be by bank transfer by SWIFT to The Siam Commercial Bank PCL, Ploenchit Branch Bank account 059566789022001 SWIFT Code: SICOTHBK or to any other account that will be provided by Asian Trails. Late payments incur interest at the greater of (a) 18% per annum or (b) the highest amount allowed by law. The Agency agrees to pay any costs of collection of invoiced amounts, including reasonable attorneys’ fees.

5.4. If the Agency disputes any charge in an invoice, the Agency must provide full details of the dispute to Asian Trails in writing prior to the 15 th day of the month of the disputed invoice. Failure to bring to Asian Trails’ attention full details of any dispute concerning any invoice within that period may result in the Agency’s being precluded from seeking any discount or other claim against AsianTrails.

5.5. The Agency is not permitted to set off any claims against Asian Trails. The Agency may not deduct from an invoice any other claims which the Agency may have or allege against Asian Trails.

For the sake of clarity, invoices are payable at the prices set forth therein even if the Agency’s client claims to have seen a rate which is lower than the rate set forth in the invoice.

6.1. Before Asian Trails provides the Agency with access to the Website, the Agency will provide Asian Trails with a deposit of 2,500 USD (the “Deposit”).

7.1. Under no circumstances will the Agency disclose Asian Trails’ confidential information to anyone, except the Agents on a need to know basis. Such confidential information to include without limitation, the prices or other information on the Website and the terms of this Agreement. The Agency will not, without obtaining Asian Trails‘ prior written consent, disclose to any third party or use for any purpose other than the performance of obligations or rights under this Agreement any of Asian Trails’ confidential information.

7.2. Asian Trails is entitled to enforce the obligations in this Section 7 by seeking immediate injunctive relief, in addition to any other rights and remedies available by law or under this Agreement. Asian Trails may terminate this Agreement, effective immediately, upon a breach of these confidentiality provisions.

7.3. The Agency will inform its Agents and other employees, agents, and advisors of the confidentiality requirements set forth in this Agreement, and will be liable for breach of these confidentiality requirements by such parties.

In order to access the Website, The Agency need to use a computer with Internet Explorer version 5.0 or above connected to the internet.

9. No warranties. The Agency understands that the Website may undergo upgrades, improvements or maintenance from time to time, and that the Website, for this or other reasons, may not be available at all times. In addition, the Website contains information from third parties, which may or may not be accurate, complete or up-to-date. THE WEBSITE AND ITS CONTENTS, INCLUDING THE ACCURACY OF THE CONTENT, ARE PROVIDED “AS IS” WITH NO WARRANTIES WHATSOEVER FROM ASIAN TRAILS OR ITS SUPPLIERS. ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW.

10. Limitation of Liability. The Agency understands that Asian Trails only acts as an intermediary for booking Reservations. Asian Trails is not liable for any mistakes, damage, non-performance or defective performance of airlines, carriers, hotels, tour operators or other suppliers, or for damage to the Agency’s customers due to delay, accident or sickness, damage to luggage or any direct or indirect damage caused to the customer in the course of the trip by reason of an accident, delay, violence, robbery, theft, loss of luggage, documents, flight tickets or passports, hospitalization, medical expenses or otherwise. The Agency expressly understands and agrees that under no circumstances will Asian Trails or its suppliers be liable to the Agency or any Agent or customer on account of the Agency or the Agent’s use or misuse of and reliance on the Website. Such limitation of liability shall apply to prevent recovery of direct, indirect,incidental, consequential, special, exemplary, and punitive damages (even if Asian Trails or its suppliers have been advised ofthe possibility of such damages). Such limitation of liability shall apply whether the damages arise from use or misuse of and reliance on the Website, from inaccuracy of the Website’s contents, inability to access the Website, or from claims in connection with the Reservations. Such limitation shall apply to the fullest extent permitted by law.

11.1. This Agreement will commence on the Effective Date and will continue for one year thereafter. It will renew automatically for each booking by clicking on Accept terms and conditions.

11.2. This Agreement may be terminated by either party, provided that there has been a material breach of this Agreement by the other party and such party fails to cure the breach within sixty (30) days after written notice thereof. The written notice will specify in detail the material breach claimed.

11.3. This Agreement may be terminated by either party, effective immediately, upon the insolvency, bankruptcy or liquidation of the other party; the making an assignment for the benefit of its creditors; the appointment of a receiver, liquidator or similar official for the other party; or an attempt to impermissibly assign this Agreement.

11.4. Upon the termination of this Agreement, the Agency will promptly return to Asian Trails all of Asian Trails’ confidential information that is in the Agency’s possession or control or that of its Agents or advisors, and will certify that neither the Agency nor its Agents or advisors have retained any of Asian Trails’ confidential information.

11.5. Asian Trails’ right to payment will survive any termination of this Agreement, as to all then accrued amounts due and as to any additional amounts due which will thereafter accrue hereunder. In addition, Section 7 (Confidentiality) will survive any termination.

12.1. The laws of the Kingdom of Thailand govern this Agreement, excluding its conflicts of laws provisions. The Agency hereby consents to the exclusive jurisdiction and venue of courts in Bangkok in all disputes arising out of or relating to the use of the Website or this Agreement. Use of the Website is unauthorized in any jurisdiction that does not give effect to all provisions of this Agreement, including, without limitation, this paragraph.

12.3. The Parties hereunder are operating as independent contractors. The parties agree that no joint venture, franchise, partnership, employment, or agency relationship exists between the Agency and Asian Trails as a result of this Agreement or use of the Website.

12.4. This Agreement is assignable by either party, provided that they give advance written notice to the other party, and the assignee agrees in writing to be bound by all terms of this Agreement. An assignment does not relieve a party of its obligations which accrued prior to the assignment

12.5. If any part of this Agreement is determined to be invalid or unenforceable including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect.

12.6. This Agreement shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed on behalf of the parties by their respective duly authorized representatives. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.