MARKETING SERVICES AGREEMENT

This Agreement contains the complete terms and conditions that apply to your participation in our Affiliate Program. As used in this Agreement, "We" or "Us" refers to Global Travel International, Inc. and "You" refers to the applicant. "Site" means a World Wide Web site and, identified by exact URL (Unified Resource Locator).

By signing up for an Affiliate Account, You are agreeing to the terms specified in this agreement. Violation of any terms and conditions included in this agreement may result in termination of Your account, and possible forfeiture of affiliate revenue. You must be 18 years of age or older to enter into this Agreement with Us.

1. Enrollment in the Program
To begin the enrollment process, You will submit a complete Affiliate application via Our site. We reserve the right to reject Your application or terminate this agreement any time upon written notification to You.

2. Acceptable Advertising Methods
As an affiliate, You earn revenue by generating sales of Our memberships. You may solicit and generate membership enrollments as outlined on any insertion order approved for You by Us.

3. Term of the Agreement
The term of this Agreement will begin upon Our acceptance of Your application and shall continue for the period of one calendar year. This agreement shall automatically renew each year at the conclusion of the initial term, and each renewal term unless terminated by either party at least thirty (30) calendar days prior to that term's conclusion. Either You or We may terminate this Agreement at any time, with or without cause, by giving the other party at least seven (7) calendar days written notice of termination. Upon the termination of this Agreement for any reason, You will immediately cease use of, and remove from Your site, all links to Our site and any other promotional materials that We provided to You as to an affiliate. You will also cease making telemarketing calls soliciting any of Our products and/or services. You are only eligible to be paid for sales that occur during the term, and sales through the date of termination. We may withhold Your final payment for a reasonable time to ensure that the correct amount is paid. Termination of this agreement shall not relieve either party of any amounts due from one party to the other.

4. Sale Processing
We will process sales orders placed by customers solicited by You. We reserve the right to reject orders that do not comply with any requirements that We may establish periodically. We will be responsible for all aspects of order processing and fulfillment. Among other things, We will prepare order forms, process payments, cancellations, and returns, and handle customer service. We will track the sales You solicited and made by customers who purchase products and will make available to You reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time in Our discretion.

5. Non-Qualified Sales
Sales with invalid or fraudulent information including but not limited to name, address, telephone, or email or orders charged-back due to credit card fraud do not qualify for payment.

6. Compensation
We shall pay You per the formula(s) set forth in the Insertion Order. You shall only be entitled to compensation for those memberships purchased as a direct result of Your efforts and shall not be entitled to any compensation in the event a person enrolls as a result of a different referral source or other reason. Compensation due to You shall be paid in accordance with the terms shown in the Insertion Order.

7. Refunds & Cancellations
We have a policy of liberally refunding enrollment fees for Our products and to Members upon their request, and to make adjustments and allowances (for bad debt or otherwise). Accordingly, We may, at our sole and absolute discretion, provide money-back guarantees to any Member.

8. Responsibility for Your Site / Telemarketing Operation
You will be solely responsible for the development, operation and maintenance of Your site and for all materials that appear on Your site. We shall have no responsibility for the development, operation and maintenance of Your site and for all materials that appear on Your site. You hereby represent and warrant to Us 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 that materials posted on Your site are not libelous or otherwise illegal. You must have express permission to use copyrighted material owned by another party or other proprietary material. We will not be responsible if You use copyrighted material from another party or other proprietary material in violation of the law. You will also be responsible for the operations and overhead related to any form of approved telemarketing You may do while selling Our membership products and services.`

9. Internet Marketing / Telemarketing Guidelines
A. Marketing Materials, Script. Where We have not provided marketing materials to You and/or You have elected to supply Your own product, we shall be given immediate access to all product intended for use in the marketing of our products and You will not use such product without our written approval. This includes, but is not limited to, scripts, ads, emails, SMS text messages, opt in mechanisms and Website marketing. You must not promote any Programs using fraudulent means. "Fraudulent means" include, but are not limited to:

You also agree that You or the sites You use to market Our products and/or services do not do any of the following:

a. Racial, ethnic, political, religious, gender, or lifestyle hate-mongering or otherwise objectionable content;

b. Investment, money-making opportunities or advice not permitted under law;

c. Gratuitous violence or profanity;

d. Material that defames, abuses, or threatens or urges physical harm to others;

e. Promotion of illegal substances or activities such as illegal online gambling, how to build a bomb, counterfeiting money, etc.;

f. Software or other media pirating (e.g., Warez, Hotline);

g. Hacking, spoofing, phishing or Phreaking;

Any commissions credit to You through such activities as described above, or activities We deem similar, at Our sole and absolute discretion, to those described above shall be reversed and subtracted from amounts owed to You.

B. Telephone Do Not Call Requests. You agree to forward all entity specific do not call requests to Us within a reasonable time period, not to exceed five (5) business days.

C. Monitoring / Recording. You agree to allow Us to monitor all telemarketing calls made pursuant to this agreement. You shall ensure that the proper consent to monitor is obtained to allow Us to conduct such monitoring. Scheduled remote monitoring will be conducted monthly by our internal Quality Assurance and Compliance Department or a third party monitoring firm designated by Us. Calls are monitored and scored using a standard, pre-defined criteria, which will be updated and distributed periodically. Each monitored call is scored on quality. This score will include five (5) basic categories as defined below:

Reporting documents will be provided to each agency periodically summarizing that agency’s performance.

D. Recording Requirements. We require that you record 100% of your telemarketing sales telephone calls. We must be allowed access to recordings of 100% of sales that are requested for the re-verification process. Recordings must be provided in a .wav or MP3 format. Failure to provide a sales recording within one (1) business day via secure FTP upload for re-verification will result in that sale being considered unauthorized and reversed from your commission. Sales that occur on Friday or Saturday must be provided to GTI by 7:00am the following Monday. We may elect to access a fee to You for failure to provide timely recordings of sales verifications.

E. Sales Re-Verifications. On a daily basis we will re-verify a minimum of five percent (5%) of all sales call recordings. These sales will be selected on a random basis.

F. Out of Compliance Sales. Any sale that is canceled and/or refunded as a result of the verification process will be considered out of compliance with Our Guidelines and will be reversed from Your commission. Definitions of out of compliance sales include but are not limited to those defined below.

G. Definitions

Unauthorized Sale: H. Marketing Materials, Script. Where We have not provided marketing materials to You and / or You have elected to supply Your own product, We shall be given immediate access to all material intended for use in the marketing of Our products and will not use such material without Our written approval. This includes, but is not limited to, scripts, ads, emails, SMS text messages, opt in mechanisms and Website marketing.

I. Compliance With Laws. You shall be solely responsible for marketing the Programs to the Consumers at Your sole cost and expense. You agree that in marketing Our programs and/or services, You will comply with the laws and treaties of the United States, and any of its states or localities, or under the laws of any nation who has reciprocal treaty rights with the United States for the enforcement of its laws or judgments relating to those laws. Such compliance shall include but not be limited to those regarding deceptive advertising, and the Telephone Consumer Protection Act of 1991, the Telemarketing and Consumer Fraud and Abuse Prevention Act of 1994, the Telemarketing Sales Rule established by the Federal Trade Commission and the United States Can-Span Act of 2003 as amended. You will also comply with any state and federal statutes regarding the initiation and / or content of telemarketing sales calls as well as strict adherence and implementation of any Do Not Call (DNC) lists on any state or federal level. You will maintain adequate standards and procedures for the timely acquisition of all applicable state and federal Do Not Call lists and will timely screen all outbound telemarketing lists used in making telemarketing calls against such lists to ensure that no calls are made in violation of state and / or federal telemarketing laws. You may market Our programs and / or services only to Consumers over the age of 18 and residing in the United States or Canada. In the event that We discontinue any Program or Service, We will notify You by posting such information online or by emailing You. Upon 72 hours notice, We shall have the right to audit Your records to ensure compliance with applicable laws and regulations. You shall immediately notify Us if You are contacted, by any means, by any consumer, attorney or other individual or regulatory agency about any action taken pursuant to this contract or involving any of Our related product and / or service you may be selling. In addition to Do Not Call list management, We will review calls to ensure proper compliance with state-specific requirements that include but are not limited to No Rebuttal, Permission to Continue and Consent to Record statutes if applicable.

J. Applicable Corrective Action: You will, within five (5) business days at Our written request, fully indemnify and reimburse Us for any penalty or fine paid by Us as a result of any telephone call(s) made by You or a third party agent or contractor of Yours where it is proven that You misrepresented, fraudulently or indirectly Us or Our products, services or offers. Further, upon Our execution of any settlement arising from any telephone call made by You or a third party agent or contractor of You, You shall pay, either to Us or to the opposing party, the full amount of any monetary component of any such settlement in which it is proven that You misrepresented, fraudulently or indirectly Us or Our products, services or offers. We may immediately terminate this agreement upon notice to You in the event that We reasonably believe, based on reliable evidence, that You have repeatedly or willfully violated any applicable law.

10. Fees
In the event of any dispute arising out of or relating to this agreement, the prevailing party shall be awarded its attorneys' fees and costs incurred on all trial and appellate levels. If in the event any amount is owed by You to Us, You agree that We shall have the right to assess late fees, interest, and collection fees up to the maximum allowed under current law.

11. Regulatory
Each Party shall be liable for obtaining and maintaining all federal, state and local consents, approvals, and licenses required to be obtained and / or maintained by that Party in connection with its obligations hereunder.

12. Your Organization
You duly authorize, qualify or license and are in good standing in all jurisdictions necessary to carry out Your obligations under this Agreement. Additionally, You hereby warrant that You have the right to enter into this Agreement and that no action contemplated herein shall infringe upon or violate any third party’s trademark, copyright, or any other right.

13. Representations and Warranties
You hereby represent and warrant to Us that this Agreement has been duly and validly executed and delivered by You and constitutes Your legal, valid and binding obligation, enforceable against You in accordance with its terms; and that the execution, delivery and performance by You of this Agreement are within Your legal capacity and power; have been duly authorized by all requisite action on Your part; require the approval or consent of no other persons; and neither violate nor constitute a default under the (i) provision of any law, rule, regulation, order, judgment or decree to which You are subject or which is binding upon You, or (ii) the terms of any other agreement, document or instrument applicable to You or binding upon You.

14. Confidentiality / Ownership of Customer Information

In performing their obligations pursuant to this Agreement, each party hereto (the "Disclosing Party") may disclose to the other party ("Receiving Party") information in connection with the performance of this Agreement, including without limitation, information pertaining to Disclosing Party's business, products, services, formats, computer programs, policies, procedures, methods, marketing statistics, product development plans, membership solicitation methods, strategies and research data. All such information about the Disclosing Party shall be deemed "Confidential Information". We shall own all rights, title and interest in, and to information gathered from customers who purchase the Memberships. We retain all right to use the Customer Information in any manner consistent with Our posted privacy policy. All new members resulting from this Agreement will be deemed to be Customers of Ours. The parties shall use the Confidential Information of the party solely to perform this Agreement, and all Confidential Information shall remain the sole property of the Disclosing Party. The Receiving Party shall hold the Confidential Information in the strictest confidence and shall not make any disclosure of the Confidential Information (including methods or concepts utilized in the Confidential Information) to anyone during the term of this Agreement and thereafter without the express written consent of the Disclosing Party. Each of the parties shall use the same care as it uses to maintain the confidentiality of its most confidential information, which in no event shall be less than reasonable care. Each of the parties acknowledge that the remedy at law for any breach or threatened breach of the provisions of this Section shall be inadequate, and that the non-breaching party, in addition to any other remedy available to it, shall be entitled to obtain injunctive relief with proof of irreparable injury. This section shall survive termination.

15. Modification
We may modify any of the terms and conditions contained in this Agreement, at any time and in Our sole discretion, by posting a change notice or a new agreement on Our site. Modifications may include, but are not limited to, changes in the scope of available referral fees, referral fee schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

16. Relationship of Parties
You and We are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on Our behalf. You will not make any statement, whether on Your site or otherwise, that reasonably would contradict anything in this Section.

17. Limitation of Liability
We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the 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 Program will not exceed the total referral fees paid or payable to You under this Agreement. NOTWITHSTANDING ANYTHING CONTAINED WITHIN THIS AGREEMENT, IN NO EVENT Shall WE, OUR RESPECTIVE AFFILIATES, MEMBERS, MEMBERS' REPRESENTATIVES, MEMBERS' AFFILIATES, OR THEIR RESPECTIVE PRINCIPALS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS OR VENDORS BE LIABLE TO YOU FOR ANY DAMAGES INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, LOST DATA, DELAYS, LOST PROFITS, LOSS OF REVENUE OR ANY OTHER ECONOMIC LOSS, COST OR EXPENSE ARISING FROM OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE, EVEN IF MEMBER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL WE, OUR RESPECTIVE AFFILIATES, MEMBERS, MEMBERS' REPRESENTATIVES, MEMBERS' AFFILIATES, OR THEIR RESPECTIVE PRINCIPALS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS OR VENDORS BE LIABLE FOR ANY TYPE OF LOSS TO YOU CAUSED BY AN EVENT BEYOND OUR CONTROL, INCLUDING, BUT NOT LIMITED TO, GOVERNMENT RESTRICTIONS, NATURAL DISASTERS, TERRORIST ACTS, WARS, RIOTS, STRIKES, AND OTHER ACTS OF GOD. IN NO EVENT SHALL OUR TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT, WHETHER ARISING OUT OF BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE EXCEED REVENUES RECEIVED/PAID DIRECTLY FROM THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE DATE THE CAUSE OF ACTION ARISES. IN NO EVENT SHALL YOU BRING ANY ACTION AGAINST US MORE THAN ONE (1) YEAR AFTER SUCH CAUSE OF ACTION ARISES.

18. 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 COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

19. Disclaimers
We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, We make no representation that the operation of our site will be uninterrupted or error-free, and We will not be liable for the consequences of any interruptions or errors.

20. Jurisdiction and Venue
The parties hereto consent, stipulate and agree that the exclusive jurisdiction and venue for the resolution of any dispute arising out of or relating to this Agreement shall be in Orange County, Florida and the parties hereby consent to the jurisdiction of the Florida courts in the event of such dispute.

21. Governing Law
This Agreement shall be governed by and construed according to the laws of the State of Florida.

22. Successors and Assigns

This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

23. Indemnification
Each Party (the "Indemnifying Party") hereby agrees to indemnify and hold the other party, its officers, directors, employees, shareholders, agents, subsidiaries, successors, and permitted assigns (each an (“Indemnified Person") harmless from and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, cost and expenses, including without limitation to interest, penalties and reasonable attorneys' fees and expenses (collectively "Losses"), asserted against, imposed upon or incurred by any Indemnified Person, resulting from any breach of the Indemnifying Party's representations and warranties, any breach, non-fulfillment or default in the performance of covenants and agreements of the Indemnifying Party contained in this Agreement, or any document delivered pursuant to provision of this Agreement.

24. Entire Agreement and Amendment
This Agreement, including Exhibits attached hereto, constitutes the entire understanding among the parties with respect to this Agreement and supersedes all prior written and oral proposals, understandings, agreements and representations, all of which are merged herein. No amendment or modification of this Agreement shall be effective unless it is in writing and executed by all of the parties hereto.