RECITALS:

Bestrip provides tour online booking software comprising inventory management software, customer relationship management software, sales and distribution software, Charges, Intellectual Property rights. This Agreement binds you or the entity you represent if are a provider of tours and you use the Bestrip Software. This Agreement contains the terms and conditions that govern your access to and use of the Bestrip Software and Services and is made between Bestrip and you. This Agreement commences on the Commencement Date. You represent that you are legally entitled and able to enter into this Agreement and, where you are signing up on behalf of another legal entity, that you have the legal authority to bind that entity.

1. SOFTWARE LICENCE

1.1 Licence

Upon entering into this Agreement, we grant you a limited, revocable, non-transferable and non-exclusive licence to access and use the Bestrip Software only in accordance with this Agreement and for the purpose of:

(a) managing your inventory and price

(b) managing your agent database

(c) managing your agent orders

1.2 Exclusivity

Other than the use of the Bestrip Software, you must not use any application, program, software, Intellectual Property or any other service that has a function materially similar to the Bestrip Software (whether in whole or in part) during the term of this Agreement.

1.3 Limitation

Your rights in the Bestrip Software are limited to those expressly granted in this Agreement. We reserves all rights and licences in and in relation to the Bestrip Software not expressly granted hereunder. As between us and you, the Application (and all copies thereof) and all Intellectual Property rights therein or relating thereto, must remain the exclusive property of Bestrip or its licensors.

2. YOUR ACCOUNT

2.1 Facilitation

You agree to facilitate the setup and activation of the Bestrip Software and Your Account and must provide us with access to Your Account and hardware used to access Your Account, whether on-site or through remote facilities, and to any of your computer or electronic data storage system or those of its third party contractors, if applicable, in order for us to perform any of its obligations pursuant to this Agreement.

2.2 Your information

If you are registering on behalf of a company you represent and warrant that you have the requisite authority to register on behalf of that company. You are responsible for ensuring that all information provided to us (including the information stored in Your Account), remains complete and up to date.

2.3 Username and password

Once you have registered, we will provide you with a username and password. You are responsible for the security of your password and all activity on Your Account (whether or not undertaken by you) and must ensure that there is no unauthorised access to Your Account.

2.4 Update

You must ensure that all data uploaded by you using Your Account is true, correct, accurate and up to date at all times.

2.5 Security

Bestrip will use firewalls and other technology generally used in the trade to prevent unauthorised third party access to its computer systems storing Your Account data as well as available encryption technology generally used in the trade to prevent unauthorised third party access. Notwithstanding the foregoing, Bestrip is not be liable to you in the event that its use of firewalls and other technology generally used in the trade fails to prevent unauthorised third party access to Your Account data or its website generally or its use of encryption technology generally used in the trade fails to prevent unauthorised third party access.

3. USE OF THE SERVICES

You agree not to:

(a) allow access to or use of the Bestrip Software by anyone other than you and your representatives;

(b) create internet “links” to or from the Bestrip Software, or “frame” or “mirror” any content forming part of the Bestrip Software other than your own intranets or otherwise for its own internal business purposes

(c) build a competitive product or service or build a product or service using similar ideas, features, functions or graphics of the Bestrip Software;

(d) copy any ideas, features, functions or graphics of the Bestrip Software, except in each case such use for your internal purposes;

(e) copy, modify, alter or distribure the Bestrip Software or any other software used to provide the Services;

(f) licence, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Bestrip Software available to any third party, other than as contemplated by this Agreement;

(g) reverse engineer, disassemble or attempt to derive the source code from the Bestrip Software or any other software used to provide the Services;

(h) upload viruses, worms, trojans, or other harmful software;

(i) interfere with or disrupt the integrity or performance of the Bestrip Software or the data contained therein;

(j) access or use the Services in any way intended to avoid incurring charges or exceeding usage limits;

(k) transmit information that infringes the rights of others or is abusive, pornographic, violent, racist, discriminatory, defamatory, harassing or threatening.

4. YOUR RESPONSIBILITIES

You are responsible for:

(a) the development and maintenance of Your Content and ensuring your Content us accurate and up to date;

(b) configuring and using the Bestrip Software;

(c) protection and backup of all Your Content;

(d) ensuring that all your product or service information, including availability and pricing information, is kept current at all times;

(e) ensuring that you can fulfil all reservations, bookings or purchases made online and for communicating any changes directly with your customers;

(f) compliance with any applicable laws and Bestrip policies;

(g) any claims relating to Your Content, including but not limited to any infringement of Intellectual Property rights claims.

5. MAINTENANCE

5.1 Upgrades

We may, from time to time and in our sole discretion, release modifications or upgrades to the Bestrip Software but are under no obligation to do so. You consent to us modifying or upgrading the Bestrip Software without your knowledge.

5.2 Maintenance

You acknowledge that from time to time we may be required to undertake scheduled or unscheduled maintenance and this may cause interruptions to the Services. You may not be able to process bookings using the Bestrip Software during this time or otherwise access our website. Where practicable we will provide you with at least 2 days’ notice in respect of any scheduled maintenance period or upgrade. Any general maintenance periods will be specified on our website.

5.3 No warranty

Bestrip does not warrant or guarantee that:

(a) the Bestrip Software will meet your requirements and expectations;

(b) the Bestrip Software will be compatible with, or capable of being used on or in connection with, your computer and communications systems;

(c) your access to the Bestrip Software will be uninterrupted or error free;

(d) the Bestrip Software will be accurate, reliable or fit for any particular purpose.

6. CHARGES

Supplier Charges include monthly/annual fee and commission

(a) you pay a monthly/annual fee for the use of Bestrip software.

(b) you pay a commission to Bestrip when we use someone on marketplace.

(c) the Charges and payment through the business negotiation

7. INTELLECTUAL PROPERTY RIGHTS

7.1 Intellectual property warranties

You represent and warrant that:

(a) you or your licensors own all right, title and interest in and to Your Content and you have the right to use You Content in the manner it is used in respect of your Bestrip account, our website and this Agreement;

(b) you have sufficient rights in Your Content to enter into and grant the rights provided for in this Agreement;

(c) Your Content does not infringe any third party Intellectual Property rights.

7.2 Setup

You acknowledge that we or our affiliates or licensors own all rights, title and interest in and to the Bestrip Software and all Intellectual Property rights therein or relating thereto (including but not limited to any images, photographs, videos, audio and text incorporated into the Bestrip Software) and your rights in the Bestrip Software are limited to those expressly granted in this Agreement. Bestrip reserves all rights and licences in and in relation to the Bestrip Software not expressly granted to you hereunder. As between you and Bestrip, the Bestrip Software (and all copies thereof) and all Intellectual Property rights therein or relating thereto, must remain the exclusive property of Bestrip or its licensors.

8. FORCE MAJEURE

Notwithstanding any other clause of this Agreement, neither party will be liable to the other party for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond that party’s reasonable control, including acts of God, systemic electrical, telecommunications or other utility failures, earthquakes, storms or other elements of nature, embargos, riots, acts or orders of government, acts of terrorism or war (Force Majeure Event).

9.Liability Disclaimer

The information, software, products, and services included in or available through the Bestrip Web Site may include inaccuracies or typographical errors. Changes are periodically added to the information herein. Bestrip and/or its suppliers may make improvements and/or changes in the Bestrip Web Site at any time. Advice received via the Bestrip Web Site should not be relied upon for personal, medical, legal or financial decisions and you should consult an appropriate professional for specific advice tailored to your situation. Bestrip and/or its suppliers make no representations about the suitability, reliability, availability, timeliness, and accuracy of the information, software, products, services and related graphics contained on the Bestrip web site for any purpose. To the maximum extent permitted by applicable law, all such information, software, products, services and related graphics are provided “as is” without warranty or condition of any kind. Bestrip and/or its suppliers hereby disclaim all warranties and conditions with regard to this information, software, products, services and related graphics, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by applicable law, in no event shall Bestrip and/or its suppliers be liablefor any direct, indirect, punitive, incidental, special, consequential damages or any damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the use or performance of the Bestrip Web Site, with the delay or inability to use the Bestrip Web Site or related services, the provision of or failure to provide services, or for any information, software, products, services and related graphics obtained through the Bestrip Web Site, or otherwise arising out of the use of the Bestrip Web Site, whether based on contract, tort, negligence, strict liability or otherwise, even if Bestrip or any of its suppliers has been advised of the possibility of damages. Because some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you. If you are dissatisfied with any portion of the Bestrip Web Site, or with any of these terms of use, your sole and exclusive remedy is to discontinue using the Bestrip Web Site. Service Contact : sales@bestrip.com

10.Termination/Access Restriction

Bestrip reserves the right, in its sole discretion, to terminate your access to the Bestrip Web Site and the related services or any portion thereof at any time, without notice.

11.Modification of these Terms of Use

Bestrip reserves the right to change the terms, conditions, and notices under which the Bestrip Web Site is offered, including but not limited to the charges associated with the use of the Bestrip Web Site.