As used in this Agreement "we" means LACityTours.com," you " means the applicant and "Product" means any LACityTours.com product(s) offered for sale through the

LACityTours.com Affiliate program. By clicking on the "I Agree" button at the end of this Agreement you are affirmatively stating that you have read and understand this Agreement and that you agree to be bound by the terms and conditions herein.

1. Enrollment in the program.
To begin the enrollment process, you will submit a complete Program Application. We may reject your application at any time if we determine (in our sole discretion) that your site is unsuitable for the LACityTours.com Affiliate Program for any reason, including, but not limited to, if your site incorporates images or content that is in any way unlawful, harmful, threatening, defamatory, obscene, harassing or racially, ethically or otherwise objectionable, such as sites that facilitate illegal activity, depict sexually explicit images; promote violence; promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promote illegal activities or incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights.

2. Links from your Web site.
LACityTours.com will make available to you banner advertisements, button and/or text links (individually and/or collectively), which will link your site to the Web page from which the purchaser can complete purchase of the Product ("Product Page") and/or to LACityTours.com's Web site. The Links will include graphic images, text, LACityTours.com product descriptions and/or LACityTours.com trademarks and logos. Subject to the terms and conditions of this Agreement, you may display the Links as often and in as many areas on your site as you wish. You agree that you will co-operate fully with us in order to establish and maintain the Links, that you will not alter or modify the Links without our written consent and that you will display the Links prominently throughout your site. Each Link connecting users of your site to the Product Page and/or to LACityTours.com Web site will in no way alter the look, feel or functionality of your website. We have the right in our sole discretion to monitor your site at any time and from time to time to determine if you are in compliance with the terms of this Agreement.

3. Commissions.
You will earn commissions based on Net Product Sales that are generated utilizing the Links between your site and LACityTours.com. "Net Product Sales" as used herein means the Product sales price paid by the purchaser, less sales taxes, returns and charge backs. Only Products for which we have received full payment will qualify for a commission. Commission rates are 12% for Los Angeles City Tours & Layover Specials (A1 to A4) 6% for rest of tours & packages on direct bookings made as a result of someone clicking thru to our site.

4. Commission Payment.
We will pay you commissions on a monthly basis. Approximately 30 days following the end of each month, we will send you a check for the commissions earned on Product that we sold during that month. However, if the commissions payable to you for any month are less than $25.00, we will hold those commissions until the total amount due is at least equal to $25.00. If the customer subsequently cancels a tour that was booked which generated a commission, we will deduct the corresponding commission from your next monthly payment. If there is no subsequent payment, we will send you a bill for the fee, which must be paid upon receipt.

5. Responsibility of your Site.
You will be solely responsible for the development, operation and maintenance of your site and for all materials that appear on your site. You shall also be responsible for ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights), and ensuring that materials posted on your site are not libelous or otherwise illegal. You must have express permission to use another party's copyrighted or other proprietary material. We will not be responsible if you use another party's copyrighted or other proprietary material in violation of the law. We disclaim all liability for all of the foregoing matters. Further, you will indemnify and hold us harmless from all claims, damages and expenses (including without limitation attorney's fees) relating to the development, operation, maintenance and contents of your site.

6. Term of Agreement.
This Agreement will begin upon our acceptance of your LACityTours.com Affiliate Program Application. Your Affiliate Program Membership can only be terminated for good cause unless the program itself is terminated. Termination of this Agreement will include termination of all rights and licenses granted hereunder by us. Commissions are payable to you only on Product sales that occur during the term. We may withhold your final payment to ensure that all returns and charge backs have been taken into account. Sections 6,7,9,13 and 15 will survive the termination of this Agreement.

7. Relationship of parties.
Each party is acting as an independent contractor and not as an agent, partner, or joint venture with the other party for any purpose. Except as provided in this Agreement, neither party shall have the right, power, or authority to act or to create any obligation, express or implied, on behalf of the other.

8. Confidentiality.
Each party agrees that all binary code, inventions, algorithms, know-how and ideas it obtains from the other and all other business, technical and financial information it obtains from the other are the confidential property of the disclosing party ("Confidential Information"). Except as expressly and unambiguously allowed herein, the receiving party will hold in confidence and not use or disclose any Confidential Information and shall similarly bind its employees and agents. The receiving party shall not be obligated under this Section 9 with respect to information the receiving party can document: i) is or has become readily available to the public through no fault of the receiving party or its employees or agents; or ii) is received without restriction from a third party lawfully in possession of such information and lawfully empowered to disclose such information; or iii) was rightfully in the possession of the receiving party without restriction prior to its disclosure by the disclosing party; or iv) is independently developed by the receiving party by its employees or agents without access to the other party's similar Confidential Information. Each party's obligations with respect to Confidential Information shall continue for the shorter of five (5) years from the date of termination of this Agreement or until one of the above enumerated conditions becomes applicable. Each party acknowledges that its breach of this Section 9 would cause irreparable injury to the other for which monetary damages are not an adequate remedy. Accordingly, a party will be entitled to injunctions and other equitable remedies in the event of such breach by the other.

9. Licenses and Use of LACityTours.com Logos and Trademarks.
We grant you a non-exclusive, non-transferable, revocable right to i) access our Web site through the Links solely in accordance with the terms of this Agreement, and ii) to use our logos and trademarks ("Licensed Material") solely in connection with the Links and for the purpose of promoting Product sales on your site. You may not make any other use of the Licensed Material without LACityTours.com prior written consent. You may not modify or alter our logos and trademarks in any way.

10. Trademarks.
We grant to you a non-exclusive license to use our names, titles and logos which you use from time to time to advertise, market and promote our rights hereunder, provided that we are not required to so advertise, market and promote.

11. Modification.
We may modify the terms of this Agreement at any time in our sole discretion. You will be notified by email or by regular mail and a change notice will be posted on our site. Modifications may include, among others, changes in the scope, amount and payment terms of commissions. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the LACityTours.com Affiliate Program following our posting of a change notice or new agreement on our site will constitute your binding acceptance of the change.

12. Limitation of Liability.
We will not be liable for any indirect, special or consequential damages, or any loss of revenue, profits or data, arising in connection with this Agreement or the LACityTours.com Affiliate Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the LACityTours.com Affiliate Program will not exceed the total commission paid or payable to you under this Agreement.

13. Indemnification.
You agree to indemnify and hold harmless LACityTours.com, its subsidiaries, affiliates, officers, directors, employees, contractors and agents against all liabilities, claims, actions, losses, damages and expenses (any or all of the foregoing are called "Losses") insofar as such Losses arise out of or are based on i) any claim that our use of your trademarks infringes any intellectual property or proprietary right of any third party; ii) any breach of any covenant or misrepresentation of any warranty or representation made by you herein; or iii) any claim related to your site including, without limitation, content therein not attributable to us.

14. Independent Investigation.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETITIVE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE MARKETING PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

15. Privacy.
LACityTours.com is committed to ensuring the privacy of our users. In addition to fully supporting the Principles of Online Solicitation adopted by the Interactive Services Association (ISA) and the Direct Marketing Association, LACityTours.com also pledges that we will not provide an individual's email address, usage paths, or demographic data to any third parties. LACityTours.com is dedicated to improving Internet navigation for everyone, and firmly believes that personal privacy should be protected. We are acutely aware that evolving technologies present new challenges for user privacy. We work to comply with the guidelines set by numerous privacy organizations to ensure that we stay on the cutting edge of privacy protection.

16. Miscellaneous.
This Agreement shall be governed by and construed in accordance with the laws of the State of California. The parties have read this Agreement and agree to be bound by its terms, and further agree that it constitutes the complete and entire agreement of the parties and supersedes all previous communications, oral or written, and all other communications between them relating to the license and to the subject hereof. No representations or statements of any kind made by either party, which are not expressly stated herein, shall be binding on such party.